everyVECTOR Terms of Use

Last Updated: July 21, 2009

1. Your Acceptance of Terms of Use

These terms and conditions of use ("Terms of Use") set forth the legally binding terms for your use of everyvector.com. By using and/or visiting this web site (the "Web site"), you signify your agreement to (1) these Terms of Use, (2) the everyVECTOR privacy policy (the "Privacy Policy") , and (3) any other legal notices or guidelines located within the Web site. If you do not agree to any of these Terms of Use or the Privacy Policy, please do not use the Web site and exit now. If you wish to become a registered user of the Web site, communicate with other registered users, and make use of certain everyVECTOR services or programs, you must read these Terms of Use and indicate your acceptance of them during the registration process.

Throughout these Terms of Use, the words "we," "us," "our," and "everyVECTOR" refer to everyVECTOR Software, Inc. and its parent, subsidiaries, and affiliates collectively.

2. Important Legal Information About Privacy

The terms and conditions of everyVECTOR's Privacy Policy, which is available here, apply to your use of the Web site, form an integral part of your agreement with us, and are incorporated by reference into these Terms of Use. You should read the Privacy Policy very carefully before you use our Web site because by using the Web site you will be agreeing to everything in these Terms of Use, including the terms contained in our Privacy Policy.

3. Modification To These Terms of Use And Our Web site

We may add to, update, delete from or modify the Web site at any time in our sole discretion. We reserve the right, at any time and from time to time, for any reason and in our sole discretion, to change the Terms of Use. We may post or display notices of changes to the Terms of Use on the Web site. Once posted, these changes to the Terms of Use become effective immediately. If any change that we make is not acceptable to you, promptly stop using the Web site. Any use by you of the Web site after any changes to our Terms of Use become effective will signify your agreement to be bound by those changes. You should check back regularly and review these Terms of Use so that you are aware of the most current rights and obligations which apply to your agreement with us. Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits to you.

4. everyVECTOR Web site

  1. These Terms of Use apply to all users of the Web site, including users who are also registered users. The Web site includes all aspects of and pages within everyvector.com. The Web site Content (defined below) is provided as a courtesy to everyVECTOR users and is intended for general, informational and educational purposes only. All information from this Web site is subject to change without notice. everyVECTOR permits you to access and use the Web site Content for personal, non-commercial purposes only. You may not, however, copy any of the Web site Content onto your own web server for any reason without our prior written permission.

  2. Certain pages of our Web site contain analytical tools, including, but not limited to cloning tools, sequence analysis tools, and bioinformatics tools, ("Tools") that allow registered users to input information and data and generate results ("Results") based on such information. everyVECTOR does not claim any rights in such Results. You are free to use the Results for any purpose, except when subject to further limitations from other parties who may own certain rights in the Results. everyVECTOR does, however, reserve rights to the Tools themselves, including all intellectual property rights over the software, design and implementation of the Tools. everyVECTOR further reserves the right to limit the use of the Tools by users of the Web site and to discontinue the availability of any Tools on the Web site at any time, in its sole discretion. everyVECTOR makes no representations or warranties regarding the Results. Reliance on any Results provided by using the Tools is solely at your own risk. By using the Web site, you expressly relieve everyVECTOR from any and all liability arising from your use of any Results.

  3. The Web site may contain links to third-party web sites that are not owned or controlled by everyVECTOR. everyVECTOR has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third-party web sites. In addition, everyVECTOR is unable and unwilling to censor or edit the content of any third-party web site. By using the Web site, you expressly relieve everyVECTOR from any and all liability arising from your use of any third-party web site. Accordingly, we encourage you to be aware when you leave the everyVECTOR Web site and to read the terms and conditions and privacy policy of each web site that you visit, including without limitation the Addgene, Inc. web site (addgene.org), since they will be different from the terms and conditions and privacy policy of everyVECTOR. It is your responsibility to take precautions to ensure that whatever you select from other web sites for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any other web sites linked to our Web site, you do so entirely at your own risk.

