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Authenex Online Terms of Use

THE TERMS AND CONDITIONS SET FORTH BELOW (THE "TERMS") GOVERN YOUR USE OF THIS SITE ON THE WORLD WIDE WEB (THE "SITE") OF AUTHENEX, INC. (“AUTHENEX”), AND ARE LEGALLY BINDING ON YOU. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THE SITE. YOUR USE OF THE SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW.

General Use Restrictions
All information and materials provided on this Site (other than products or services sold through the Site), including trademarks, logos, graphics, and images (the "Materials") are provided to you by Authenex.Authenex grants you the limited right to display the Materials only on your computer, and to copy and download the Materials for your own personal or internal business use, provided that: (1) both the Authenex copyright notice (set forth below) and this permission notice appear in the Materials so displayed, copied, or downloaded, and (2) such display, copy, or download is solely for your personal or internal informational use (that is, not distributed or otherwise transmitted outside of your home or company, or otherwise broadcast in any media). You acknowledge and agree that you have no right to modify, edit, alter, or enhance any of the Materials in any manner. This limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination of this limited license, you agree to immediately destroy any downloaded and printed Materials.
Except as stated herein, you acknowledge that you have no right, title or interest in or to the Materials on any legal basis, without the advance written authorization of Authenex.

Third Party Content
Certain information and content may be provided by third parties to Authenex (“Third Party Content”). The Third Party Content is, in each case, the property of the creator/owner. You agree to only display the Third Party Content on your personal computer solely for your personal or internal business use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter, or enhance any of the Third Party Content in any manner. AUTHENEX DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO CONTENT PROVIDED BY THIRD PARTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS.

Purchase of Authenex Products and Services
You agree that any order you place through the Site to purchase Authenex products is an offer to purchase the products listed in your order (“Products”), which will only be a binding contract when accepted by Authenex via a confirmation that specifically references your order or when Authenex ships your order, whichever is earlier. THE STANDARD LIMITED WARRANTY APPLICABLE TO EACH PRODUCT AVAILABLE ON THIS SITE IS DESCRIBED IN THE DOCUMENTATION ACCOMPANYING THE PRODUCT. All software provided is subject to the end user license agreement accompanying the software.
You agree that any order you place through the Site to purchase Authenex services is an offer to purchase the services listed in your order (“Services”), which will only be a binding contract when accepted by Authenex via a confirmation that specifically references your order. All Services provided are subject to the applicable service agreement set forth on the Site.

No Framing
You agree not to “frame” or “mirror” any Materials or Third Party Content contained on or accessible from this Site on any other server or Internet-based device without the advance written authorization of Authenex or its licensors, respectively.

Third Party Interaction
In your use of the Site, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or members or sponsors showing their goods and/or services on or through the Site. Unless otherwise stated, any such correspondence, purchase or promotion, including the delivery of and the payment for goods and/or services, and any other term, condition, warranty, or representation associated with such correspondence, purchase, or promotion, is solely between you and the applicable third party. You agree that Authenex has no liability, obligation, or responsibility for any such correspondence, purchase, or promotion between you and any such third party.

Links to Third Party Sites
This Site may be linked to other sites on the World Wide Web or Internet which are not under the control of or maintained by Authenex. Such links do not constitute an endorsement by Authenex of those sites. You acknowledge that Authenex is providing these links to you only as a convenience, and further agree that Authenex is not responsible for the content of such sites. Your use of other sites is subject to the terms of use and privacy policies located on the linked sites.

Restricted Areas of the Site
Certain areas of the Site are password restricted to authorized users or require you to provide personal information (“Restricted Areas”). If you are an authorized user of the Restricted Areas, you agree that you are entirely responsible for maintaining the confidentiality of your account information and your password(s) or your employees’ passwords, if any, and agree to notify Authenex if any password(s) is/are lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities which occur under your account, including any fees which may be incurred under your password-protected account, whether or not you are the individual who undertakes such activities. You agree to immediately notify Authenex of any unauthorized use of your account or any other breach of security in relation to the Site known to you.

Online Privacy Policy
Your use of the site is governed by the Authenex Online Privacy Policy.

Unauthorized Activities
You acknowledge that any unauthorized use of any Materials or Third Party Content contained on this Site may violate copyright laws, trademark laws, the laws of privacy, and publicity, certain communications statutes and regulations and other applicable laws and regulations, and agree that you are wholly responsible for your actions or the actions of any person using your screen name and/or password. As such, you agree to hold Authenex entirely harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees) incurred by Authenex in relation to, arising from or for the purpose of avoiding any claim or demand from a third party that your use of the Site or the use of the Site by any person on your behalf or using your screen name and/or password violates any applicable law or regulation, or the rights of any third party.

Trademarks
“Authenex”, “ASAS”, “A-Guard”, “A-Key”, “EDSKI”, and “Secure Privacy” are trademarks or registered trademarks of Authenex in the United States and other countries. All other marks, names, and logos mentioned herein are the property of their respective owners.

