Thank you for using jEugene.com, a product of jEugene, Inc. (“jEugene”, “we,” or “us”). These Terms of Service is a contract between you and jEugene regarding your use of services provided by us to you on which a link to these Terms of Service is displayed (including web services provided on any jEugene website) (collectively, the “Services”).
You consent to these Terms of Service and all other jEugene policies for which links are from time to time provided on jEugene.com (collectively, the “Agreement”) by accessing, using or subscribing to (each, a “Use”) any Service. If you do not agree to any part of the Agreement, you shall not Use any Service.
In addition, we have the right to update, amend, replace or otherwise modify (“Modify”; “Modification” shall have the corollary meaning) the Agreement at any time, in our sole discretion and without giving you notice. We may, as a courtesy to you, modify the version number and date above after any Modification has been made, but we are not required to do so. You must regularly review the most current version of the Agreement. Your continued Use of any Service after any Modification has been made constitutes your consent to such Modification. If you object to any Modification, you must immediately cease the Use of any Service.
Our License to You
Subject to the terms and conditions of the Agreement (including these Terms of Service), we hereby grant to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to use the Services solely for bona fide business purposes.
Restrictions on the License
Our license to you shall be automatically revoked (i) if a reasonable customer could consider you a competitor of jEugene, either now or in the future, (ii) if you Use any Service for the purpose of discerning how such Service functions, (iii) upon your breach of any part of the Agreement, including any provision regarding the payment of fees and (iv) upon termination of the Agreement. In addition, we have the right to terminate our license to you at any time for any or no reason, and without notice to you. If applicable, we will refund you on a per day, pro rata basis for Services that you have paid for but we have not provided upon such revocation.
You shall not (i) in any way reverse engineer or otherwise attempt to recover any source code in connection with any Service or create any user or application program interface or any other facade, channel or conduit of access that overlays or connects to any Service; (ii) share, sublicense, sell, rent or otherwise make any Service accessible to any third party; (iii) use any Service in violation of any legal requirements or professional responsibilities applicable to you; or (iv) circumvent or disable any technical measure of any Service or our computer systems or networks.
We must not name you as a user without your consent.
You must reasonably prevent unauthorized access to any Service; comply with all applicable legal requirements; and pay all applicable fees and expenses for Services in full and in the manner jEugene may specify from time to time in any of our web pages or correspondences to you. You shall be responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charge of governmental authority on the transactions contemplated by the Agreement. When we have the legal obligation to pay or collect taxes for which you are responsible, the corresponding amounts shall be borne by you.
You must, at your expense, indemnify, hold harmless, and defend us and all our employees, officers, members and agents from any and all claims, demands, suits, proceedings, investigations, damages, costs, expenses, losses, and any other liabilities (including reasonable attorneys’ fees and other legal fees) arising out of or relating to (i) your use of any Service, (ii) any breach by you of any part of the Agreement or (iii) your gross negligence or willful misconduct. Your indemnification obligations under this paragraph shall survive the termination of the Agreement.
Term of the Agreement
The Agreement shall become effective upon a Use by you of any Serivce and shall remain effective until termination. Each party has the right to terminate the Agreement at any time for any or no reason, and without notice to the other party. If we terminate the Agreement, we will refund you on a per day, pro rata basis for Services that you have paid for but we have not provided upon such termination.
The Agreement does not constitute a sale and does not convey any rights or ownership in, or to, any Service or any underlying software or related interllectual property. The Agreement is not a service level agreement and does not require us to maintain any service level or uptime, or to provide any training or custom support to you. We may, however, as a courtesy to you, provide commercially reasonable customer support or provide refund or service credits for downtime, in each case on a voluntary basis.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE, AS TO ANY MATTER, INCLUDING THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY OF OUR WEBSITE, SOFTWARE OR SERVICES WILL MEET ANY OF YOUR REQUIREMENTS OR THAT THE USE OF OUR WEBSITE, SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. OUR WEBSITE, SOFTWARE AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS AND YOUR USE OF SOFTWARE AND SERVICES IS AT YOUR OWN RISK, INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY LAWS. YOU ACKNOWLEDGE THAT OUR DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THE AGREEMENT. WE DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF OUR WEBSITE, SOFTWARE OR SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO ANY FEDERAL OR STATE STATUTES OR REGULATIONS OR PROFESSIONAL RESPONSIBILITIES THAT MAY BE APPLICABLE TO YOU. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH SUCH REQUIREMENTS, WHETHER THEY HAVE THE FORCE OF LAW OR NOT. IF YOU ARE DISSATISFIED WITH THE SERVICES OR THE AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SERVICES.
You shall not assign any part of the Agreement without our written consent. You may, however, assign your rights and obligations under the Agreement without our consent to an affiliate, in connection with a merger or acquisition or in connection with a sale of all or substantially all of your assets not involving a competitor of ours. You agree that jEugene may provide you with notices by email, regular mail, or postings on any jEugene website. By providing jEugene your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail. You acknowledge that jEugene is an independent contractor of yours and that the Agreement does not create any agency, partnership or joint venture. Any delay or failure of jEugene to exercise or enforce any legal or equitable right or remedy in connection with the Agreement for any reason does not constitute a waiver. If any term (or part of a term) of the Agreement is invalid or unenforceable, the rest of the Agreement will remain in effect. The Agreement does not confer any benefits on any third party. No party may seek equitable relief under the Agreement. The Agreement is governed by the laws of the State of New York. If a court proceeding is permitted under the Agreement, the parties agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York County, New York. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
In the interest of resolving disputes between you and jEugene in the most expedient and cost effective manner, you and jEugene agree that any dispute arising in connection with the Agreement shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of the Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of the Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THE AGREEMENT, YOU AND US ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Any arbitration between you and us will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, the “AAA Rules”) of the American Arbitration Association (“AAA”) and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879.
If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service.