PARENT’S GUIDE TO CORD BLOOD FOUNDATION
LICENSE AND TERMS OF USE AGREEMENT FOR CORD BLOOD INDUSTRY REPORT
BEFORE ACCESSING OR USING THE WEBSITE AND CONTENT LOCATED AT CordBloodIndustryReport.org (THE “SITE”), EACH END USER (WHICH SHALL BE IDENTIFIED HEREIN BY "YOU," WITH “YOUR,” OR AS THE "AUTHORIZED USER" (WITH "AUTHORIZED USER" FURTHER DESCRIBED BELOW)) SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AND TERMS OF USE AGREEMENT (THE “LICENSE AGREEMENT”) AS THEY GOVERN YOUR USE OF THE SITE, WITH IT BEING GENERALLY UNDERSTOOD (AS APPLICABLE) THAT THIS LICENSE AGREEMENT APPLIES AGAINST EACH AUTHORIZED USER INCLUDING THE ENTITY (OR FACILITY) THAT WILL BE NAMED ON THE COMPANY USER ACCOUNT WITH PARENT’S GUIDE TO CORD BLOOD FOUNDATION (THE “FOUNDATION”). BY CLICKING "I ACCEPT" AT THE END OF THIS LICENSE AGREEMENT ACCESSING, OR USING ANY PART OF THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT WITH THE FOUNDATION, YOU UNDERSTAND ITS TERMS AND CONDITIONS AND THAT IT IS A LEGAL AGREEMENT, AND YOU AGREE TO BE BOUND LEGALLY BY IT AND ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THIS LICENSE AGREEMENT, YOU ARE NOT GRANTED PERMISSION BY THE FOUNDATION TO ACCESS, OR OTHERWISE USE THE SITE. IN SUCH CASE, PLEASE CLICK "I REJECT" AND PROMPTLY RETURN AND/OR DELETE ANY MATERIALS RELATED TO THE SITE THAT YOU HAVE RECEIVED FROM THE FOUNDATION OR THAT YOU HAVE IN YOUR POSSESSION.
TERMS AND CONDITIONS
1. LICENSE GRANT. Conditioned on your continued compliance with the terms and conditions of this License Agreement (including payment of all fees), this License Agreement provides you with a personal, revocable, limited, non-exclusive, and nontransferable license to access the Site and the content provided on the Site including the Cord Blood Industry Report (the “Report”) for your informational and internal business purposes only. The foregoing grant solely permits you to access, view and download and/or print a single copy of the Report for your personal or internal business purposes. Further, you may only make reference to the Report as provided in Section 4 below. Notwithstanding the foregoing, any rights granted hereby are licensed and not sold or otherwise transferred or assigned to you or any third party. References to "you" or "Authorized User" mean (a) the organization or individual who has registered with the Foundation and paid all applicable license fees and (b) individuals who have been granted user account access by such registrant/licensee. For clarity, a licensee may in its sole discretion designate a limited number of authorized users of the Report, such number of users and the corresponding license fee to be determined during the registration process and before the time of payment. Each designated individual user shall be bound to these Terms and Conditions. Accordingly, notwithstanding any use on behalf of an entity, employer, contractor or partner, all use of the Report must remain within limitations and in accordance with the restrictions herein.
2. LICENSE GRANT RESTRICTIONS. Except as provided above, you may not copy, modify, alter, translate, create derivative work(s) of, distribute, display, broadcast, transmit, reproduce, publish, license, sub-license, sell, exploit, rent, lease, grant a security interest in, assign or transfer any right(s) in, or otherwise use in any manner not expressly permitted herein the Report or any part thereof. SPECIFICALLY, YOU EXPRESSLY AGREE THAT YOU WILL NOT PUBLISH OR CONTRIBUTE TO AN INDUSTRY REPORT THAT COVERS CORD BLOOD BANKS FOR A PERIOD OF EIGHTEEN (18) MONTHS AFTER PURCHASING OR FIRST RECEIVING ACCESS TO THE REPORT. In addition, you may not remove or alter any proprietary notice on the Site or the Report. All rights not expressly granted to you herein are hereby reserved to the Foundation.
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By accessing and using the Report, you represent that you are of the legal age of majority and have all right, power, and authority to create a binding agreement with the Foundation on behalf of yourself or on behalf of your organization or company. You agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Site and the Report. You also agree to assume all responsibility concerning your use of the Site and the Report, including meeting any requirements or obligations of your contracts with third parties. The Foundation assumes no responsibility or liability for any claims that may result directly or indirectly from the communications, agreements, or interactions you establish with third parties using the Site or the Report.
4. CITING AND REFERENCING THE REPORT. You may only reference the Report either by quoting no more than a single sentence or discrete paragraph of the Report so long as you provide attribution to the Foundation by following any quote with the phrase “Cord Blood Industry Report 2015 © Parent’s Guide to Cord Blood Foundation and/or its licensors. All rights reserved.” Please contact the Foundation if you wish to use report contents more extensively and are willing to collaborate with the Foundation as a participant in your project.
