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End User License Agreement

IMPORTANT -- READ CAREFULLY: This end-user license agreement (this "License") is a legally binding agreement between you, an individual user or a single entity, and iCyte, Inc ("iCyte") covering your use of the computer software product and associated server access known as iCyte (the "Service"). We will refer to ourselves in this License as "iCyte", "we" or "us".

Your use of the Service is conditional on your acceptance of the terms set forth in this License.

If you are a professional user and would like to discuss how your Annotations will be dealt with by us (including your options for increasing the level of protection over your Annotations), you may contact us at professional@icyte.com

Last updated Wednesday 1 December, 2010.

1. The Service

1.1 Eligibility for Service

You may not use the Service and may not accept the terms set forth in this License if you are barred by law from receiving the Service.

1.2 The Service

The Service includes:

  1. a browser plug in - the software to be installed on your personal computer ("Client"); and
  2. access to and storage of annotations on an iCyte server ("Server");

The Client enables you to annotate relevant portions of web-based documents. The annotations and the web-based documents are then saved as part of a project on the Server ("Annotations"), allowing extraction, publication, sorting, searching and editing at a later date.

1.3 Service Options

You may choose one of the following settings for each project which you create in your use of the Service:

  1. Public - a Public setting will allow other users and members of the public to view and access (but not edit) all of your Annotations in that project.
  2. Private - a Private setting will allow only those users who have been explicitly been given privileges by you to access, view and/or edit (as specified by you) your Annotations in that project.

For the avoidance of doubt, members of the public without an iCyte account can access and view annotations from public projects, but in order to create or edit Annotations, users must have an iCyte account.

2. Important Note

2.1 Privacy Policy

iCyte holds any personal information you provide in accordance with its Privacy Policy, the current version of which is posted on www.icyte.com/privacy_policy.html. The Privacy Policy is hereby incorporated by reference into this License. By accepting the terms of the License, you acknowledge you have read and agree to the terms of the Privacy Policy.

2.2 Amendments

We may amend this License or the Privacy Policy at any time in our sole discretion. We will notify you of any such amendments by e-mail or online posting or when you next use the Service. We will notify you or publish amendments on the iCyte website at least 10 days before the change is in force (provided that amendments to the Privacy Policy will take immediate effect from the date on which notice of such amendment is posted online). If you do not agree to such amendments, then you must stop using the Service; if you continue using the Service after the date on which any such amendments come into force, you will be deemed to have agreed to such amendments.

3. Grant of Licence

3.1 Licence

Subject to the terms and conditions of this License, and with the proviso you have paid all applicable License Fees for the Service, iCyte grants to you a personal, non-transferable, revocable and non-exclusive license to install and use the Client on one or more computers that you own or control and the right to access and use the Service.

3.2 Use of the Service

You must use the Service in a responsible and reasonable manner. You must not use the Service in a way that is against the law or that harms us or our partners, affiliates, customers and/or suppliers. You must not, for example:

  1. attempt to gain access to, alter or disrupt any account, software, hardware (including, without limitation, the Server) or network relating to the Service without authorization;
  2. use the Service to access or annotate pornographic or adult material;
  3. use the Service to access or annotate defamatory material, or create annotations which are defamatory;
  4. use the Service to access or annotate illegal material, or create annotations which are illegal;
  5. use the Service to create an unreasonable number of annotations;
  6. use automatic scripts or programs (including web crawlers) to access or attempt to gain access to the Service;
  7. use automatic scripts or programs to create annotations;
  8. attempt to access the Service other than through iCyte's designated website or as otherwise permitted by iCyte;
  9. remove or alter any copyright, trademark, logo or other proprietary notice or label appearing on or in the Service;
  10. reverse engineer, decompile or disassemble the Service, or otherwise attempt to derive the source code or trade secrets of the Service except as, and then only to the extent, expressly permitted by applicable law;.
  11. create any derivative works of the Service;
  12. rent, lease, lend-for-profit or provide commercial hosting of the Service, or otherwise provide or make available the Service to any other person for their use;
  13. resell the Service to any person;
  14. create a white label service using the Service;
  15. frame any website provided via the Service; and
  16. use the Service other than as expressly permitted by this License, or in any manner that iCyte reasonably determines to be inappropriate or excessive.

3.3 Purpose

You have no right to use the Service for any purpose other than as specified in this License. The rights granted to you in this License are your only rights in relation to the Service.

3.4 Updates

This License does not grant you any right to enhancements or updates to the Client although iCyte may make available such enhancements or updates to the Client as it sees fit in its absolute discretion. Where iCyte chooses to make any patches, updates, add-ons or hot-fixes to the Client available, this License also applies to them unless they are accompanied by separate terms.

