These Subscription Terms and Conditions ("Agreement") set forth the general terms and conditions under which Dr. Peter Beyersdorf ("Provider") agrees to provide the entity listed on the attached Invoice (the "Subscriber") with, and Subscriber agrees to receive from the Provider, a subscription to Laboratory Optics Online (the "Content").
Upon receipt of the Subscription Fees set forth on the attached Invoice and successful configuration of the IP addresses provided by Subscriber to Provider, Provider grants Subscriber a limited, personal, non-transferable, non-exclusive, limited right to access (and to allow its Authorized Users to access) the Content on up to the cumulative number of Devices specified on the attached Invoice at a single Location during the Subscription Term. "Device" shall be defined as a specific desktop, laptop or tablet computer, smartphone, or other handheld electronic device that is capable of displaying webpages via a web browser, including without limitation an Apple iPhone, Apple iPad, Amazon Kindle, and Samsung Galaxy tablet. "Authorized Users" shall be defined as authenticated, authorized current employees (including faculty, staff, affiliated researchers and independent contractors) and current full and part time students. "Location" shall be defined as one or two ranges of IP addresses controlled by Subscriber. Subscriber represents and warrants that the range of IP addresses that it provides to Provider for authorization are specifically controlled by Subscriber and for the use of the individuals who meet the Authorized User definition above.
Payment must be received prior to the start of the Subscription Term. All payments shall be in U.S. Dollars unless otherwise agreed in writing. All payments are non-refundable and non-cancelable.
The term of the Subscription ("Subscription Term") will begin after Provider's receipt of payment and successful configuration of Subscriber's IP addresses, and will continue for a period of one year, unless earlier terminated in accordance with this Agreement. The Subscription will immediately terminate without notice if Subscriber fails to comply with any obligation of this Agreement. Upon expiration or termination of the Subscription for any reason, any right, license or permission granted to Subscriber with respect to the Content shall immediately terminate and Subscriber shall immediately cease use of the Content, in whole and in part. The provisions regarding confidentiality, ownership, audit, exclusion of warranty, limitation of liability, and the general provisions in Section 10 will survive termination or expiration of the Subscription Term.
As a condition to receiving access to the Content, Subscriber agrees to the following: (i) to undertake all necessary authentication and verification processes to ensure that only Authorized Users can access the Content; (ii) to not (and to not permit any Authorized Users or any third party to): (a) use the Content for commercial purposes; (b) rent, lease, distribute, sublicense, timeshare, assign, transfer, or otherwise permit access to the Content by any third party; (c) reverse engineer, disassemble, or decompile the Content, in whole or in part, (d) modify or translate the Content; or (e) create derivative works based on the Content; (iii) to create and maintain reasonable security measures, and post policies consistent with the rights and restrictions described in this Agreement to ensure that only Authorized Users can access the Content. Subscriber is prohibited from making agreements for access to the Content with individuals, organizations, vendors, affiliates, or partners, which are not part of the same institution purchasing this Subscription; and (iv) to notify Provider immediately if Subscriber becomes aware of unauthorized access to the Content and to cooperate in locating and attempting to stop the individuals who are abusing the service. If the abuser(s) cannot be identified or stopped, Provider has the right to withhold, suspend, or terminate Subscriber's access to all or any portion of the Content, without liability.
Provider shall use commercially reasonable efforts to provide reasonable support for providing access to the content; however, provider will not be liable for damages or refunds should the site hosting the content become unavailable temporarily or access to the site becomes slow or incomplete due to system back-up procedures, internet traffic volume, upgrades, overload of requests to the servers, general network failures or delays, or any other cause which may from time to time make the site inaccessible. Provider shall not be liable for any issues relating to any third party vendors or suppliers, including without limitation the failure of any third party vendors or suppliers to provide support or access to the site, or the discontinuation of service or product offerings by any third party vendors or suppliers. Provider shall have no obligation to find an alternative third party vendor or supplier. Subscriber is responsible for verifying compatibility with its authorized users' devices prior to purchasing a subscription. Provider does not guarantee that the content will be available on all devices or via all web browsers.
The content is provided to subscriber "as is" and without warranty of any kind, express or implied, including, without limitation, any warranties of merchantability, non-infringement or fitness for a particular purpose.
In no event shall provider or its suppliers be liable for any indirect, incidental, special, punitive or consequential damages, or damages for loss of profits, revenue, data or use, incurred by subscriber, authorized user or any third party, whether in an action in contract or tort, even if provider or its suppliers have been advised of the possibility of such damages. Provider's liability for damages hereunder shall in no event exceed fifty dollars ($50).
Subscriber shall keep accurate records relating to its use of the Content. Provider may audit at any time Subscriber's compliance with this Agreement, including without limitation the number of devices and the IP addresses accessing the Content, and the purpose for which the Content is being used. Subscriber consents to Provider's use of commercially based website traffic and usage data service providers, including without limitation Google Analytics, in order to confirm compliance with this Agreement, to improve the Content or other reasonable business purposes. If the audit reveals Subscriber owes fees to Provider, Subscriber shall pay any fees due as a result of such audit within thirty (30) days of receiving an invoice from Provider and shall pay Provider's costs of such audit, if any. Provider's right to receive such payment shall be in addition to all other legal and equitable remedies available to Provider related to Subscriber's non-compliance with this Agreement.
If Subscriber receives any information that is confidential to Provider during the term of this Agreement, Subscriber shall hold such confidential information in confidence and shall not disclose such confidential information to any third party or use such confidential information except as expressly permitted pursuant to this Agreement. Subscriber agrees to comply with all applicable laws, including without limitation U.S. export control laws, and agrees that the Content, nor any direct product thereof, shall not be exported, directly or indirectly, or used in violation of such laws for any purpose prohibited by these laws, including without limitation, nuclear, chemical, or biological weapons proliferation or development of missile technology. Subscriber agrees to indemnify Provider for any violations of such applicable laws. Subscriber shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Provider and any such assignment or attempted assignment shall be null and void. A change in control shall be considered an assignment under this Section. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. This Agreement will be governed by and construed under the laws of the State of California and the United States of America, without giving effect to conflict of law principles. The parties expressly agree that the terms and conditions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in Santa Clara County, California. Subscriber agrees to submit to the jurisdiction of, and agrees that venue is proper in, these courts in any such legal action or proceeding. This Agreement constitutes the entire agreement of the parties concerning its subject matter and supersedes any and all prior or contemporaneous, written or oral negotiations, correspondence, understandings or agreements between the parties respecting the subject matter of this Agreement. No amendment to this Agreement will be binding unless evidenced by a writing signed by the party against whom it is sought to be enforced. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions. The terms of this Agreement shall control any conflicting, inconsistent, and/or additional standard terms or conditions on any purchase order, invoice or other document submitted by Subscriber, notwithstanding any provision to the contrary in any such terms and conditions.