Terms of use

ANAXOMICS BIOTECH, SL
SIMScells PLATFORM TERMS OF USE


Effective June 15, 2013

1. ACCEPTANCE

A. These terms of use (“Terms of Use”) are between ANAXOMICS BIOTECH, S.L. (“ANAXOMICS”) and you, (as defined below) and govern access to and use of SIMScells Service as a web-based hosted service (the “Service”). To the extent of any conflict between the Terms of Use and Anaxomics’ Privacy Policy (available at link Anax/privacy-policy.html) these Terms of Use shall control with respect to the Service. By using or accessing the Service, you signify your agreement to these Terms of Use and the Privacy Policy. If you do not agree to any of these, you must not use the Service.

The terms of use of these Terms of Use shall prevail notwithstanding any different, conflicting, or additional terms or conditions which may appear in any purchase order or other document submitted by you. You agree that such additional or inconsistent terms are deemed rejected by ANAXOMICS. By using the SIMScells website (“Site”) or SIMScells services (“Services”), you agree to be bound by the following Terms of Use.

B. PLEASE READ THESE TERMS OF USE CAREFULLY. IT IS IMPORTANT TO UNDERSTAND THAT THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU, ON BEHALF OF YOURSELF AND THE ENTITY YOU REPRESENT (COLLECTIVELY, “YOU”) AND ANAXOMICS. CLICKING ON THE “I AGREE” BUTTON INDICATES THAT YOU ACCEPT AND INTEND TO BE BOUND BY THESE TERMS OF USE AND CONSENT TO ENTER INTO THIS AGREEMENT IN ELECTRONIC FORM. IF YOU DO NOT ACCEPT THESE TERMS OF USE, DO NOT USE THIS SERVICE.

2. GRANT OF RIGHTS

Subject to the terms and restrictions set forth in these Terms of Use, ANAXOMICS grants you a nonexclusive, non-sublicensable, limited, non-transferable right to access and use the Service in accordance with the type, term and quantity of licenses specified by ANAXOMICS.

By using our website you agree to be legally bound by these terms, which shall take effect immediately on your first use of our website. If you do not agree to be legally bound by all the following terms please do not access and/or use our website.

ANAXOMICS may change these terms at any time by posting changes online. Please review these terms regularly to ensure you are aware of any changes made. Your continued use of our website after changes are posted means you agree to be legally bound by these terms as updated and/or amended.

Usage:

  • · You must provide a valid name and email address during the registration process. You will further update and keep that information current as appropriate.
  • · You are responsible for maintaining the confidentiality of your passwords, and are fully responsible for all activities that occur under your account and password. If you suspect unauthorized use of your account, you agree to immediately change your password and notify ANAXOMICS.
  • · You are hereby granted a non-exclusive, non-transferable, worldwide right to access and use the ANAXOMICS services, solely with supported browsers through the Internet for your own internal purposes, subject to these Terms of Use. All rights not expressly granted to you are reserved by ANAXOMICS.
  • · You understand that the content, organization, graphics, design, compilation, magnetic translation, digital conversion and other materials related to the ANAXOMICS services are the property of ANAXOMICS and are protected pursuant to applicable copyright, trademark and other proprietary rights laws.

3. RESTRICTIONS

A. The Service may only be used for research and educational purposes and it is NOT INTENDED FOR ANY ANIMAL OR HUMAN THERAPEUTIC OR DIAGNOSTIC USE.

B. The Service has not received any governmental approval, clearance, or similar designation (“Approvals”), does not necessarily satisfy the requirements of any governmental body or other organization, and has not been validated for clinical or diagnostic use, for safety and effectiveness, or for any other specific use or application. You are solely responsible for compliance with any and all applicable laws, and regulations, and governmental policies that pertain to your use of the Service including, but not limited to, obtaining any necessary Approvals and conforming with any regional, territorial or other regulatory requirements, including but not limited to any submissions to or approvals required by applicable regulatory authorities, that pertain to your procedures and uses of the Service.

C. You may not copy, reproduce, republish, download, make available to the public, or otherwise use our website content in any way except for your own personal, non-commercial use. You also agree not to adapt, alter or create a derivative work from any our website content except for your own personal, non-commercial use. Any other use of our website content requires the prior written permission of ANAXOMICS.

4. DISCLAIMER

The Service and any Information derived use thereof is in no way intended to be used for, or in substation of, medical advice, or to aid in diagnosis, treatment, or testing recommendations, or medical decision making of any kind. ANAXOMICS does not independently verify the Information provided in the Service and cannot endorse its accuracy or completeness.

5. TERM AND TERMININATION

ANAXOMICS offers terms of varying lengths and the term during which you may use the Service will depend on the length of term that you have purchased. You may terminate these Terms of Use by discontinuing use of the Service. ANAXOMICS may terminate this Agreement if you fail to comply with all of its terms, in which case you agree to discontinue using the Software.

