Intrepid Bioinformatics License Agreement

END-USER LICENSE AGREEMENT
IMPORTANT -- PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY
Intrepid Bioinformatics Solutions offers this web-based data management tool for use in connection with third-party research. This tool serves not only as a repository for life sciences data, but also as a conduit for transactions between individual researchers and life science vendors. Intrepid Bioinformatics Solutions does not control and therefore makes no representations and warranties regarding the accuracy, completeness, marketability, or ownership of research data contained in the database, nor of the quality, merchantability, or fitness for a particular purpose of goods or services offered by third-parties through the online database platform.
THIS IS A LICENSE, NOT A SALE. THIS DATABASE SOFTWARE PRODUCT IS PROVIDED UNDER THE FOLLOWING LICENSE WHICH DEFINES WHAT YOU MAY DO WITH THE DATABASE SOFTWARE PRODUCT AND CONTAINS LIMITATIONS ON WARRANTIES AND/OR REMEDIES.
This End-User License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity) (“You” or “Licensee”) and Intrepid Bioinformatics Solutions (“Licensor”) for the database software product identified above which may include the database, associated software components, and printed or electronic documentation ("Intrepid Database Product").
By accessing or using the Intrepid Database Product, you hereby agree to the Terms and Conditions set forth below.

TERMS AND CONDITIONS
1.0. License
Licensor provides You with a user name and password through which to access the Intrepid Database Product and grants You a non-exclusive, non-transferable, personal, limited right to access and use the Intrepid Database Product according to the terms and conditions of this Agreement. You are solely responsible for installing and maintaining the equipment and other hardware and software necessary to use the Intrepid Database Product.
2.0. License Restrictions
2.1. Except as set forth in Section 3 below, you may not:
2.1.1. use the Intrepid Database Product or make copies of it except as permitted in this Agreement;
2.1.2. translate, reverse engineer, decompile, or disassemble the Intrepid Database Product except to the extent the foregoing restriction is expressly prohibited by applicable law;
2.1.3. rent, lease, assign, or transfer the Intrepid Database Product;
2.1.4. copy the Intrepid Database Product onto a network hard-drive for simultaneous access by multiple users;
2.1.5. place or install any portion of the Intrepid Database Product on any electronic media, including, but not limited to, local or wide area networks, timesharing services, multiple processing units, multiple site arrangements, service or software rental bureaus, list servers, online services, electronic bulletin boards or forums, World Wide Web sites or any other server that is Internet-enabled, without written authorization by Licensor; or
2.1.6. redistribute, sell or publish the files included within the Intrepid Database Product.
2.2. You may not upload to, or distribute or otherwise publish through the Intrepid Database Product any content, information, or other material that:
2.2.1. violates or infringes the rights of any persons, including without limitation, rights in copyrights, patents, trademarks, service marks, trade secrets, and other proprietary rights;
2.2.2. is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law;
2.2.3. includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties;
2.2.4. You know (or reasonably should know) is false, deceptive or misleading;
2.2.5. contains information that could be used for identity theft purposes, such social security numbers, credit card, bank account or other financial information, driver’s license numbers, security codes or passwords; or
2.2.6. violates any applicable local, state, national, or international law.
2.3. You agree to indemnify, defend, and hold harmless Licensor, its parent, subsidiaries, affiliates, and their respective officers, directors, shareholders, employees and agents from and against any and all claims, liabilities, expenses (including attorneys' fees) and damages arising out of claims resulting from Your access or connection to, or use of the Intrepid Database Product, including without limitation, claims arising out of information or content submitted to through the Intrepid Database Product by You, Your violation of a third party’s intellectual property or other rights, the uploading of any harmful code or properties that may affect the Intrepid Database Product or its intended function, or any other claims alleging facts that if true would constitute a breach by You of the terms and conditions of this Agreement. Licensor reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with Licensor in defense of such claims.
3.0. Open Source License
The Intrepid Database Product incorporates the following open source software a software product known as Primer 3, Copyright 1996, 1997, 1998, 1999, 2000, 2001, 2004, 2006 and 2007, Whitehead Institute for Biomedical Research, Steve Rozen, and Helen Skaletsky. All rights reserved. (the “Primer 3 Software”); and links to a modified version of a software library known as Integrative Genomic Viewer, Copyright 2007-2011 by The Broad Institute, Inc. and the Massachusetts Institute of Technology, All Rights Reserved (the "IGV Software"). Nothing in these Terms of Use to the contrary withstanding, You are granted a license to the Primer 3 Software and the IGV Software subject to the following conditions:
3.1. Further information about and a copy of the modified version of the IGV Software can be downloaded at the following link: https://sourceforge.net/projects/intrepidbio/
3.2. Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

3.2.1. Redistributions of source code of either the Primer 3 Software or the IGV Software must retain the above copyright notice, this list of conditions and the following disclaimer.
