1. Access. Proteus has the right, but not the duty, to terminate or suspend Your access to the Website, without notice, for any conduct that Proteus, in its sole discretion, believes is in violation of any applicable law or is harmful to the interests of another user, a third-party provider, a service provider or Proteus. Proteus makes no representation that the information contained in the Website is appropriate or available for use throughout the world. It is forbidden to access the Website from territories where the legislation provides that the content or use of the Website is illegal. You choose to use the Website on Your own initiative, and it is Your responsibility to ensure that You conform to all applicable local laws.
2. Copyright. Proteus, its suppliers, its partners and collaborators, or the original creator of the material own all copyrights to the content, organization, graphics, design, compilation, and other matters related to the Website and all other intellectual property rights related to the Website. The copying, redistribution, use or publication by You of any such matters or any part of the Website, except as allowed by Section 3 below, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Website. The posting of information or materials on the Website does not constitute a waiver of any right in such information and materials. Some of the content on the Website is the copyrighted work of third parties.
3. Limited License; Permitted Uses. To the extent that Proteus has the right to do so without compensation to third parties, and except for material specifically provided under other terms, Proteus grants You permission to copy materials on the Website solely for Your internal, personal, non-commercial use in support of Proteus products. You agree that any copies of material shall retain all copyright and other proprietary notices in the same form and manner as the original. You may not, without the permission of Proteus, “mirror” any material contained on the Website or any other server. Except as specified above, nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any trademark, patent, copyright, mask work protection right or any other intellectual property right of Proteus or any third party. No print out or electronic version of any part of the Website or its contents may be used by You in any litigation or arbitration matter whatsoever under any circumstance.
4. Trademarks. Proteus Discovery, www.proteusdiscovery.com, and the Proteus logo are trademarks or service marks, registered or not, owned exclusively by Proteus. Nothing in the Website may be interpreted to grant to You, directly or indirectly, the use of a trademark or service mark reproduced on the Website, whether belonging to Proteus or third party suppliers, without the written permission of Proteus.
5. Information Provided to Proteus. Proteus does not want You to, and You should not, send any confidential or proprietary information to Proteus via the Website. Any submission by You to Proteus, including but not limited to questions, comments, ideas, suggestions or the like shall be deemed to be non-confidential and shall become the property of Proteus. Furthermore, You grant Proteus an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute such submitted information. Proteus shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever, including but not limited to developing, manufacturing, and marketing products incorporating such information. You acknowledge that You are responsible for whatever material You submit, and You, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.
6. Links. THE LINKS ON THE WEBSITE WILL LET YOU LEAVE THE PROTEUS WEBSITE. THE LINKED WEBSITES ARE NOT UNDER THE CONTROL OF PROTEUS AND PROTEUS IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED WEBSITE OR ANY LINK CONTAINED IN A LINKED WEBSITE, OR ANY CHANGES OR UPDATES TO SUCH WEBSITES. PROTEUS IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED WEBSITE. PROTEUS IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY PROTEUS OF THE WEBSITE.
7. Product or Service Availability. The availability of the technologies, products and services described on the Website – and the technology, product and service descriptions – may vary from country to country or state to state.
8. Export of Information. The United States Export Controls laws prohibit the export of certain technical data and software to certain territories. No content from the Website may be downloaded or otherwise exported in violation of United States law or any other local law from where You may be accessing the Website. You agree to comply with all United States and foreign Federal, State and local laws, statutes, ordinances and regulations applicable to the use of the Website.
9. Limitation of Liability. PROTEUS, ITS RELATED COMPANIES, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS (THE “AFFILIATED PARTIES”) SHALL NOT, UNDER ANY CIRCUMSTANCES BE HELD LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF (OR THE INABILITY TO USE) THE WEBSITE OR ANY MATERIAL ON THE WEBSITE. THIS INCLUDES, BUT IS NOT LIMITED TO, THE LOSS OF DATA OR LOSS OF PROFIT, EVEN IF PROTEUS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS WEBSITE AND THE PRODUCTS, SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. IF ALL OR PART OF THIS LIABILITY IS FOUND UNENFORCEABLE FOR ANY REASON, THEN THE MAXIMUM AGGREGATE LIABILITY OF PROTEUS AND ITS AFFILIATED PARTIES UNDER SUCH CIRCUMSTANCES FOR LIABILITY THAT WOULD OTHERWISE HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100) AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST PROTEUS OR ANY AFFILIATED PARTY.
