ISIS COMMUNITY PORTAL ACCESS AGREEMENT

YOU MUST BE AT LEAST 18 YEARS OF AGE AND HAVE THE FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS PORTAL ACCESS AGREEMENT (HEREINAFTER, “AGREEMENT”) BY AND BETWEEN THE INTERNATIONAL SPECIES INFORMATION SYSTEM (“ISIS”) AND YOU AND/OR THE ENTITY YOU ARE AUTHORIZED TO REPRESENT (HEREINAFTER, “YOU” OR “END USER”).

THIS AGREEMENT GOVERNS THE SOFTWARE AND COMPUTER PROGRAMS REFERRED TO AS THE ISIS COMMUNITY PORTAL, INCLUDING ANY CONTENT (AS DEFINED BELOW) INCORPORATED THEREIN, DOCUMENTATION, THIRD PARTY SOFTWARE, UPDATES, UPGRADES, MODIFICATIONS, BUG FIXES, AND CORRECTIONS PROVIDED BY ISIS (COLLECTIVELY, THE “SOFTWARE”) WHICH IS MADE AVAILABLE TO YOU BY ISIS AND TO WHICH YOU MAY ACCESS THROUGH ANY VARIOUS MEDIUMS OR DEVICES NOW KNOWN OR HEREINAFTER DEVELOPED (HEREINAFTER, THE “SERVICES”)

BY ACCESSING THE SOFTWARE OR OTHERWISE USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, AND THAT YOU ARE BOUND BY THEM.  IN ADDITION, THIS AGREEMENT MAY BE UPDATED BY ISIS FROM TIME TO TIME WITHOUT NOTICE TO YOU. YOU CAN REVIEW THE MOST CURRENT VERSION OF THIS AGREEMENT AT ANY TIME AT (this document’s URL): http://portal.isis.org/Documents/ISIS_COMMUNITY_PORTAL_ACCESS_
AGREEMENT.htm. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PROMPTLY EXIT THIS PAGE AND DO NOT ACCESS OR OTHERWISE USE THE SOFTWARE OR SERVICES.

1. Privacy and Content

1.1. You acknowledge and agree that any and all information, documents, files, data, text, software, music, sounds, images, photographs, graphics, video, messages, tags, or other materials accessed, uploaded, posted, emailed, transmitted or otherwise made available via the Software and/or Services, whether publicly posted or privately transmitted (collectively, the “Content”) is the responsibility of the End User from whom such Content originated.

1.2. This means that You, and not ISIS, are entirely responsible for all Content that You upload, post, email, transmit or otherwise make available via the Software and Services. With respect to Your Content, You agree that You are the sole and exclusive owner of it and/or have the right to provide access to it to third parties, as permitted herein.

1.3. You acknowledge that ISIS shall use reasonable efforts to only post, delete, email, transmit or otherwise make available or remove the Content in the private and or public areas as You designate, but does not guarantee that the Content will be accurately, completely, or correctly posted, deleted, emailed, transmitted or otherwise made available or removed, whether publicly or privately. Accordingly, if You decide to post, email, transmit, or otherwise make available any Content, You do so entirely at Your own risk.

1.4. ISIS does not control the Content posted via the Software and Services, and, as such, does not guarantee the accuracy, integrity or quality of such Content. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. ISIS does not endorse or make any representations about any End Users, or any Content, or any results that may be obtained from using any Content. In this regard, You acknowledge that You may not rely on any Content created by ISIS or submitted to ISIS.  If You decide to access or use any Content, You do so entirely at Your own risk.  Further, You understand that by using the Software and Services You may be exposed to Content that is inaccurate, offensive or objectionable. Under no circumstances will ISIS be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content accessed, posted, emailed, transmitted or otherwise made available via the Software and Services.

1.5. You acknowledge that ISIS may or may not pre-screen Content, but that ISIS and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content. Without limiting the foregoing, ISIS and its designees shall have the right to remove any Content that violates this Agreement or is otherwise objectionable. 