3.2.2. Redistributions in binary form of either the Primer 3 Software or the IGV Software must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
3.2.3. Neither the names of the copyright holders nor contributors of either the Primer 3 Software or the IGV Software may be used to endorse or promote products derived from this software without specific prior written permission.
3.3. THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNERS OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
4.0. Term
So long as You are in compliance with all of the terms of this Agreement, this Agreement shall continue for as long as You use the Intrepid Database Product. If You breach any provision of this Agreement including Fees and Payment Terms, Licensor may immediately terminate this Agreement and all licenses granted hereunder, without prior notice, and in addition to any other available rights and remedies.
5.0. Ownership
Except as otherwise provided herein, Licensor (or its licensors) retains all right, title and interest in the Intrepid Database Product, associated software, updates, and any associated documentation and any copies thereof. Except as otherwise expressly granted in this Agreement, no license, right or interest in any Licensor trademark, copyright, trade name, or service mark is granted hereunder.
6.0. Fees and Payment Terms
Licensee shall pay (or cause a mutually agreed upon third party to pay) Licensor the fees specified by Licensor. Licensee shall reimburse Licensor for all reasonable travel and out-of-pocket expenses actually incurred and documented by receipt by Licensor in conducting Services at Licensee’s site.
7.0. Warranties
7.1. Except as otherwise provided herein, Licensor warrants that it has title to and/or the authority to grant licenses of the Intrepid Database Product.
7.2. Except as otherwise provided herein, Licensor warrants for a period of ninety (90) days from the date of the Effective Date (the “Warranty Period”) that the Intrepid Database Product, unless modified by Licensee, will be free from material defects.
7.3. THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT PERMITTED BY LAW LICENSOR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OF TITLE AND NON-INFRINGEMENT.
7.4. Licensor makes no guarantees, warranties, representations or the like, whether written or oral, expressed or implied that the Intrepid Database Product will be up-to-date, error free, uninterrupted service, fail safe in any particular applications or environments in which it may be installed, or compatible with current or future products or environments.
7.5. The warranties in this Section do not apply to the Primer 3 Software or the IGV Software.
8.0. Confidentiality
8.1. “Confidential Information” shall mean any software, updates, documentation, and all other information and knowledge pertaining to products, inventions, developments, innovations, data, know-how, formulations, uses, research, processes, technology, designs, materials, ideas, plans, trade secrets, customers, proprietary information, accounting data and other information relating to the Intrepid Database Product or Licensor.
8.2. You acknowledge that by virtue of the parties’ licensing, support services or consulting relationship You may have access to Confidential Information. You agree to hold Licensor’s Confidential Information in confidence. You agree that the Confidential Information shall be treated as confidential in perpetuity. You agree not to make Licensor’s Confidential Information available in any form to any third party (other than those of Your employees, subcontractors, agents, clients, vendors, supplier or consultants under nondisclosure obligations) or to use Licensor’s Confidential Information for any purpose other than as contemplated by this Agreement. You agree to take commercially reasonable steps to ensure that Confidential Information is not disclosed or distributed in violation of the provisions of this Section.
8.3. Notwithstanding any provision contained in this Agreement, You shall not be required to maintain in confidence any of the following information:
8.3.1. information which, at the time of disclosure, is in the public domain;
8.3.2. information which, after disclosure, becomes part of the public domain, except by breach of this Agreement;
8.3.3. information which was in Your possession at the time of disclosure, and which was not acquired, directly or indirectly, from Licensor;
8.3.4. information which You can demonstrate resulted from Your own research and development, independent of disclosure from Licensor;
8.3.5. information which You receive from third parties, provided such information was not obtained by such third parties from Licensor on a confidential basis;
8.3.6. the Primer 3 Software or its documentation; or
8.3.7. the IGV Software or its documentation.
9.0. Default and Termination
9.1. An event of default shall be deemed to have occurred if either party fails to perform any material obligation under this Agreement and such failure remains uncured for more than thirty (30) days after receipt of written notice thereof.
9.2. If an event of default occurs, the non-defaulting party, in addition to any other rights available to it under law or equity, may terminate this Agreement and all licenses granted hereunder by written notice to the defaulting party. Remedies shall be cumulative and there shall be no obligation to exercise a particular remedy..