10. Assignment. The TOU may not be assigned or transferred by You without the prior written consent of Proteus. Proteus may assign the TOU to any affiliate or third party in part or in whole.
11.1. Any controversy or claim arising out of or in connection with the TOU, its enforcement or interpretation (“Dispute”) will be finally resolved solely in accordance with the terms of this Section 11.
11.2. If a Dispute arises, the parties will endeavor to resolve the Dispute through good faith negotiation within forty-five (45) days of notification of the Dispute. If the Dispute cannot be settled through good faith negotiation, Proteus and You will submit the Dispute to non-binding mediation conducted by the American Arbitration Association (“AAA”) or any other mutually acceptable alternate dispute resolution organization. Each party shall bear its own expenses but those related to the compensation of the mediator shall be borne equally. The parties, their representatives, other participants and the mediator (and arbitrator, if any) shall hold the existence, content and result of mediation in confidence. If the Dispute is not resolved through mediation, claims may be brought in a Massachusetts state or federal court located within Middlesex County, Massachusetts and of competent jurisdiction; or claims may be resolved through binding arbitration. Notwithstanding the foregoing, Proteus shall be entitled to take immediate legal action where required to protect its confidential or proprietary information, or to obtain any interim injunction.
11.3. Actions on Disputes between the parties with respect to the TOU must be brought in accordance with this Section 11 within one (1) year after the cause of action arises or be forever waived and barred. All Disputes shall be subject to the limitations set forth in Section 9.
12. Governing Law. The validity, construction and performance of this TOU will be governed by the substantive laws of the Commonwealth of Massachusetts, without giving effect to any provisions that would result in this TOU being governed by the law of any jurisdiction other than that of the Commonwealth of Massachusetts. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. Subject to Section 11, the parties hereby consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Middlesex County, Massachusetts for the purposes of adjudicating any matter arising from or in connection with this TOU. THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS TOU AND/OR THE USE OF THE WEBSITE. BY USING AND ACCESSING THE PROTEUS WEBSITE, YOU AGREE TO THE PERSONAL JURISDICTION OF A COURT LOCATED IN MIDDLESEX COUNTY, MASSACHUSETTS.
13. Access to Password Protected/Secure Areas. Access to and use of password protected and/or secure areas of the Website is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Website may be subject to prosecution.
14. Forward-Looking Statements. Some of the information on this Website may contain forward-looking statements. These statements are only predictions based on our current expectations and projections about future events. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause Proteus’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In this regard, You should specifically consider the numerous risks outlined in SEC filings, if applicable.
15.1 WHILE PROTEUS ATTEMPTS TO PROVIDE ACCURATE INFORMATION ON THE WEBSITE, IT ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION. PROTEUS MAY CHANGE THE INFORMATION OR OTHER CONTENT ON THE WEBSITE OR THE PRODUCTS MENTIONED, AT ANY TIME WITHOUT NOTICE. MATERIAL, INCLUDING SOFTWARE, ON THE WEBSITE AND THE WEBSITE ITSELF IS PROVIDED “AS IS,” “AS AVAILABLE,” WITH “ALL FAULTS,” AND PROTEUS DOES NOT PROVIDE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. PROTEUS SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE WEBSITE OR ANY CONTENT OR MATERIAL ON THE WEBSITE.
15.2 PROTEUS MAKES NO WARRANTY THAT (i) THE WEBSITE WILL MEET YOUR REQUIREMENTS, (ii) ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE, AND (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
15.3 ANY MATERIAL OR SOFTWARE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR SOFTWARE.
15.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PROTEUS OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOU.
16. Miscellaneous. The language in this TOU shall be interpreted as to its fair meaning and not strictly for or against any party. Should any part of this TOU 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 Website is in conflict or inconsistent with this TOU, this TOU shall take precedence. Any failure by Proteus to enforce any provision of this TOU shall not be deemed a waiver of such provision nor of the right to enforce such provision. Proteus’s rights under this TOU shall survive any termination of this TOU.