1.6. You understand that through Your use of the Software and Services You consent to the collection and use (as set forth in the Privacy Policy) of Your account information. ISIS is the sole and exclusive owner of such information and any other information or data provided to or collected by the ISIS servers hosting the Software or making available the Services, including, traffic, traffic patterns and page impressions and all such information shall be deemed ISIS’s Confidential Information.  You acknowledge, consent and agree that ISIS may access, preserve and disclose this information if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; (d) respond to Your requests for customer service; or (e) protect the rights, property or personal safety of ISIS, End Users and/or the public.

1.7. You understand that the technical processing and transmission of the Service, including Your account information and Content, may involve (a) transmissions over various networks, including the transfer of this information to the United States and/or other countries for storage, processing and use by ISIS and its affiliates; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Accordingly, You agree to permit ISIS to make such transmissions and changes.

2.Proper Use

2.1. You agree to:

2.1.1. Comply with ISIS's documentation and any other established standards of proper use of the Software and Services, including the ISIS privacy policy;

2.1.2. Not use the Software or Services to impersonate, defame, or harass any other person or entity;

2.1.3. Not share Your password to use the Software or access the Services with any other person (except if You are an entity, then only to another authorized representative of such entity);

2.1.4. Not engage in any behavior, action or conduct that is or may be deceptive, illegal, harmful, threatening, abusive, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, unbusiness-like or racially, ethnically or otherwise objectionable;

2.1.5. Not disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other End Users are able to type, or otherwise act in a manner that negatively affects other End Users' ability to use the Software or Services, including conducting real-time exchanges;

2.1.6. Not remove any proprietary trademark or copyright markings incorporated in, marked on or affixed to the Content by ISIS or End Users, or bypass or disable any protections that may be put in place by ISIS or End Users against unlicensed use of the Content.

2.1.7. Not upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

2.1.8. Not upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright, or other proprietary right ("Rights") of any party, or that You do not otherwise have a right to make available (as permitted herein) under any law or under contractual or fiduciary relationships;

2.1.9. Not intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, export control restrictions, and rules or regulations promulgated by any national or other securities exchange;

2.1.10. Not upload, post, email, transmit or otherwise make available any Content, or otherwise provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any person(s) or organization(s) designated by the United States government as a foreign terrorist pursuant to section 219 of the Immigration and Nationality Act;

2.1.11. Not upload, post, email, transmit or otherwise make available a time bomb, worm, virus, lock, drop-dead device, or other similar component of software or electronically stored information that is intended in any manner to (a) damage, destroy, alter, or adversely affect the operation of software, hardware or a service in connection with which the Software or Services are used, or (b) reveal, damage, or alter any Content, or any other software, hardware or data of other person or entity; and/or

2.1.12. Not intercept any Content not intended for You. 

2.2. You acknowledge that ISIS may establish general practices and limits concerning use of the Software and/or Services, including, without limitation, the Services (or part thereof) to which You are permitted access, the maximum number of days that Content will be retained by the Services, the maximum number of uploads, posts or transmissions that may be sent from or received by an End User via the Services, the maximum size of any Content, individually or collectively, that may be sent from or received by an End User via the Services, the maximum storage space that will be allotted on ISIS's servers on Your behalf, and the maximum number of times (and the maximum duration for which) You may access the Services in a given period of time. You agree that ISIS has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service. You acknowledge that ISIS reserves the right to log off End Users that are inactive for an extended period of time. You further acknowledge that ISIS reserves the right to modify these general practices and limits from time to time.

2.3. You acknowledge and agree that ISIS shall not be responsible for any problems, performance issues, and/or damages resulting, in whole or in part, from Your failure to comply with this Section.  ISIS retains the right to immediately suspend and/or terminate access to the Software or Services by any End User at ISIS’s sole discretion.

3.Links. Links to third-party websites via the Software or Services are provided solely as a convenience to You. ISIS has not reviewed all of these third-party sites and does not control and is not responsible for any of these sites or their content. ISIS does not endorse or make any representations about them, or any information, software or other products or materials found there, or any results that may be obtained from using them. If You decide to access any of the third-party sites, You do this entirely at Your own risk.

