Overview of Help-Pages

1. The License

In exchange for paying the license fee, or within the volume limits of the free of charge GenomatixSuite accounts, Genomatix grants the Licensee a non-exclusive license to use the software and Genomatix data under the terms of this license agreement.

2. Terms of Usage

1. This online account is a personal single user account. The user has personal access to the software within the pertinent limitations while Licensee is active under the provision of fair use. The user shall apply his best endeavors to safeguard the intellectual property, confidential information and proprietary rights of Genomatix. The pricing of the account assumes the average volume of use to be expected by one interactive human user. Robots starting jobs unattended are not considered fair use and require written permission from Genomatix.
   
2. Online users are restricted to one account per user. This is also valid for free registration. Written permission by Genomatix is required to register additional accounts. Genomatix reserves the right to cancel accounts that are in violation of this restriction.
   
3. Licensee agrees to use best efforts to secure that no data analyzed with Genomatix products will invade personal or property rights or infringe the copyright or trademark of any person or entity.
   
4. Genomatix software and data are not tested or approved for patient diagnostic purposes or clinical purposes and under no circumstances should be used for such purposes where FDA or similar regulatory approval is required. Licensee agrees to indemnify and hold harmless Genomatix and its officers, directors, agents, servants and employees from and against all claims arising out of or relating to the use or misuse of the software.
   
5. Licensee agrees that data might be temporarily stored on the Genomatix web server and data might be monitored by Genomatix. Genomatix will maintain reasonable efforts to protect data on Genomatix' server that were transferred by Licensee via the internet. Genomatix will keep such data confidential and not disclose them to third parties. Licensees have the right to monitor the usage statistics of their licenses including individual accounts of their employees.
   
6. Licensee agrees that Genomatix is allowed to name Licensee in a user list or a press release unless Licensee expressively disallows such in writing.
   
7. Data provided by Genomatix (libraries and resources) and available through the online account may only be used in context of a GenomatixSuite application. For publication of Genomatix data see 3.2. Download of libraries and/or Genomatix data and software is explicitly prohibited as well as use of libraries with other software except permission from Genomatix has been explicitly granted in writing.
   
8. Licensee shall ensure that the licensed material so disclosed is kept confidential by the employees to whom it is disclosed. Licensee shall ensure that the licensed material is protected at all times from access, use or misuse, damage or destruction by any person not authorized by Genomatix for that purpose. Disclosure of large quantities of Genomatix data is not permitted. This applies especially for chromosome or genome wide PromoterInspector analyses.
   
9. Any results and discoveries derived by the use of Genomatix software and data are the sole property of Licensee. Any data contained in Genomatix libraries and databases are the sole property of Genomatix.
   
10. Genomatix' explicit written permission must be obtained in order to
    • systematically distribute or make printed or electronic copies of the whole or any part of licensed materials (Genomatix data and software - all or parts of them -) to anyone other than authorized users;
    • publish, distribute or make available the licensed materials, works based on the licensed materials or works, which combine them with any other material, other than as permitted in this license;
    • remove, alter, abridge, adapt or modify the licensed materials, except to the extent necessary to make them perceptible on a computer screen or as otherwise permitted in this license, to authorized users. For the avoidance of doubt, no removal, alteration, abridgement, adoption or modification of the data or their order is permitted.

3. Publication of Results

1. Publication of results represents an important part in scientific research. Genomatix encourages and supports the responsible publication of such results obtained using the proprietary Genomatix products. Any publication that contains Genomatix data or results derived with Genomatix products cites Genomatix according to standards in scientific publishing, this agreement and law.
   
2. However, certain restrictions apply to the publication of Genomatix data as defined in the following:
   
   • Genomatix data is defined as all data contained in databases and libraries delivered by Genomatix, especially the weight matrix library, promoter module library, ElDorado- and Gene2Promoter promoters, promoter annotations, promoter structures, S/MARs, and genomic repeats. Annotation by PromoterInspector analyses is considered Genomatix data.
     