3.5 Corporations

If you are a corporation, or have entered into this License on behalf of a corporation, the corporation is responsible for ensuring that all of its employees and agents comply with the terms of this License.

4. Copyright and Intellectual Property

4.1 Service

Copyright and other intellectual property laws and treaties protect the Service. We own all right, title and interest in and to the Service (and each portion of the Service), and all associated copyright and other intellectual property rights in and to the Service. Portions of the Service are or may be covered by Australian Provisional Patent Number AU 2009201514 and counterpart applications in other countries.

4.2 Licence only

This Service is licensed to you. It is NOT sold to you, and we reserve all other rights in and to the Service not granted in this License. You have no ownership rights in or to the Service (or any portion of the Service), regardless of how you use it, and you acquire no right in or to the Service (or any portion of the Service) other than the limited right to use the Service as expressly permitted in this License.

4.3 Your obligations

You acknowledge that:

  1. the Service permits access to content that is protected by copyright and other intellectual property laws;
  2. you must only use the Service as part of fair use of copyright material, for example, for the purpose of research, study, criticism or review;
  3. you must not use the Service to make wholesale copies of the substantial parts of a web-based document or website; and
  4. you are responsible for ensuring that you do not, in using the Service, infringe or violate any other person's intellectual property or privacy rights or misappropriate confidential information.

iCyte disclaims responsibility if you fail to comply with any of 4.3(a) to 4.3(d) above.

4.4 Annotations

By creating one or more Annotations, you grant to iCyte a royalty-free, perpetual, irrevocable, non-exclusive, transferable right (including any moral rights) and License:

  1. (where you have chosen the Private setting), to use, reproduce, modify, adapt, reformat and translate the Annotations for our internal purposes, and for the purpose of storing the Annotations on our servers;
  2. (where you have chosen the Public setting), to use, reproduce, modify, adapt, publish, reformat, translate, create derivative works from, distribute, communicate to the public, perform and display the Annotations (in whole or in part or as part of a compilation, whether such compilation is created by you or others) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any copyright or other intellectual rights which may exist in the Annotations; and
  3. (for all settings) to transmit or distribute the Annotations over public networks and various media and to make any changes to the Annotations which are required to meet the technical requirements of any network, device, service or media, for the purpose of enabling provision of the Services to users.

iCyte does not assert any ownership over your Annotations; rather, as between us and you, subject to the rights granted to us in this License, you retain full ownership of all of your Annotations and any intellectual property rights or other proprietary rights associated with your Annotations. You agree that iCyte is not responsible for protecting and enforcing those rights on your behalf.

4.5 Suggestions

From time to time, you or your employees or agents may send to iCyte suggestions, materials, information, ideas or concepts relating to the Service or Annotations or any other matters ("Ideas"). You hereby grant to iCyte a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and License to use such Ideas as iCyte sees fit, without payment of a fee. Without limiting the foregoing, no Idea will be subject to any confidentiality obligation on your behalf.

4.6 Copyright Complaints

Copyright complaints by users and third parties will be dealt with in accordance with our DMCA Copyright Notice, the current version of which is posted on www.icyte.com/dmca.html. The DMCA Copyright Notice is hereby incorporated by reference into this License. By accepting the terms of the License, you acknowledge you have read and agree to the terms of the DMCA Copyright Notice.

5. Your Account

5.1 Account

  1. In order to use all features of the Service, you must create an account with us, including selecting a unique username and password.
  2. You are fully responsible for maintaining the confidentiality of your username and password, and for all activities that are conducted through or under your account.
  3. You must not under any circumstances share your password with any other person.
  4. You must not transfer, sell, rent, lend or otherwise dispose of your username or password (or attempt to do any of the foregoing).
  5. You must inform us immediately if you suspect or become aware of a breach of security relating to your account and you must change your password.

5.2 Your obligations

When you create an account, you agree to:

  1. provide accurate, current and complete information for the indicated mandatory fields (including a valid email address); and
  2. maintain and update your information to keep it accurate, current and complete; and
  3. if you supply any inaccurate, false or incomplete information (or fail to keep such information current), we have the right to terminate your account and access to the Service.