Copyrights and Copyright Agents
All information and screens appearing on this site including documents, products, software, services, graphics, text elements, site design, logos, images, and icons, as well as the selection, assembly, and arrangement thereof, are the sole property of Authenex, Copyright c 2000 - 2002 Authenex, Inc., unless otherwise specified. All rights not expressly granted herein are reserved. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.

AUTHENEX RESPECTS THE INTELLECTUAL PROPERTY OF OTHERS, AND WE ASK OUR USERS TO DO THE SAME. IF YOU BELIEVE THAT YOUR WORK HAS BEEN COPIED ON THE SITE IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND APPEARS ON OUR WEBSITE, PLEASE PROVIDE AUTHENEX’S COPYRIGHT AGENT THE FOLLOWING INFORMATION:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(b) a description of the copyrighted work that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located on the Site;
(d) your address, telephone number and email address;
(e) 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; and
(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Authenex’s Copyright Agent for notice of claims of copyright infringement on its Site can be contacted as follows:
Authenex, Inc.
Attention: General Counsel
1489 Salmon Way
Hayward, CA 94544
By phone: +1 510.324.0230
By email:copyright@authenex.com

Disclaimer of Warranties
You acknowledge and agree that this Site may include certain errors, omissions, and outdated information which may affect the quality of the Materials and the Third Party Content. You acknowledge that neither the Materials nor the Third Party Content have been independently verified or authenticated in whole or in part by Authenex, and agree that Authenex does not warrant the accuracy or timeliness of the Materials or the Third Party Content, and further agree that Authenex has no liability for any errors or omissions in the Materials or the Third Party Content, whether provided by Authenex or its licensors.
AUTHENEX, FOR ITSELF AND EACH OF ITS LICENSORS, MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE OPERATION OF THIS SITE, QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, THE THIRD PARTY CONTENT, AND THE SUBMISSIONS OF OTHER VISITORS TO THE SITE. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE IS PROVIDED TO YOU ON AN "AS IS" AND “WHERE-IS” BASIS, AND IS FOR PERSONAL USE ONLY. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED.

Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUTHENEX SHALL NOT BE LIABLE TO YOU OR A THIRD PARTY CLAIMING THROUGH YOU FOR ANY DAMAGES SUFFERED AS A RESULT OF YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE OR IN RELATION TO YOUR SUBMISSIONS, IF ANY. IN NO EVENT SHALL AUTHENEX BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF AUTHENEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Additional Rights
Certain jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so some of the exclusions set forth above may not apply to you.

Local Laws; Export Control
Authenex controls and operates this Site from its headquarters in the United States of America and makes no representation that the Materials or the Third Party Content are appropriate or will be available for use in other locations. If you use this Site from outside the United States of America, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries in relation to the Materials and the Third Party Content.
Unless otherwise explicitly stated, all marketing or promotional materials found on this Site are solely directed to individuals, companies, or other entities located in the United States.
Orders placed through this Site for the purchase of Authenex products and services are subject to the U.S. Export Administration Laws and Regulations. Orders for shipment to certain countries will not be accepted. Authenex reserves the right to refuse to sell or ship any Materials, products, and services to any person or entity if Authenex reasonably believes that such sale or shipment will violate the applicable export control laws or regulations. The placement of an order does not constitute the acceptance of the order by Authenex; however, Authenex will not charge your credit card unless the order has been accepted.
You acknowledge and agree that the Materials, Third Party Content, products and services available through this Site are subject to the U.S. Export Administration Laws and Regulations, and that diversion of the Materials, Third Party Content, products and services contrary to U.S. law is prohibited. You agree that none of the Materials or Third Party Content, nor any product or service acquired through the use of the Site, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons, or missile projects, unless specifically authorized by the U.S. Government for such purposes. You agree to comply strictly with all U.S. export laws and regulations and assume sole responsibility for obtaining licenses to export or re-export as may be required.

General
Authenex may monitor accounts for system utilization. You agree that, if Authenex becomes aware of inappropriate use of the Site or any Authenex service, Authenex may respond. You acknowledge that Authenex will report to law enforcement authorities any actions which may be considered illegal, as well as any reports it receives of such conduct. When requested, Authenex will cooperate fully with law enforcement agencies in any investigation of alleged illegal activity on the Internet.
If you violate these Terms, Authenex reserves the right to terminate service to you without notice. Authenex’s preferred course of action is to advise you of your inappropriate behavior and recommend any necessary corrective action.
You agree that Authenex and its licensors may make improvements and/or changes in the products, services, programs, and prices described in or offered on this Site, if any, at any time without notice, and further agree that Authenex can revise these Terms at any time without notice by updating this posting. You agree that your continued use of the Site after such modifications have been made constitutes your acceptance of such revised Terms.

Any action related to these Terms will be governed by California law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree to submit to the jurisdiction of the courts located in the State of California for the resolution of all disputes arising from or related to these Terms and/or your use of the Site.

If any provision of these Terms is held by a court of competent jurisdiction to be invalid or contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. The failure of Authenex to exercise or enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Authenex in writing. The Terms comprises the entire agreement between you and Authenex regarding the subject matter contained herein and supersede all prior or contemporaneous negotiations, discussions or agreements, if any, between Authenex and you regarding the subject matter contained herein.

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