Your access to and use of this Site, located at www.eragen.com (the “Site”) is subject to the following terms of use and all applicable laws. By accessing and browsing this Site, you accept, without limitation or qualification, these Terms of Use and acknowledge that any other agreements regarding the use of this Site between you and EraGen Biosciences, Inc. (“EraGen”, “us”, “we” or “our”) are superseded and of no force or effect. Please review the terms outlined on this page carefully before using this Site. Do not use the Site if you do not accept these terms.
 
Medical Disclaimer
 
EraGen has provided information on this Site, and is intended for, general information purposes only, and you agree and acknowledge that EraGen is not providing the materials to you for the purposes of giving you medical advice. You should not rely on the materials in deciding on a treatment plan, drug usage, or any other medical advice regarding the materials. You should consult with a physician in connection with any and all treatment options that may be available to you.

Intellectual Property Rights

The content of the Site, including its arrangement and design, is owned by EraGen or its licensors, and is protected by copyright and other applicable intellectual property rights. Except as expressly permitted herein, you may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any Site content, in whole or in part, including any code and software. You do not acquire ownership rights to any content, document or other materials through your use of the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials. You must retain and reproduce each and every copyright notice or other proprietary rights notice contained in any material or content you download or otherwise receive from EraGen.

We respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide to person identified below 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; and 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 duly authorized to act on the copyright owner’s behalf.

All of the trademarks, service marks and logos displayed on this Site (the “Trademark(s)”) are the registered and unregistered trademarks of EraGen or third parties. Nothing contained in this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to the Trademarks without the express written permission of EraGen or the applicable third party. Except as expressly provided in this Terms of Use, any use of the Trademarks found on the Site is strictly prohibited. All other trademarks, service marks and logos used in this Site are the trademarks, service marks or logos of their respective owners. EraGen does not make any claims to the marks of others who may appear on this site.

Limited License; Permitted Uses

You are granted a limited, non-exclusive, non-transferable, revocable license (a) to access and use the Site strictly in accordance with these terms; (b) to use the Site solely for internal, personal, non-commercial purposes; and (c) to print out discrete information from the Site solely for internal, personal, non-commercial purposes and provided that you maintain all copyright and other policies contained therein. No print out or electronic version of any part of the Site or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances. Except as otherwise permitted in this paragraph, EraGen neither warrants nor represents that your use of information or other content displayed or available on the Site will not infringe rights of third parties not owned by or affiliated with EraGen. With the exception of the foregoing limited authorization, no license to or right in the information on the Site, or any copyright of EraGen or of any other party is granted or conferred to you.

Restrictions on Use

Your license for access and use of the Site and any information, materials or documents (collectively defined as “Content”) therein are subject to the following restrictions and prohibitions on use: You may not (a) copy, print (except for the express limited purpose permitted by these terms), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or any Content retrieved there from; (b) use the Site or any materials obtained from the Site to develop, as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (c) create compilations or derivative works of any Content from the Site; (d) use any Content from the Site in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third parties; (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Site; (f) make any portion of the Site available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse engineer any Site software or use any network monitoring or discovery software to determine the Site architecture; (h) use any automatic or manual process to harvest information from the Site; (i) use the Site for the purpose of gathering information for or transmitting: unsolicited commercial email; email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and unsolicited telephone calls or facsimile transmissions; (j) use the Site in a manner that violates any state or federal law regulating email, facsimile transmissions or telephone solicitations; and (k) export or re-export the Site or any portion thereof, or any software available on or through the Site, in violation of the export control laws or regulations of the United States.

You should not construe anything on this Site as a promotion or advertisement for any product or for the use of any product that is not authorized by the laws and regulations of your country of residence.

Linking to the Site

EraGen has not reviewed the third-party websites which contain links to this Site and is not responsible for the content of any such sites linked to this Site. You may provide links to the Site, provided (a) that you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Site, (b) your site does not engage in illegal or pornographic activities, (c) you discontinue providing links to the Site immediately upon request by us, (d) you do not imply that EraGen is endorsing or supporting you or your product, (e) you do not misrepresent the relationship with EraGen, (f) you do not present false or misleading information about EraGen, and (g) that only link to the home page and you do not link to any other pages within this Site without the prior written consent of EraGen. Quotation or use of one or more portions of this Site in the site of any third parties without written consent is likewise prohibited.

Registration

Certain sections of, or offerings from, the Site may require you to register. If registration is requested, you agree to provide us with accurate, complete registration information. Your registration must be done using your real name and correct information. Each registration is for your personal use only and not on behalf of any other person or entity. We do not permit (a) any other person using the registered sections under your name; or (b) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use.

It shall be a breach of these terms to select or utilize a user name (i) of another person with intent to impersonate that person, (ii) in which another person has rights, if you do not have that person’s authorization to use such name, or (iii) that EraGen in its sole discretion deems offensive. You are solely responsible for maintaining the confidentiality of any password you use to access the online services, and agree that EraGen shall have no obligations with regard thereto. Please notify legal@eragen.com of any potential unauthorized use(s) of your account, or breach of security.

Third Party Content

The Site may contain information and content provided by or on behalf of a third party, including that of service, content and/or product suppliers and vendors, advertisers and sponsors (collectively, the “Third Party Providers”). The Third Party Providers are solely responsible for insuring that information submitted for inclusion, and the products and services available through the Site are accurate and comply with all applicable laws. EraGen is not responsible for the acts or omissions of any Third Party Provider. Your sole remedy is with such Third Party Provider.
 