   • Publication of Genomatix data is allowed under the general premise that:
     • Not more than ten (10) gene/promoter sequences are copied or disclosed or caused to be copied or disclosed in publication without prior consent in writing from Genomatix.
     • Statistical evaluation of delivered databases not disclosing sequences can be published unrestricted.
     • The disclosure of Genomatix data is an indispensable part of scientific publication and directly related to the user's research effort.
     • Data may only be published as part of original research publications. Providing any kind of service to third parties using Genomatix products or data individually or via interactive computer access (program or database or any similar form of large scale availability) is prohibited regardless whether the service is provided for a fee or free of charge.
     
     
   • If more than ten (10) gene/promoter sequences are involved user shall notify Genomatix of their desire to make Genomatix data publicly available. Genomatix will have complete discretion to determine whether to permit, in whole or in part, such release of Genomatix data. If, in the opinion of Genomatix, the user seeking release of such Genomatix data has performed adequate experimentation to independently validate the data, Genomatix will allow the release of such Genomatix data.
     
3. Publication in electronic media:
   Publication in peer reviewed scientific journals often involves the deposit of sequence and annotation data in publicly accessible electronic databases. Genomatix will generally permit the release of Genomatix data through electronic media in quantities necessary to support the users' scientific research results under the restrictions of 2.
   
4. Licensee's obligations under this clause 3 shall survive the termination of this agreement.
   

4. Warranty Disclaimer

Genomatix agrees to grant to Licensee the non-exclusive and non-transferable right to access the products to the extent that the Genomatix web server is available on the internet, subject to the terms and conditions of this license. Genomatix disclaims any warranties for access problems that arise outside of Genomatix' influence or other circumstances beyond the control of Genomatix, including especially - without limitation - breakdown or inaccessibility of internet nodes due to hardware or software problems outside of the Genomatix web server, including incompatibilities arising from alterations of non-Genomatix software.

Licensee acknowledges that the licensed material cannot be guaranteed to be free from errors and further acknowledges that the existence of any errors shall not constitute a breach of this license. The licensed material may include date related information in a form that could be incorrectly interpreted during processing. Genomatix gives no warranty that such errors will not occur. Licensee shall establish the precise nature of any date related information included in the licensed material when determining how such data may reasonably be used.

Licensee acknowledges that access to the Genomatix web server may be interrupted by technical problems at Genomatix for short periods of time. Genomatix will restore access as soon as possible. Changes, updates, or additions to the web server are at sole discretion of Genomatix. No special notification of Licensee by Genomatix is required.

Any links to other web sites are provided for Licensee's convenience, and Genomatix accepts no responsibility for the content of such other sites and shall not be liable for any damages or injury arising from that content. The responsibility for legal use of such sites resides exclusively with the user; Genomatix does not grant implicit or explicit licenses for that. Genomatix tools and data may include public domain sources (e.g. genome sequences and annotations) to which certain restrictions by the preexisting copyrights or other reserved rights may apply. Genomatix solely warrants that these data have been incorporated on terms of fair use by Genomatix. However, use of such data is bound by the terms set forth by the original owners on such data. Genomatix does not grant implicit or explicit licenses exceeding the original terms nor guarantees access to such public domain resources in case public licenses are changed or cancelled. Licensee will not assert any proprietary rights to any portion of the libraries or databases, or represent the database or any part thereof to anyone as other than Genomatix compilation based on the original sources.

Licensee acknowledges that copyright in a Third Party licensed material is owned by a Third Party. Genomatix warrants that it is permitted to supply the Third Party licensed material to Licensee but Licensee acknowledges that it maybe required to enter a separate agreement with the relevant Third Party. This agreement shall apply to any Third Party licensed material that is not the subject of a separate agreement with a Third Party. Licensee agrees to indemnify Genomatix against any liability, loss, claim or demand arising out of action or omission taken by Licensee with respect to the Third Party licensed material in breach of this agreement.