  4. everyVECTOR encourages you to carefully choose the information you upload or post on the Web site and provide to others. You may have the ability to choose what User Submissions (defined below) appear on our Web site and whether such User Submissions are accessible and viewable by all users, a select group of users or you alone. Certain information that you wish to upload or post on the Web site may be subject to confidentiality obligations or institutional guidelines. We recommend that you carefully review any agreements or institutional guidelines you are subject to prior to uploading or posting information or data on the Web site. You are solely responsible for determining the privacy settings on your account, determining whether your uploading or posting of information or data on the Web site will violate any agreements or institutional guidelines, including without limitation confidentiality obligations, and whether your uploading or posting such information or data will adversely affect the confidential nature of such information or data. You are strictly prohibited from uploading or posting any information, data or photographs that are false, misleading, inaccurate, derogatory, contain nudity or otherwise contain illegal, obscene, lewd, sexually explicit or other subject matter that may be found objectionable by others. Even with this restriction, however, such content may be uploaded by other registered users. Content uploaded by registered users may also contain factual inaccuracies and inappropriate material. If you become aware of misuse of the Web site by any person, please contact us at everyvector@gmail.com.

  5. everyVECTOR reserves the right to remove, edit or reject any User Submissions (defined below) at any time, in its sole discretion. Furthermore, everyVECTOR may restrict, suspend or terminate any user's access to all or any part of the Web site at any time, for any or no reason, with our without notice and with no liability to everyVECTOR whatsoever.

5. Web site Access

  1. everyVECTOR hereby grants you a limited, personal, non-exclusive, fully revocable license to use and access the Web site as set forth in these Terms of Use, provided that: (i) you will not distribute any part of the Web site (other than User Submissions (defined below) owned by you and any Results generated by you) in any medium without everyVECTOR's prior written authorization; (ii) you will not alter, disassemble, decompile, reverse engineer or otherwise modify any part of the Web site other than as may be reasonably necessary to use the Web site for its intended purpose; and (iii) you will otherwise comply with these Terms of Use. You may access the Web site, Results and User Submissions solely for your personal, educational and informational use. You further agree that you will not use the Web site for any commercial purposes without the express written permission of everyVECTOR. You agree not to delete, change or modify in any way the copyright notices or trademarks contained on the Web site.

  2. In order to access some features of the Web site, you will have to create a registered user account. You may never use another user's account or share your account and password with any other user or entity. When creating your account, you agree that you will provide current, complete and accurate information, and you agree that you will update your account information as necessary to keep it current, complete and accurate. You are solely responsible for the activity that occurs on your account, and you are responsible for keeping your account password secure. You must notify everyVECTOR immediately of any breach of security or unauthorized use of your account by contacting us at everyvector@gmail.com. Although everyVECTOR will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses incurred by everyVECTOR or others due to such unauthorized use.

  3. You agree that you will not use the everyVECTOR Web site and the services offered through the Web site (i) in connection with any commercial activities and/or sales, including without limitation advertising, contests, sweepstakes or pyramid schemes, without everyVECTOR's prior written consent, (ii) to promote information that you know is false or misleading or to promote illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous, (iii) to further or promote any criminal activity or enterprise, including without limitation, harassment, stalking, copyright infringement, patent infringement, or theft of trade secrets, (iv) to solicit personal identifying information for commercial or unlawful purposes, (v) to advertise to, solicit, or sell to any person without their prior explicit consent, (vi) to harvest or collect personally identifiable information such as e-mail addresses, account names, passwords or other contact information of users for purposes of sending unsolicited communications or commercial solicitations. In order to protect third parties and other users from such prohibited conduct, everyVECTOR reserves the right to restrict, in its sole discretion, communications which a user may send through the Web site. everyVECTOR reserves the right to suspend your access and use of the Web site and terminate your registered user account at any time in our sole discretion.