4.Equipment & Modifications. ISIS shall not be responsible for any computer equipment, telecommunications, and operating software required to use the Software or access the Services.  At ISIS’s discretion, ISIS may make updates, upgrades, modifications, bug fixes, and corrections of the Software and Services.  ISIS reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Software and/or Services (or any part thereof) with or without notice. You agree that ISIS shall not be liable to You or to any third party for any modification, suspension or discontinuance of any Software and/or Services.

5.Marks International Species Information System™ and the ISIS Community Portal™ logos are trademarks of ISIS.  Other product, service and company names mentioned via the Software or Services may be trademarks and/or service marks of their respective owners.  ISIS does not grant any rights to use any such marks and hereby reserves all rights related thereto.  Any goodwill associated with such rights shall automatically vest in ISIS or the applicable third party.

6. Ownership and License.

6.1. You acknowledge and agree that ISIS and its licensors own all right, title, and interest to the Software and Services, including all Rights therein.  Subject to the terms and conditions of the Agreement, and further subject to any license agreements to third party software (as posted at http://portal.isis.org/Documents/ISIS_COMMUNITY_PORTAL_ACCESS_
AGREEMENT.htm, ISIS hereby grants to End User, and End User hereby accepts, a personal, non-exclusive, non-transferable, non-sublicensable, revocable right and license for You to use the object code version of the Software and access the Services on a single computer (in accordance with ISIS's documentation and any other established standards of proper use) solely for Your benefit, and not for resale or sublicense to third parties.  To the extent You are an entity, the above license shall extend to Your employees and authorized agents, as well as, Your affiliates and partners and their employees and authorized agents, who are End Users, provided that You maintain full responsibility and liability for the acts and omissions of such affiliates, partners, employees and agents, including, without limitation, their breach of any obligations, representations, warranties and/or covenants set forth herein.

6.2. You grant to ISIS, its affiliates, subcontractors, and agents a worldwide, non-exclusive sublicensable (through multiple tiers), transferable right and license to use, distribute, reproduce, copy, modify, make available, publicly perform, publicly display, translate, adapt, and create derivative works of Your Content as part of the Services.

6.3. You grant to other End Users a worldwide, non-exclusive, perpetual, sublicensable (through multiple tiers), transferable right and license to use, distribute, reproduce, copy, modify, make available, publicly perform, publicly display, translate, adapt, and create derivative works of Your Content for any purpose whatsoever.

7.Restrictions. Any rights not expressly granted by ISIS are reserved by ISIS, and all implied licenses are disclaimed.  You shall not exceed the scope of the licenses granted.  Except as otherwise expressly set forth in the Agreement, You shall not modify, create derivative works of, sublicense, market, copy, co-brand, private label, publish, publicly display, grant third parties the right to use, frame or link to the Software or Services, and shall not use the Software or Services in any manner to provide service bureau or time-sharing services to third parties or for the benefit of third parties.  You shall not reverse engineer, decompile, translate, adapt or disassemble, or in any way attempt to reconstruct or discover any source code of the Software or Services by any means whatsoever.  You shall not bypass or disable any protections put in place by ISIS against unlicensed use of the Software and/or Services.  You shall not remove any proprietary trademark or copyright markings incorporated in, marked on or affixed to the Software and/or Services.  You agree to adhere to all applicable laws, regulations and rules, including, without limitation, relating to the export of technical data.  You shall not export or re-export the Software to any proscribed country listed in such applicable laws, regulations and rules unless properly authorized.  You shall cooperate with ISIS consistent with such laws, rules, and regulations. You shall not cause or permit any third party to do any of the foregoing.  You agree to notify ISIS immediately of any unauthorized use of the Software or Services You are aware of.

8.Confidential Information You acknowledge that the Software is confidential or proprietary information of ISIS or its licensors, and You hereby agree to maintain the confidentiality of the Software using at least as great a degree of care as it uses to maintain the confidentiality of Your own most confidential information, but in no event less than reasonable care, and that You will not use or disclose any confidential or proprietary information to any third party at any time except as expressly authorized under the Agreement.  You agree to reasonably communicate the terms and conditions of the Agreement to those persons employed or engaged by You who come into contact with the Software, and to ensure their compliance with such terms and conditions.

