International Research Center Site Terms of Use

International Research Center Site Terms of Use
International Research Center ("IRC") maintains the IRC web site (the "Site") as a service to you as a user of the Site ("You"). By using this Site and other web sites owned and/or operated by IRC, you are agreeing to comply with and be bound by all of the following terms and conditions of use ("Terms"). Please read the following Terms carefully. If you do not agree to all of these Terms, you should not use or access this site. ANY USE OR ACCESS OF THE SITE BY YOU IS DEEMED AN UNCONDITIONAL ACCEPTANCE BY YOU OF ALL OF THE FOLLOWING TERMS.

Acceptance of Agreement. You agree to all of the terms and conditions outlined in this User Agreement ("Agreement") with respect to the Site. This Agreement constitutes the entire and only agreement between IRC and you as a user of the Site ("You"), and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, goods and services provided by or through the Site, payment for such goods and services, and the subject matter of this Agreement. You agree to review and agree to the Terms of this Agreement prior to using the Site. This Agreement may be amended at any time by IRC without advance notice to You. The latest Agreement will be posted on the Site, and You agree to review and be bound by the terms of the posted Agreement prior to using the Site. You shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Service. If you participate in the Biotech Domain Name Auction, you are additionally subject to the Auction Terms of Use Agreement governing IRC's auction commencing on October 1, 2001 ("Auction Terms of Use") posted at http://www.researchedge.com/biotechDNA/terms.html

Legal Rights. The content (including all text, graphics, music, information, data, databases and all other audible, visual, and downloadable material)(hereafter collectively referred to as "Site Content"), and the selection, organization, coordination, compilation, digital conversion and other matters related to or on the Site are protected under applicable domestic and international copyright, trademark and other proprietary rights laws (including but not limited to intellectual property), as well as all applicable contract laws, whether such laws are now in existence or later come into existence. The use, copying, distribution, display, downloading, transmission or publication by a You of any Site Content or any part of the Site, except as allowed by Section 3, is strictly prohibited and will be prosecuted to the full extent of the law. You do not acquire ownership rights of any kind to any Site Content. You agree to abide by all copyright notices, information, or restrictions contained in any Site Content accessed through the Service.

Limited Rights of Use. The permission by IRC to You to view or download any Site Content is a limited, nonexclusive license for the viewing, downloading and use of Site Content solely by the You for your own personal internal business use and not for reproduction, republication, modification, distribution, publication, display, transmission, assignment, sublicense, sale, preparation of derivative works or other use. All other rights are reserved by IRC and are not part of the license to You. You agree that any violation of this provision by a You will cause IRC immediate and irreparable harm for which IRC shall be entitled automatically for temporary and permanent injunctive relief, in addition to all other available legal and equitable remedies.

Use of Interactive Message Boards. IRC may make available for Your use interactive message boards ("IMBs") which permit You to post, download or upload information or material for discussion purposes. You agree that you shall not upload to, or distribute or otherwise publish on the IMBs any libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material. The IMBs shall be used only in a noncommercial manner. You shall not, without the express approval of IRC, distribute or otherwise publish or transmit any material containing any solicitation of funds, advertising or solicitation for goods or services on any Site IMB. You are solely responsible for the content of Your messages. However, while IRC does not and cannot review every message posted by You on the IMBs and is not responsible for the content of your messages, IRC reserves the right to delete, move, or edit messages that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable. You acknowledge that any submissions made by you to the Site may be edited, removed, modified, published, transmitted, and displayed by IRC, and You hereby waive any moral rights, publicity rights or other rights you may have in having the material used, altered or changed in a manner not agreeable to you. All IMBs are intended as publicly available media, and You therefore should not have any expectation of privacy in connection with the posting or use of such IMBs, or any messages posted on the IMBs.

Changes to the Site. IRC reserves the right in its sole discretion to edit or delete any documents, information or other content appearing on the Site without advance notice to You. IRC also may change, suspend or discontinue any aspect of the Site, including any service of the Site, at any time and without advance notice, including the availability of any service feature, database, or Site Content. IRC may also impose limits on certain features and services or restrict Your access to parts or all of the Site without notice or liability.

Indemnification. By using the Site, You represent, warrant and covenant (a) that no materials of any kind submitted by or through You will (i) violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material; and (b) that the You are at least eighteen years old. You hereby agree to fully indemnify, defend and hold harmless IRC and all of its officers, directors, owners, employees, agents, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by any of the Indemnified Parties in connection with any claim arising out of any breach by You of this agreement or any of the foregoing representations, warranties and covenants. You shall cooperate as fully as reasonably required in the defense of any such claims. IRC reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You, including agreeing to any settlement of the claim.

Security. As part of the registration process, You may be asked to select or be given a password and/or a subscriber ID. You also have to give us certain registration information, all of which must be accurate and updated. (a) You may not (i) select or use a password or subscriber ID of another person with the intent to impersonate that person; (ii) use a password or subscriber ID in which another person has rights without such person's authorization; or (iii) use a password or subscriber ID that IRC, in its sole discretion, deems offensive or otherwise unacceptable. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of your account. (b) You shall be responsible for maintaining the confidentiality of your password, which you will not have to reveal to any representative or agent of IRC. You agree to promptly notify IRC of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password, subscriber ID or credit card information. You are responsible for all usage of the Site under Your password or subscriber ID, including use of the account by any third party authorized by you to use your subscriber ID or password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at IRC's sole discretion, and IRC may refer you to appropriate law enforcement agencies.