6. Intellectual Property Rights

The content on the Web site, except all User Submissions (as defined below) and Results, including without limitation, the material descriptions, FAQs, newsletters, technical bulletins, product information, regulatory and permit information, scientific literature citations, Tools, software, scripts, graphics, photos, interactive features, products, services and the like ("Web site Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to everyVECTOR, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. everyVECTOR Software, Inc. is the owner of the trademark everyVECTORTMand Addgene, Inc. is the owner of the the registered trademark Addgene ® and such Marks may not be used in connection with any product or service in any manner without everyVECTOR Software, Inc. or Addgene, Inc.'s prior written consent, respectively. You in no way will obtain any ownership interest in the Web site Content or Marks contained on this Web site. Web site Content is provided to you "AS IS" for your information and personal or educational use only and may not be reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. everyVECTOR reserves all rights not expressly granted in and to the Web site and the Web site Content. You agree to not engage in the use, copying, or distribution of any of the Web site Content other than as expressly permitted herein or as reasonably necessary to use the Web site for its intended purpose, including any use, copying, or distribution of Web site Content for any commercial purposes. If you download or print a copy of the Web site Content for personal or educational use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Web site or features that prevent or restrict use or copying of any Web site Content, User Submissions or Results or enforce limitations on use of the Web site or the Web site Content, User Submissions and Results therein.

7. User Submissions

  1. The Web site may permit the submission of certain user-generated text, information, data, technical information, audios, photographs, or other content to the Web site ("User Submissions") and the hosting, sharing, transmission and/or publishing of such User Submissions. For example, a registered user may elect to upload, post, store and otherwise make available to certain users his or her name, institutional affiliation, research data and results and other personal or professional information. You can set the privacy settings in your account to make all, some or note of your User Submissions available to other users or third parties. You understand, however, that whether or not such User Submissions are published, everyVECTOR does not guarantee any confidentiality with respect to any User Submissions.

  2. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize everyVECTOR to use all copyrights, trademarks, trade secrets, patents or any other proprietary rights in and to your User Submissions to enable inclusion and use of such User Submissions in the manner contemplated by the Web site and these Terms of Use; (ii) the posting or publication of your User Submission on or through the Web site does not and will not violate any confidentiality obligations between you and any person, institution or organization or the privacy rights, publicity rights or other rights of any person; and (iii) you have the written consent, release, and/or permission of each and every identifiable person, institution or organization in your User Submission to use the name or likeness of each and every such identifiable person, institution or organization to enable inclusion and use of the User Submissions in the manner contemplated by the Web site and these Terms of Use. You further affirm, represent and warrant that your User Submissions are not defamatory or libelous in any manner whatsoever.

  3. You will retain all ownership rights in your User Submissions, and everyVECTOR will not use, reproduce, publish, distribute or display User Submissions owned by you and stored on our Web site for everyVECTOR's commercial, marketing or any similar purpose without your consent. By submitting a User Submission to everyVECTOR and permitting it to be posted or published on our Web site in accordance with your privacy settings, however, you hereby grant everyVECTOR certain rights to use, store and display such User Submissions in the manner contemplated by the Web site and these Terms of Use. Specifically, you grant to everyVECTOR a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, post and store User Submissions on our Web site and servers and publish, distribute and display such User Submissions in connection with the Web site and everyVECTOR's (and its successor's) business according to your privacy settings, including without limitation the right to distribute such User Submissions uploaded onto community pages within the Web site to other users and third parties. If you choose to upload, post, display or otherwise make available User Submissions to our Lab or Community pages within the Web site, you also hereby grant each user of the everyVECTOR Web site that has access to your Lab page or the Community pages a non-exclusive, royalty-free license to access your User Submissions through the Web site, and to use and display such User Submissions as permitted through the functionality of the Web site and under these Terms of Use. You further hereby waive any and all moral rights and all rights of a similar nature in any jurisdiction in your User Submission.