9.Restricted Rights  If You are directly or indirectly acquiring the Software on behalf of the U.S. Government, the Software is classified as “Commercial Computer Product” and “Commercial Computer Documentation” developed at private expense, contains confidential information and trade secrets of ISIS and its licensors, and is subject to “Restricted Rights” as that term is defined in the U.S. Federal Acquisition Regulations.  Manufacturer is: International Species Information System,, 2600 Eagan Woods Dr., Suite 50, Eagan, MN  55121

10.Inspection Upon reasonable prior notice from ISIS, You shall provide to ISIS and its reasonably designated representatives access to (i) any facility or part of a facility in which the Software is being used or the Services are accessed, (ii) any personnel using the Software or Services, and/or (ii) any Content, as well as, all data or records relating to the Software, Services, or the Agreement for the purpose of verifying compliance with the Agreement.

11.Disclaimer THE SOFTWARE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ISIS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, INTERFERENCE, MERCHANTABILITY, NON-INFRINGEMENT AND SYSTEM INTEGRATION.  ISIS DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE AND SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS SHALL OR CAN BE CORRECTED.  ISIS MAKES NO COMMITMENT TO UPDATE OR MAKE ANY CHANGES TO THE SOFTWARE AND SERVICES, PROVIDED THAT IF ISIS ELECTS TO, IT MAY DO SO AT ANY TIME WITHOUT NOTICE. IF THE EXCLUSIONS SET FORTH IN THIS SECTION ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN ALL IMPLIED WARRANTIES AND CONDITIONS SHALL BE LIMITED IN DURATION FOR A PERIOD OF THIRTY (30) DAYS AFTER THE DATE THIS AGREEMENT, AND NO IMPLIED WARRANTIES OR CONDITIONS SHALL APPLY AFTER THAT PERIOD.

12. Indemnification You agree to defend, indemnify and hold harmless ISIS, its affiliates, and their respective licensors, directors, officers, employees, and agents from and against any and all losses, liabilities, damages and claims, and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties) incurred or asserted by any third party due to or arising out of the Content You upload, post, email, transmit or otherwise make available through the Software or Services, Your use of the Software or Services, Your connection to the Software or Services, Your violation of any Rights of another, or Your violation of this Agreement, including, without limitation, Your breach of any obligation, covenant, representation, or warranty, Your negligence or intentional misconduct, and that of Your employees and agents (if applicable).

13.Limitation of Liability ISIS, ITS AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR LOST DATA) OR FOR ANY LOSSES (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) OTHER THAN DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SUBJECT MATTER HEREOF, INCLUDING WITHOUT LIMITATION (i) THE USE OR THE INABILITY TO USE THE SOFTWARE, SERVICES, AND/OR CONTENT; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY VIA THE SOFTWARE OR SERVICES; OR (iv) ANY OTHER MATTER RELATING TO THE SOFTWARE, SERVICES, OR CONTENT.  IF A JURISDICTION DOES NOT PERMIT THE EXCLUSION OF DIRECT DAMAGES, THEN ISIS’S, ITS AFFILIATES’, AND ITS LICENSORS’ TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS UNDER ANY THEORY OF LAW ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE AND/OR SERVICES, OR TEN THOUSAND DOLLARS ($10,000), WHICHEVER IS LOWER.  BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.

14.Termination This Agreement is effective until it is terminated.  You may terminate this Agreement at any time by discontinuing use of the Software and Services.  ISIS may immediately terminate the Agreement with or without notice to You by discontinuing Your access to the Software and/or Services.  Upon termination of the Agreement, all rights and licenses granted to You hereunder immediately shall cease to exist, and You shall immediately destroy all Confidential Information of ISIS.