Other than the limited warranty above, Genomatix expressly disclaims all warranties, either expressed, or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose with regard to Genomatix products. The license materials are supplied "as is". In no event will Genomatix be liable for any consequential, incidental, indirect or special damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information and the like) arising out of the use or inability to use Genomatix products except for gross negligence by Genomatix. Genomatix aggregate liability for direct or implied damages, losses or claims for any cause, regardless of the form of the action, will be limited to the money paid for the use of the product that caused the damage, in respect of the subscription period during which such damage, loss or claim occurred.

The above limitations are effective to the extent of limitations the applicable jurisdiction allows and, therefore, may not apply in some or all details.

However, Genomatix expressly disclaims all warranties, either expressed, or implied, including but not limited to total loss and loss of confidentiality of data transferred via the internet.

5. Copyright Notice

The licensed material and associated documentation contained in Genomatix products are subject to and protected under copyright and other laws of Germany, and, under international conventions, similar laws abroad. Copyright in the materials contained in Genomatix products, including, but not limited to, the textual material, artwork, computer software, and visual elements, is owned or controlled separately (and as a collective work exclusively) by Genomatix Software GmbH (limited only by original copyrights on public domain data). This also includes the copyright for the selection, arrangement and coordination of materials in the products. Licensee shall not during or any time after the expiry or termination of this license permit any act which infringes that copyright and without limiting the generality of the foregoing Licensee specifically acknowledges that it may not copy the licensed material except or otherwise expressly authorized by the agreement.

6. Termination of License

1. The online account terminates at the day the license expires. All Licensee data will be saved in the final backup and will be erased six months after termination of the license.
   
2. The online account also terminates immediately if Licensee violates any of the terms of usage, especially:
   
   • if Licensee uses robots to start jobs unattended in high volume
   • if Licensee defaults in making payment of the fee as provided in this license
   • if Licensee becomes, threatens or resolves to become the subject of insolvency proceedings or to receivership, liquidation or similar external administration
   • if Licensee, being a firm or partnership, dissolves.

   In this case there will be no compensation for the unused time. Genomatix may seek damage compensation for economic losses caused by illegal use of the online account independent of any criminal charges.
   

7. Jurisdiction

This agreement shall be governed by and construed in accordance with the laws of Germany. The parties irrevocably agree that any dispute arising out of or in connection with this license will be subject to and within the jurisdiction of the German courts. If any provision of this agreement is ruled by court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this agreement will remain in full force and effect.

8. Merging of licensed material

Licensee will fully indemnify Genomatix against liability which maybe incurred by Genomatix if such merging of licensed material infringes any Intellectual Property Rights of a Third Party or otherwise cause Genomatix to suffer loss, damage or expense.

9. Waiver

Failure or neglect by either party to enforce at any time any of the provisions of this agreement shall not be construed or deemed to be a waiver of that party's rights under this license.

10. General Provisions

Alterations to this license are only valid if they are recorded in writing and signed by both parties. This license may not be assigned by either party to any other person or organization, nor may either party subcontract any of its obligations, except as provided in this license in respect of the management and operation of the server, without the prior written consent of the other party, which consent shall not unreasonably be withheld. If either party - Genomatix or Licensee - shall come under the control of any third party other than that by which it is controlled at the date of this license, the other shall have the right immediately to terminate or renegotiate the terms of this license. Control shall mean either the ownership of more than fifty per cent (50 %) of the ordinary share capital carrying the right to vote at general meetings or the power to nominate a majority of the board of directors.

11. Email

Licensee agrees to receive email from Genomatix or on behalf of Genomatix by an authorized local distributor. Such email can contain information like, but not limited to, update information, new features, scientific and product developments and plans, special campaigns, feedback questionnaires, and other Genomatix marketing related issues. Upon request of Licensee, such email notifications can be objected to and will be terminated effective date of request. Licensee agrees that in such case (for technical reasons) free of charge accounts will be discontinued.