9.3. The parties’ rights and obligations with respect to the fees and payment terms, title and protection, confidentiality, patent and copyright indemnification, limitation of liability, attorney’s fees, and governing law provisions of this Agreement shall survive termination of this Agreement.
10.0. Limitation on Damages
10.1. LICENSOR SHALL NOT BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, AND LICENSOR’S SOLE LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT SHALL BE A SUM EQUAL TO THE AMOUNT PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT.
11.0. U.S. Government Rights
11.1. With respect to any use of the Intrepid Database Product by or for any unit or agency of the United States Government (the "Government"), the product shall be classified as "commercial computer software", as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the "DFARS"). The Intrepid Database Product was developed entirely at private expense, and no part of the Intrepid Database Product was first produced in the performance of a Government contract. If the Intrepid Database Product is supplied for use by DoD, the Intrepid Database Product is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252-227-7013 (c)(1)(ii)(OCT 1988), as applicable. If Intrepid Database Product is supplied for use by a Federal agency other than DoD, the Intrepid Database Product is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software Clause at 252.227-7013.
12.0. Security, Back-Up and Availability
12.1. You are solely responsible for protecting the security and confidentiality of the password and ID provided to You. You shall immediately notify Intrepid Bioinformatics Solutions of any unauthorized use of the password or ID, or any other breach or threatened breach of this Intrepid Database Product’s security.
12.2. While Licensor has taken commercially reasonable precautions to safeguard the data included in the Intrepid Database Product, it cannot guarantee complete security because complete security does not exist on the Internet. You are strongly encouraged to maintain back-up copies of data that You have included in the Intrepid Database Product. Licensor is not responsible for the loss of data or malfunction of the Intrepid Database Product.
12.3. The availability of the Intrepid Database Product depends on many factors, including some factors that are beyond Licensor’s control, such as Your connection to the Internet and the Internet infrastructure. Licensor shall not be liable to You under theories of contract, product liability, or other legal theories as a result of Your inability to access or use the Intrepid Database Product due to any reason.
13.0. General
13.1. This Agreement shall be governed and construed under the laws of the Commonwealth of Kentucky, excluding its conflict of law rules.
13.2. All notices to Licensor shall be in writing and sent by first class mail, overnight courier, or transmitted by facsimile and confirmed by mailing, to Intrepid Bioinformatics Solutions, 201 East Jefferson Street, Suite 125, Louisville, Kentucky 40202 and a copy to Stites & Harbison, PLLC, Attention: Counsel for Intrepid Bioinformatics Solutions, 400 West Market Street, Suite 1800, Louisville, Kentucky 40202, or such other address as Licensor may indicate by at least ten (10) days prior written notice to the other party. Copies of notices to Licensor must be sent to Licensor’s counsel in order to be effective against Licensor. Notice shall be deemed to have been given upon personal delivery (in the case of overnight courier or facsimile) or five (5) business days after being sent by first class mail.
13.3. All notices to Licensee shall be in writing and sent by first class mail, overnight courier, or transmitted by facsimile and confirmed by mailing, to the address indicated on the first page of this Agreement. Notice shall be deemed to have been given upon personal delivery (in the case of overnight courier or facsimile) or five (5) business days after being sent by first class mail.
13.4. Licensee may not assign this Agreement (by operation of law or otherwise) or sublicense the Intrepid Database Product without the prior written consent of Licensor. Any prohibited assignment or sublicense shall be null and void. The foregoing notwithstanding, upon written notice to Licensor, Licensee may assign, or otherwise transfer this Agreement to the surviving entity as a result of a merger, acquisition or reorganization of all or substantially all of Licensee’s assets or stock provided such entity is not deemed by Licensor to be a direct competitor of Licensor and agrees in writing it will be bound by the terms and conditions of this Agreement.
13.5. The parties acknowledge that the Intrepid Database Product software is or may be subject to regulation by agencies of the U.S. Government, including the U.S. Department of Commerce, prohibiting the export or diversion of certain technical products to certain countries.
13.6. The parties acknowledge that the Software may include software licensed by Licensor.
14.0. Changes to Terms
14.1. Licensor may, at any time and in its sole discretion, modify, add or delete provisions in this Agreement. You are responsible for regularly reviewing the terms and conditions of this Agreement. If You object to any such modifications, additions or deletions, Your only recourse is to terminate this Agreement and to stop any and all use of the Intrepid Database Software Product. Your continued use of this Site following such modifications, additions, or deletions shall constitute Your review and acceptance of and agreement to such modifications, additions or deletions.