Unlawful Activity

You understand and agree that in EraGen’s sole discretion, and without prior notice, EraGen may terminate your access to the Site, or exercise any other remedy available and remove any user information, if EraGen believes that the information you provide has violated or is inconsistent with these terms, or violates the rights of EraGen, or any third party, or violates the law. You agree that monetary damages may not provide a sufficient remedy to EraGen for violations of these terms and you consent to injunctive or other equitable relief for such violations. EraGen may release user information about you if required by law or subpoena.

Indemnification

You agree to indemnify and hold EraGen, and its subsidiaries, affiliates, officers, agents, vendors, licensors, and other partners and employees, harmless from any loss, liability, injury (including injuries resulting in death), claim, or demand, including reasonable attorneys’ fees and costs, of any kind due to, arising out of, or relating to your use of the Site or its Content, including also your use of the Site to provide a link to another site or to upload content or other information to the Site, or your breach of the Terms of Use.
 
Disclaimer

While EraGen may use reasonable efforts to ensure that this Site is accurate and up to date, it may contain inaccuracies or typographical errors or be out of date. EraGen reserves the right to make changes, corrections and/or improvements to this Site, and to the Content contained herein, at any time without notice. EraGen makes no warranties or representations, and shall assume no liability with respect to this Site, including, but not limited to, the Content. THIS SITE, INCLUDING ALL CONTENT WITHIN IT, AND ANY SITE-RELATED SERVICES, ARE PROVIDED “AS IS,” AND “AS AVAILABLE” WITH ALL FAULTS. ERAGEN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ERAGEN DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ERAGEN SPECIFICALLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OBTAINED THROUGH THE SITE. ERAGEN DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. No oral or written information or advice given by EraGen or EraGen’s authorized representatives shall create a warranty or in any way increase the scope of this warranty. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. EraGen reserves the right to discontinue this Site at any time without notice and without liability.

Limitation of Liability

Neither EraGen or any affiliated party, vendor and/or licensor shall be responsible or liable for any injuries, direct, indirect, incidental, consequential, special, exemplary, punitive, or other damages whatsoever (including, without limitation, those resulting from lost profits, lost data, or business interruption) arising out of or relating in any way to the Site or inability to use the Site, Content, any use, performance, or possession of this Site, any hyperlinked web site, any defect in the Site or its Contents, and/or any breach of these terms. This limitation applies (a) whether the alleged claims or damages are based on warranty, contract, tort, or any other legal theory and (b) regardless of whether or not EraGen has been advised of the possibility of such damages. Your sole remedy is to stop using the Site. Certain state laws do not allow limitations on implied warranties. Some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights. Some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages and therefore the above limitation may not apply to you. In such states, EraGen’s liability shall be limited to the fullest extent permitted by law.

Use of Information

Except for information covered by our Privacy Policy, any communication or material you transmit to or through the Site, including any data, questions, comments, suggestions or the like is, and will be treated as, non-confidential and nonproprietary. Anything you transmit or post shall become the property of EraGen and may be used for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, EraGen is free to use, without compensation to you, any ideas, concepts, know-how, or techniques contained in any communication you send to the Site for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information. You acknowledge that you are responsible for whatever material you submit, and that you and not EraGen, shall have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

Although EraGen may from time to time monitor or review discussions, chats, postings, transmissions, message boards, and the like on the Site, EraGen is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, promotional materials, obscenity, pornography, profanity, danger, privacy disclosure or inaccuracy contained in any information within such locations on the Site. You are prohibited from posting or transmitting any unlawful, promotional, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. EraGen will fully cooperate with any law enforcement authorities or court order requesting or directing EraGen to disclose the identity of anyone posting any such information or materials.

You agree not to try to access and not to access any information through the Site which does not pertain to you and which you are not properly authorized to receive. You agree that if you should access information about another individual or entity, or otherwise receive information you are not authorized to receive, or if you become aware that someone else has accessed or attempted to access information that person was not authorized to receive, you will immediately cease such unauthorized access, notify EraGen of the unauthorized access, and assist EraGen in identifying and correcting the circumstances which permitted such unauthorized access. You will keep confidential all information you receive concerning another individual or entity confidential, shall not use such information, shall return such information to EraGen immediately, shall not transmit it to any other person or entity and shall not return it in any electronic or other form.

Links to other Web Sites

The Site may contain links to other Web sites. We are 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 us. Inclusion of any linked Web site on our Site does not imply approval or endorsement of the linked Web site by us. If you decide to leave our Site and access these third-party sites, you do so at your own risk.

Miscellaneous

These terms shall be treated as though it were executed and performed in Madison, WI and shall be governed by and construed in accordance with the laws of the State of Wisconsin (without regard to conflict of law principles). Any cause of action by you with respect to the Site or its Contents must be brought within one (1) year after the cause of action arose or be forever waived and barred. The language in these terms shall be interpreted as to its fair meaning and not strictly for or against any party. These terms and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger. Should any part of these terms 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. To the extent that anything in or associated with the Site is in conflict or inconsistent with these terms, these terms shall take precedence. Our failure to enforce any provision of these terms shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under these terms shall survive any termination of these terms.

Revision and Update

EraGen may at any time revise these terms by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then current terms to which you are bound.

Contact:
Linda Pauls
legal@eragen.com

Effective Date for these Terms of Use

June 1, 2010.