5. PROPRIETARY RIGHTS. The Foundation or its licensors shall retain all ownership right, title, and interest, including, without limitation, all associated intellectual property or proprietary rights, in and to all text, graphics, methodologies, processes, procedures, content, products, information, and documentation associated with the Report as well as its design, structure, "look and feel," and arrangement of any content contained on the Site and in the Report. The "CORD BLOOD INDUSTRY REPORT" and its contents are 2015 © Parent’s Guide to Cord Blood Foundation and/or its licensors. All rights reserved. PARENT’S GUIDE TO CORD BLOOD FOUNDATION and all other names, logos, and icons identifying the Foundation and its products and services are proprietary trademarks of the Foundation, and any use of such marks without the express written permission of the Foundation is strictly prohibited. Except as expressly provided herein, the Foundation does not grant any express or implied right to you or any other person under any intellectual or proprietary rights.
6. ENFORCEMENT. You acknowledge that any breach, threatened or actual, of this License Agreement, including, without limitation, violations or infringement of the Foundation’s intellectual property or proprietary rights, including but not limited to reproducing the Report in violation of this License Agreement, may cause irreparable injury to the Foundation, whereby such injury would not be quantifiable in monetary damages, and the Foundation would not have an adequate remedy at law. In the event of such injury or potential for such injury you therefore hereby agree that the Foundation shall be entitled, in addition to 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 Agreement, including seeking additional fees for use of the Report in violation of this License Agreement.
7. SUBMISSIONS. The Foundation welcomes your feedback and suggestions about how to improve the Report. You agree that the Foundation shall have the perpetual, royalty-free, and irrevocable right to use such feedback and suggestions in any manner it deems desirable without providing any consideration, attribution, or payment to you, unless the Foundation has specifically agreed otherwise in writing.
8. DISCLAIMER. ALTHOUGH THE FOUNDATION HAS USED COMMERCIALLY REASONABLE EFFORTS TO PROVIDE ACCURATE INFORMATION, NEITHER the Foundation NOR THE REPORT OFFERS ANY LEGAL, MEDICAL OR OTHER PROFESSIONAL ADVICE. the Foundation ALSO MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE REPORT FOR ANY PURPOSE. THE REPORT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS WELL AS ANY WARRANTY RELATED TO THE USE, OR THE RESULTS OF THE USE, OF THE REPORT. THE ENTIRE RISK AS TO THE QUALITY OF AND RESULTS FROM THE USE OF THE REPORT IS WITH YOU, AND YOU SHOULD NOT RELY ON ANY CONTENT IN THE REPORT AS THE SOLE BASIS FOR ACTION OR ASSUME THAT ANY TACTICS DESCRIBED THEREIN WOULD, BY THEMSELVES, ACHIEVE A PARTICULAR RESULT. IF ANY OF THE DISCLAIMERS OR EXCLUSIONS SET FORTH IN THIS SECTION ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN ALL SUCH EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS PERMITTED BY LAW SHALL BE LIMITED IN DURATION FOR A PERIOD OF 30 DAYS AFTER THE EFFECTIVE DATE OF THIS LICENSE AGREEMENT AND NO WARRANTIES OR CONDITIONS SHALL APPLY AFTER THAT PERIOD.
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12. TERM AND TERMINATION. This License Agreement and your right to use the Report will take effect at the moment you click "I ACCEPT" or you access or use the Report, whichever occurs first, and is effective until terminated as set forth in this paragraph. This License Agreement will not terminate automatically in the event that the Foundation publishes any new version or versions of the Report. As an Authorized User, you will continue to be able to access the version of the Report in effect at the time you accepted these terms and conditions in accordance with the permissions granted in Paragraph 1 herein, and you will continue to be bound by the obligations and restrictions in these terms and conditions until such time as this License Agreement is terminated.
This License Agreement will terminate automatically if you click "I REJECT" or if you fail to comply with any of the terms and conditions described herein, including by exceeding the scope of the license. Any new version of this Report will be governed by separate terms and conditions and account registration requirements, and this License Agreement does not give you any right or license to any new versions of the Report. Termination of this License Agreement will be effective without notice. You may also terminate at any time by ceasing to use the Report, but all applicable provisions of this License Agreement will survive termination, as outlined below. Upon termination or expiration, any right to use the Report will immediately cease. The miscellaneous provisions as well as the provisions concerning the Foundation's proprietary rights, submissions, indemnity, disclaimers of warranty and liability, termination, and governing law, however, will survive the termination or expiration of this License Agreement for any reason.
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14. MISCELLANEOUS. The parties agree that this License Agreement is for the benefit of the parties hereto. Failure to insist on strict performance of any of the terms and conditions of this License Agreement will not operate as a waiver of that or any subsequent default or failure of performance. A printed version of this License Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this License Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. No joint venture, partnership, employment, alliance, or agency relationship exists between you and the Foundation as result of this License Agreement or your utilization of the Report. Moreover, you may not bind the Foundation in any way or otherwise make any representations or statements for or on behalf of the Foundation without the Foundation's separate, express, and written permission. This License Agreement represents the entire agreement between you and the Foundation with respect to access and use of the Site and the Report, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and the Foundation with respect to the Site and the Report. If any provision of this License Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this License Agreement will remain in full force and effect. This License Agreement and any rights granted by the Foundation may not be assigned, delegated, or transferred by you without the prior express written consent of the Foundation.
I HAVE READ AND UNDERSTOOD THE FOREGOING LICENSE AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. PLEASE MANIFEST YOUR ASSENT TO THIS LICENSE AGREEMENT BY CLICKING THE BOX BELOW.