6. PROPIETARY NOTICE

You acknowledge that the Service, including its structure, sequence, and organization, is and remains confidential and proprietary information of ANAXOMICS. Except as prohibited by law, you agree not to directly or indirectly modify or attempt to reverse engineer, decompile, or disassemble the Service or any component thereof to any human readable or perceivable form.

7. CONFIDENTIALITY

You acknowledge that the Service and Associated Materials constitute confidential information of ANAXOMICS. You shall not disclose such information to any third party except to its employees or affiliates that are bound by the obligations set forth in these Terms of Use. You shall not use ANAXOMICS Confidential Information for any purpose except to perform your obligations under these Terms of Use. You agree to protect this confidential information by using the same degree of care, but no less than a reasonable degree of care, to prevent the use, dissemination, or publication of the confidential information as you use to protect your own confidential information of a like nature.

You agree to the terms of the ANAXOMICS’ Privacy Policy.

8. OWNERSHIP, NO TRANSFER OF THE SERVICE

You acknowledge that all intellectual property rights relating to the Service and the Associated Materials are, as between you and ANAXOMICS, solely and exclusively owned by or licensed by ANAXOMICS. All modifications, enhancements or changes to the Service and the Associated Materials are and shall remain the property of ANAXOMICS or its licensors without regard to the origin of such modifications, enhancements or changes. No ownership rights in the Service or Associated Materials are granted. You may not transfer, assign, rent, lease, lend, copy, modify, translate, sublicense, time-share, or electronically transmit the Service or Associated Materials or copies thereof, in whole or in part, whether alone or combined with or integrated into other material, to any other person or entity. Use of the Service by you does not grant you a license to ANAXOMICS intellectual property or other rights of ANAXOMICS, whether express, implied, by estoppel or otherwise, or grant you the right to make or have made any Service or Associated Materials or to use the Service or Associated Materials beyond the scope of these Terms of Use. You will not challenge the ownership or rights in and to the Service and the Associated Materials, including without limitation all copyrights and other proprietary rights.

9. DISCLAIMER OF WARRANTY; LIMITATIONS OF LIABILITY

You understand that all warranties, express or implied, are disclaimed (including, but not limited to, the disclaimer of any implied warranties of non-infringement, merchantability and fitness for a particular purposes. ANAXOMICS is not liable for any indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, litigation, or the like), whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages. ANAXOMICS shall have no obligation to defend any claim or suit, or to hold harmless or indemnify you against any allegation of infringement or violation of any patent right of a third party by reason of your use of the ANAXOMICS services. The negation of damages set forth above is a fundamental element of the basis of the bargain between ANAXOMICS and you. The ANAXOMICS services would not be provided without such limitations. No advice or information, whether oral or written, shall create any warranty, representation or guarantee not expressly stated in these Terms of Use. If you are dissatisfied with the ANAXOMICS services or any of these Terms of Use, your sole and exclusive remedy is to discontinue using the ANAXOMICS services immediately.

You agree to indemnify, defend and hold ANAXOMICS and its partners, attorneys, employees, agents and affiliates harmless from any liability, loss, claim and expense including reasonable attorneys' fees, related to your violation of these Terms of Use, use of the ANAXOMICS services, creation or use of a form, collection, possession or use of data derived from a form, or any service provided or performed or agreed to be performed, or any product sold by you, your agents, employees or assigns.

10. INDEMNITY

A. If a third party makes a claim against Compendia for infringement of its intellectual property rights based on your use of the Service in connection with your data or information, then you will indemnify and hold us harmless from and against any and all claims, losses, damages, liabilities and expenses (including reasonable attorneys’ fees and other costs of defending and/or settling any action) that ANAXOMICS may have to pay as a result of the claim.

B. If you provide the results of your use of the Service to third parties, then you (i) will be responsible, as between you and ANAXOMICS, for such third parties’ use of those results in compliance with these Terms of Use and (ii) will defend, indemnify and hold ANAXOMICS harmless from and against any and all claims, losses, damages, liabilities and expenses (including reasonable attorneys’ fees and other costs of defending and/or settling any action) that ANAXOMICS may have to pay as a result of or arising from such third parties’ use of such results.

11. ASSIGNMENT

You may not sublicense, assign or transfer your rights in the Service or Associated Materials, in whole or in part. Any attempted assignment or sublicense shall be void.

12. MISCELLANEOUS

GOVERNING LAW - You agree that these Terms of Use shall be treated as though they were executed and performed in Barcelona, Spain, and shall be governed by and construed in accordance with the laws of the State of Spain (without regard to conflict of law principles). All legal proceedings arising out of or in connection with these Terms of Use and Privacy Policy or any other agreement related to the use of ANAXOMICS applications shall be brought solely in Barcelona, Spain.

ANAXOMICS reserves the right to terminate your account for the violation of any of these terms at any time and without notice.

If any provision of these Terms of Use shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and ANAXOMICS’ failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.