  4. In connection with User Submissions, you further agree that you will not: (i) publish falsehoods or misrepresentations that could damage everyVECTOR or any third party; (ii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, intimidating, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense of any federal, state or local law, give rise to civil liability, violate any law, or is otherwise inappropriate; (iii) post advertisements or solicitations of business, including any "junk mail" or "spam"; (iv) impersonate another person, institution or organization or falsely state or otherwise misrepresent yourself, your age or your affiliation with any third party, organization, institution or person; (v) upload, post, store or otherwise make available any virus, bug, Trojan horse or other computer file or program that is capable of destroying, interrupting or interfering with or limiting the functionality of the Web site or any server, computer hardware, software or equipment. everyVECTOR does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and everyVECTOR expressly disclaims any and all liability in connection with User Submissions. everyVECTOR does not permit copyright infringing activities and infringement of intellectual property rights on its Web site, and everyVECTOR will remove all Web site Content and User Submissions if properly notified that such Web site Content or User Submission infringes on another's intellectual property rights. everyVECTOR reserves the right to remove Web site Content and User Submissions without prior notice. everyVECTOR will also terminate a user's access to the Web site if everyVECTOR determines in its sole discretion that such user is a repeat infringer. everyVECTOR also reserves the right to decide whether Web site Content or a User Submission is appropriate and complies with these Terms of Use for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, breach of confidentiality obligations, obscene or defamatory material, or excessive length. everyVECTOR may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Use at any time, without prior notice and at its sole discretion. If you become aware of misuse of the Web site by any person, please contact everyVECTOR at everyvector@gmail.com.

  5. You understand that when using the everyVECTOR Web site, you will be exposed to User Submissions from a variety of sources, and that everyVECTOR is not responsible for the accuracy, usefulness, safety, confidentiality or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against everyVECTOR with respect thereto.

8. Digital Millennium Copyright Act

  1. Notification. If you are a copyright owner or an agent thereof and believe that any User Submission or other Web site Content infringes upon your copyright, you may submit a written notification pursuant to the Digital Millennium Copyright Act ("DMCA") (see 17 U.S.C. 512(c)(3) for further information) by providing our Copyright Agent (listed below) with the following information: (i) an electronic or physical signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) a description of the copyrighted work claimed to have been infringed or if multiple copyrighted works are covered by a notification, a representative list of such works at our Web site; (iii) a description of the location on the everyVECTOR Web site of the allegedly infringing material(s); (iv) your address, telephone number, and email address; (v) a written statement that you have a good faith belief that use of the material(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a written statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    Please contact everyVECTOR for any violations at everyvector@gmail.com.

    Only notices of alleged copyright infringement should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to everyVECTOR at everyvector@gmail.com. You acknowledge that if you fail to comply with all of the notice requirements of the DMCA, your notice may not be valid.

  2. Counter-Notification. If you believe that any User Submission of yours that was removed is not infringing, or that you have the appropriate rights from the copyright owner or third party, or pursuant to the law, to post and use the material in your User Submission, you may send a counter notification containing the following information to the Copyright Agent: (i) your physical or electronic signature; (ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled; (iii) a statement (under penalty of perjury) that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the material; and your name, address, telephone number, and e-mail address, along with a statement that you consent to the jurisdiction of the federal court in the Commonwealth of Massachusetts and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

    If a counter notification is received by the Copyright Agent, everyVECTOR may send a copy of the such counter notification to the original notifying party. The original notifying party shall have ten (10) business days to file an action for copyright infringement and seek a court order against the content provider or user posting such material. If no such infringement action is filed within such 10 business days, everyVECTOR may, in its sole discretion, reinstate the removed material or cease disabling such material.

  3. In accordance with the DMCA and other applicable law, everyVECTOR may, in appropriate circumstances, terminate access, at everyVECTOR's sole discretion, of any registered user that everyVECTOR finds to be a repeat infringer of others copyrights. everyVECTOR may also, in its sole discretion, limit or fully terminate access to the Web site of any user infringing the intellectual property rights of others, regardless of whether such user is repeat offender or not.

9. Member Disputes

You are solely responsible for your interactions with other users of the everyVECTOR Web site. everyVECTOR reserves the right, but has no obligation, to monitor disputes between you and other users.

10. Warranty Disclaimer

You agree that your use of the everyVECTOR Web site shall be at your sole risk. To the fullest extent permitted by law, everyVECTOR, its officers, directors, employees, affiliates and agents disclaim all warranties, express or implied, in connection with the Web site and your use thereof. everyVECTOR makes no warranties or representations about the accuracy or completeness of the Web site Content, Results or User Submissions or the content of any sites linked to the Web site and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our Web site, User Submissions or any Results, (iii) any unauthorized access to or use of our secure servers and/or any and all personal, institutional, technical, financial or other information stored therein, (iv) any interruption or cessation of transmission to or from our Web site, (v) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through our Web site by any third party, and/or (iv) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the everyVECTOR Web site. everyVECTOR does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by any third party through the everyVECTOR Web site or any hyperlinked web site.