Nontransferable Rights. Your rights to use the Site, Your password and Your subscriber ID is not transferable. Any password, subscriber ID or right given to You for use of Site Content or any service provided on the Site cannot be transferred to any person or entity. Any attempted transfer by You shall be null and void, and may be grounds for the termination of all of Your rights to access and use the Site.

Use of Information. IRC reserves the right, and You authorize IRC, to use and assign all information regarding Site uses by You and all information provided by You in any manner consistent with the IRC Privacy Policy.

Copyright Compliance. IRC respects the intellectual property of others. If you believe that Your work has been copied onto or used on the Site in a way that constitutes copyright infringement, please contact our Copyright Agent and provide the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

A description of the copyrighted work that You claim has been infringed;

A description of where the material that You claim is infringing is located on the site;

Your address, telephone number, and email address;

A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or the party authorized to act on the copyright owner's behalf. Our Copyright Agent for notice of claims of copyright infringement is Mark Goldstein, who can be reached as follows:

By mail: Copyright Agent
c/o International Research Center
PO Box 825, Tempe, AZ 85280-0825

By phone: 602-470-0389
By email: irc@researchedge.com

IRC is the copyright owner of this site and no portion of this site, including but not limited to the text, images, audio or video, may be used in any manner, or for any purpose, without IRC's express written permission, except as otherwise provided for herein.

Illegal Activity Prohibited.

Compliance with Laws; Fraud. The Site and Site services only may be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding use of the Site and its services, including in regard to purchasing Site Content, products and services. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate or use the password or subscriber ID of, or use the credit card any other authorized User. Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and IRC will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

Investigation and Disclosure of Information. IRC has the right, but is not obligated, to monitor any activity and content associated with this Site. IRC may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access and/or removal of any Content on the Site, and reserves the right and has absolute discretion, to remove, screen or edit any Site Content that violates these provisions or is otherwise objectionable. IRC also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, and to protect IRC's systems, business and Users, IRC may access and disclose for such purposes any information it considers necessary or appropriate, including, without limitation, user contact details, IP addressing and traffic information, usage history and posted content.

Disclaimers. This Site contains links to other Web sites. IRC is providing these links as an accommodation to its Users, and is therefore not responsible for the content, accuracy, or opinions expressed in such Web sites, and such Web sites are not investigated, monitored, or checked for accuracy or completeness by IRC. If you decide to leave the Site and access any of these third party sites, you do so at your own risk.

Accordingly, and in addition to all other disclaimers and limitations of liability identified in this Agreement, You acknowledge and agree that THE SITE CONTENT IS PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE SITE CONTENT, INCLUDING FORMS AND OTHER DOCUMENTS, MAY CONTAIN BUGS, VIRUSES, ERRORS, PROBLEMS OR OTHER LIMITATIONS. IRC AND ITS AFFILIATES, INCLUDING ALL INFORMATION PROVIDERS, EXPRESSLY DISCLAIM AND SHALL HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION, FORM, DOCUMENTS OR OTHER SITE CONTENT PROVIDED ON THE SITE. MOREOVER, IRC EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH YOUR USE OF ANY SITE CONTENT OR THE ACCESS OR USE BY YOU OF ANY LINKED THIRD PARTY SITE. IN PARTICULAR, INCLUDING BUT NOT AS A LIMITATION THEREOF, IRC AND ITS AFFILIATES ARE 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. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN IRC AND YOU. IRC'S LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO ONE HUNDRED DOLLARS ($100.00). THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

Termination. IRC may terminate or suspend operation of the Site at any time for any reason, subject to Section 5 ("TERMINATION") of the Auction Terms of Use.

Miscellaneous. (a) This Agreement shall be treated as though it were executed and performed in Phoenix, Arizona and shall be governed by and construed in accordance with the laws of the State of Arizona (without regard to conflict of law principles). (b) Any cause of action by You with respect to the Site or any Site Content or Site services must be instituted within six (6) months after the cause of action arose or shall be forever waived and barred. All actions shall be subject to the limitations set forth in Section 12 and as otherwise identified in this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. All actions shall be brought in the appropriate state or federal court located in Phoenix, Arizona. You expressly submit to the exclusive jurisdiction of said courts and consent to extra-territorial service of process. (c) Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect, and a court of competent jurisdiction shall have the right to reform the invalid or unlawful portions of this Agreement to make them valid and enforceable. (d) To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, including the Auction Terms of Use, this Agreement shall take precedence. (e) Failure of IRC to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. (f) IRC is not the agent, fiduciary, trustee or other representative of you. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of IRC. (g) IRC's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of IRC's right to subsequently enforce such provision or any other provisions of this Agreement. (h) This Agreement constitutes the entire and only agreement between IRC and you as a user of the Site ("You"), and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, goods and services provided by or through the Site, payment for such goods and services, and the subject matter of this Agreement.

The complete contents of this site are Copyright © 2001 International Research Center. All Rights Reserved.