LSN Database License Terms and Condition

 

1. Introduction

This document (the License) sets forth the terms and conditions of the database license agreement by and between Life Science Nation, LLC, a Massachusetts limited liability company corporation with offices at 9B Hamilton Street, Boston, MA (Licensor, LSN or we) and each person or entity licensee who has completed a quote and related registration materials (the “Quote”) and has been accepted by LSN as a licensee, paid the license fee and indicated acceptance of these terms in a manner satisfactory to LSN (Licensee or you).

 

2. Grant of License

Conditioned on your continued compliance with the terms and conditions of this License (including, without limitation, your payment of the Subscription Fee), we hereby grant you a limited, revocable, non-exclusive, nontransferable license, without the right to sublicense, to access and use the database information located at http://dev-lifesciencenationcom.pantheonsite.io/ or other websites as we may designate from time to time (the “Licensed Property”) for a one-year subscription.

 

3. Restrictions on Scope of License

This license permits the Licensee named in the Registration to access and use the Licensed Property on an end user basis. Any use of the Licensed Property not expressly authorized in this License is strictly prohibited. Without limiting the generality of the foregoing, you are expressly prohibited from: (i) sublicensing or reselling any Licensed Property; (ii) using or allowing any unauthorized third party to access or use the Licensed Property for any purpose or (iii) assigning this License.

 

4. Compensation

In consideration for the licenses granted hereunder, you agree to pay LSN the annual, non-refundable subscription fee in the amount set forth in the Quote, which is incorporated herein by reference (the “Subscription Fee”). The initial Subscription Fee is due and payable on the effective date of this License, and subsequent Subscription Fees are payable on the anniversary date thereof.

 

5. Licensee Obligations

You represent that the person agreeing to this License is authorized to bind and accept it on behalf of the entity named on the Quote. If we determine that you have provided any false, inaccurate, untrue, or incomplete information, we reserve the right, without limiting any other remedy, immediately to modify, suspend, terminate, or interrupt your access to and use of the Licensed Property. All Licensed Property is and shall remain the sole property of LSN.

 

6. Limited Warranties, Limitation of Liability

The Licensed Property is licensed on an AS IS basis without any guarantee or warranty of any kind, and Licensor does not warrant that the Licensed Property will meet your requirements; that it will operate on the equipment used by you; that it be accessible at any minimum service levels or that its operation will be error-free or without interruption. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. LSN SHALL NOT BE LIABLE FOR CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES OR FOR ANY LOST PROFITS OR ANY CLAIM OR DEMAND OF A SIMILAR NATURE OR KIND, WHETHER ASSERTED BY ANY LICENSEE AGAINST LSN OR AGAINST LICENSEE BY ANY THIRD PARTY, EVEN IF LSN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LSN’S ENTIRE AGGREGATE LIABILITY FOR DAMAGES, IF ANY, IN CONNECTION WITH THE USE OF THE LICENSED PROPERTY (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE FEES ACTUALLY PAID BY THE LICENSEE DURING ANY ONE YEAR OF THE AGREEMENT.

 

7. Indemnity

We will indemnify and defend you from third party claims that your authorized use of the Licensed Property infringes any intellectual property right of the third party, provided that you notify us of any claim promptly, permit us to control the defense and/or settlement of any such claim and cooperate with us as requested in such defense.

 

8. Term and Termination

This License takes effect after you click I ACCEPT and we receive your initial Subscription Fee pursuant to the Quote. This License shall continue for a period of one (1) year unless earlier until terminated as set forth below (the “Term”). This License is renewable for additional one-year periods by mutual agreement. We may terminate this License immediately without notice if you fail to comply with any of the terms and conditions described herein, including without limitation by unauthorized use or failing to pay applicable fees, charges, or costs. You may terminate this License at any time by notice to us, or by ceasing to use the Licensed Property. We will not refund any prior payments if you terminate pursuant to the preceding sentence, but no further payments will be charged in the future. Upon termination or expiration, you must return, destroy, or delete from your system all copies of documents containing or reflecting any Licensed Property (and any associated materials and data) in your possession. All applicable provisions of this License will survive termination.

 

9. Governing Law

This License is not effective until it has been accepted by us in the Commonwealth of Massachusetts, and has been made in and will be construed and enforced solely in accordance with the laws of the Commonwealth of Massachusetts as applied to agreements entered into and completely performed in the Commonwealth of Massachusetts. For any disputes arising out of this Agreement, jurisdiction shall be in the courts of the Commonwealth of Massachusetts and each party agrees to service of process by notice in accordance with the terms hereof, agrees to submit to the personal jurisdiction of any federal and or state court located in the Commonwealth of Massachusetts and waives any objection to the venue therein on the basis of an inconvenient forum or otherwise.

 

10. Miscellaneous

You acknowledge that any breach, threatened or actual, of this Agreement will cause us irreparable injury which would not be quantifiable in monetary damages, and that we would not have an adequate remedy at law. You agree that we will be entitled, in addition to any other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this License, without the need to post any bond. This Agreement, together with the Quote, represents the entire agreement between us with respect to the Licensed Property, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between with respect to the Licensed Property. Any notice hereunder may be sent to the party’s address specified on the Quote.

 

11. Update history

These Terms of Use were published on April, 30th 2014.