11. Limitation of Liability

In no event shall everyVECTOR, its officers, directors, employees, affiliates or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any (i) errors, mistakes, or inaccuracies of the Web site Content, Results or User Submissions (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our Web site, User Submissions or any Results, (iii) any unauthorized access to or use of our secure servers and/or any and all personal, institutional, technical or other information stored therein, (iv) any interruption or cessation of transmission to or from our Web site, (v) any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through our Web site by any third party, and/or (iv) any errors or omissions in any Web site Content, Results or User Submissions or for any loss or damage of any kind incurred as a result of your use of any Web site Content, User Submissions or Results posted, emailed, transmitted, or otherwise made available via the everyVECTOR Web site, whether based on warranty, contract, tort, or any other legal theory, and whether or not everyVECTOR is advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

You specifically acknowledge that everyVECTOR shall not be liable for User Submissions or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.

12. Indemnity

You agree to defend, indemnify and hold harmless everyVECTOR, its affiliates, officers, directors, employees and agents ("everyVECTOR Indemnitees"), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the everyVECTOR Web site, including any User Submissions or Results; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions or your use of any Results caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the everyVECTOR Web site. You hereby agree to waive the application of any law that may limit the efficacy of the foregoing agreement to defend and indemnify everyVECTOR Indemnitees.

13. Ability to Accept Terms of Use

You affirm that you are either more than 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. The everyVECTOR Web site is not intended for children under the age of fourteen (14). If you are under 14 years of age, then please do not use the Web site and exit now.

14. Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by everyVECTOR without restriction.

15. Governing Law, Location, Entire Agreement

Unless you are the United States government or its representative, the laws of the Commonwealth of Massachusetts, without reference to its choice of law rules, shall govern these Terms of Use and any agreement that you and/or your institution execute on our Web Site. For the United States government or its representative, these Terms of Use shall be construed in accordance with Federal law as applied by the Federal courts in the District of Columbia. The Web site is operated by everyVECTOR Software, Inc. from its offices in Cambridge, Massachusetts, USA. everyVECTOR makes no representation that the information in the Web site is appropriate or available for use in other locations, and access to our Web Site from locations/territories where the content of our Web site may be illegal is prohibited. Those who choose to access the Web site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. These Terms of Use, together with the Privacy Notice and any other legal notices published by everyVECTOR on the Web site constitute the entire agreement between you and everyVECTOR concerning the Web site.

16. Arbitration

Unless you are the United States government or its representative, any controversy or claim arising out of or relating to these Terms of Use shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The situs of the arbitration shall be Cambridge, Massachusetts, if available, or Boston, Massachusetts, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary in the foregoing, everyVECTOR may obtain from a court any interim or provisional relief that may be necessary to protect everyVECTOR's rights or property. Notwithstanding the foregoing, everyVECTOR reserves the right to seek all remedies available at law and in equity for violations of the rules and regulations set forth in our Web site, including the right to block access from a particular Internet address to our Web site.

17. Invalidity; Waiver

If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and everyVECTOR's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

18. Termination/Exclusion

We reserve the right, in our sole discretion, to revoke, terminate or suspend any and all privileges associated with accessing our Web site for any reason or for no reason whatsoever including improper use of this Web site or failure to comply with these Terms of Use, and to take any other action we deem appropriate.

19. User Suggestions; Questions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information provided by you to everyVECTOR are not confidential and you grant us a worldwide, royalty-free license to distribute, publish, modify, edit or otherwise use your submissions. everyVECTOR shall be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise without any acknowledgement of or compensation to you.

If you have any questions regarding these Terms of Use please contact us at everyvector@gmail.com.

20. Effective Date

These Terms of Use are effective as of July 21, 2009.