15.Third Party Claims of Rights Infringement ISIS respects the Rights of others, and we ask our End Users to do the same. ISIS may, in appropriate circumstances and at its discretion, disable and/or terminate access of End Users who may be repeat infringers. If You believe that Your work has been copied in a way that constitutes copyright infringement, or Your Rights have been otherwise violated, please provide ISIS’S Agent for Notice of Claims the following information:

15.1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

15.2. A description of the copyrighted work or other intellectual property that You claim has been infringed;

15.3. A description of where the Content that You claim is infringing is located on the Software or Service;

15.4. Your address, telephone number, and email address;

15.5. 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;

15.6. A statement by You, made under penalty of perjury, that the above information in Your Notice is true and accurate, and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

ISIS's Agent for Notice of Claims of copyright or other intellectual property infringement can be reached as follows:

By Mail:  Administrative Officer, ISIS, 2600 Eagan Woods Dr., Suite 50, Eagan, MN  55121

By Email:  NoticeOfClaims@isis.org

By Fax:  (651) 209-9279

By Phone:  (651) 209-9240

16.Equitable Relief. You acknowledge and agree that if You breach the provisions of this Agreement, damages to ISIS would be difficult if not impossible to ascertain.  As a result of the immediate and irreparable damage and loss that may be caused to ISIS for which it would have no adequate remedy, in addition to and without limiting any other remedy or right it may have, ISIS shall be entitled to seek an injunction or other equitable relief in any court of competent jurisdiction (without the need of posting a bond) enjoining any such breach.  Except as otherwise provided, all rights and remedies contained in the Agreement or provided by law shall be cumulative and no one of them shall be exclusive of any other.

17.Assignment You may not assign or transfer the Agreement (or any right herein) without the prior written consent of ISIS.  ISIS reserves the right to assign the Agreement.  The Agreement shall bind and inure to the benefit of the parties and their successors and permitted assigns.

18.Law and Venue The Agreement shall be governed by the laws of the State of New York, without regard to its choice of law rules or the United Nations Convention on Contracts for the International Sale of Goods.  You hereby consent to the exclusive personal jurisdiction and venue of competent state or federal courts residing in the State of Minnesota.  The prevailing party, if any, shall be entitled to reimbursement of such party’s cost and expenses, including reasonable attorney’s fees.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Software and/or Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

19.Integration The Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof.  Any and all previous agreements and understandings between the parties regarding the subject matter hereof, whether written or oral, are superseded by the Agreement.  You agree that any terms or conditions in a document issued unilaterally by You to ISIS regarding the Software and/or Services are void and of no force and effect.  The headings in the Agreement are solely for convenience and in the event of an ambiguity or question of intent or interpretation arises, the Agreement shall be construed as drafted in English without regard to any translations, and as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of the Agreement.

20.Waiver; Amendments No failure of either party to exercise any power or right granted hereunder or to insist upon strict compliance with any obligation hereunder shall constitute a waiver of the rights of such party to demand full and exact compliance with the terms of the Agreement.  The Agreement shall not be amended or modified, or any term or conduction waived, except by written instrument that has been duly executed by the signature of an authorized representative of each party.  End User is hereby put on notice that any individual purporting to amend or modify this Agreement on behalf of ISIS by conduct manifesting assent or who is not at or above the vice-president level is not authorized to do so.

21.Judicial Modifications THE PARTIES INTEND THAT THE AGREEMENT IS VALID AND SHALL BE ENFORCED AS WRITTEN.  In the event any provision of the Agreement that for any reason is held to be invalid, illegal or unenforceable in any respect, it shall be enforced, modified, or replaced by another equivalent provision to the extent necessary to render it valid, legal and enforceable under the circumstances and to the extent consistent with applicable law, while reflecting as closely as possible the original intent of the Parties as expressed or implied therein.  If, however, such enforcement, modification or replacement is not permissible under applicable law, then it shall be severed from the Agreement.  The invalidity, illegality or unenforceability of the provision, or the enforcement, modification, replacement or severance thereof (as the case may be), shall not affect the validity, legality or enforceability of the other provisions of the Agreement, which shall remain in full force and effect.