6. Payment

6.1 License Fee

  1. Unless clause 6.2 applies, you must pay us the License Fees as set out in the iCyte Price List available at www.icyte.com/docs/product_comparison.html, in advance by credit card (or another agreed payment mechanism) on a regular basis in accordance with the subscription option you have chosen. If you do not notify us that you wish to cancel your subscription in accordance with clause 6.1(c) below, your subscription will automatically renew, and the License Fees will automatically be deducted from your credit card (or via another agreed payment mechanism). License Fees are non-refundable, even if you cancel your account during a subscription period or if your circumstances change.
  2. If we do not receive full payment within 30 days of any due date, we reserve the right to change interest at the rate of 1.5% per month without prejudice to our rights to suspend or terminate the License.
  3. If you wish to update your subscription option, credit card or other payment details or if you wish to cancel your account, you must provide us with at least seven (7) days written notice before the next due date for your License Fee payment.
  4. We will review the License Fees from time to time, and will provide you with at least 30 days notice of any changes to the License Fees on www.icyte.com. Upon receiving such a notice from iCyte, you will have the right to elect to terminate the License before the due date for your next License Fee payment, by providing iCyte with at least seven (7) days written notice before the next due date for your License Fee payment.
  5. You are responsible for all taxes payable in connection with our supply of the Service, other than taxes levied on iCyte’s net income.
  6. You must pay us the License Fee and any other amounts owing to us without set-off or deduction or withholding for or on account of any counterclaim or any present or future taxes, levies, duties, charges or fees.
  7. If you sign up to an iCyte account by mistake (including where you accidentally establish multiple accounts), or if you change your mind about the Service, and contact us, in accordance with clause 14 of this License, within the first 48 hours after initial sign-up, we will refund your License Fees less a handling fee, cancel your account and remove all your Annotations from our server.

6.2 Education Account

  1. Users who wish to use the Service for educational purposes only can sign up for an education account, provided they meet the requirements for education accounts specified by iCyte from time to time on the iCyte website.
  2. No License Fees apply to education accounts.
  3. Education accounts can only be used for educational purposes and if iCyte becomes aware that you are using an education account for non-educational purposes, then this will amount to a breach of this License and iCyte may (without limitation) take any of the actions specified in clause 8(a).

7. Technical Requirements

7.1 Internet Connection

You are fully responsible for all third party costs associated with accessing the Service, including without limitation all fees charged by your internet service provider.

7.2 Maintenance

We reserve the right to modify, change, suspend, limit or discontinue any aspect, feature or functionality of or relating to the Service at any time, without notice. Without limiting the foregoing, we have the right to interrupt the Service from time to time, as and when we deem appropriate, to perform maintenance relating to the Service.

8. Suspension, Modification and Termination of Accounts

  1. If we suspect that you have breached any term of this License (including but not limited to the restrictions set out in clause 3.3 and the obligation to pay License Fees set out in clause 6), the Privacy Policy or any other policies, terms or rules that may apply to you, if we are not able to verify any piece of information you have provided to us, or if you have in our sole determination otherwise acted in a manner which is inappropriate, we have the right to (without limitation):
    1. edit your Annotations on our Server;
    2. remove your Annotations from our Server;
    3. suspend your ability to make or edit Annotations via the Service;
    4. suspend your access to the Service; and
    5. terminate your access to the Service.

      We reserve the right to take any such action without prior notice.

  2. If your access to the Service is suspended or terminated for any reason or if your Annotations are edited or removed from our Server, you will not be entitled to damages, or any refund or reimbursement of fees or amounts previously paid by or charged to you.

9. Termination

  1. iCyte may terminate this License with immediate effect if you commit what iCyte considers to be a material breach of this License.
  2. Upon termination of this License, you must immediately cease to use the Service, and you must uninstall all copies of the Client in your control, and not attempt to access the Service.

10. Cancellation

  1. You may cancel your account at any time by contacting us in accordance with clause 14 of this License, and you must provide us with at least seven (7) days written notice before the next due date for your License Fee payment in accordance with clause 6(c) of this License, otherwise this next License Fee payment will be automatically deducted. Cancellation of your account or any subscription does not change your obligation to pay all charges made to your account prior to any such cancellation.
  2. b. If you cancel your account or if this License is terminated, we reserve the right to continue to make your Annotations available in accordance with clause 4.4. In these circumstances, you will be unable to add new Annotations, edit your Annotations or change any settings in relation to your Annotations. We have no obligation to make your Annotations available after you cancel your account or if this License is terminated.

11. No Warranty

11.1 'as is'

The Service is provided on an "as is" basis and, to the fullest extent permitted by applicable law, iCyte hereby expressly disclaims all warranties, whether express, implied or statutory, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, reliability, accuracy, completeness and quiet enjoyment. You may have additional consumer rights under your local laws that this License cannot change. Any implied warranties that cannot be excluded are limited to 30 days or the shortest period permitted by applicable law, whichever is greater.

11.2 Access

  1. iCyte makes no warranty regarding your access to the Service or iCyte website. Due to the nature of the internet and software programs, during use of the Service you may experience errors, poor network performance and other issues that detract from your use of the Service. While iCyte takes steps to maintain the Service, it does not warrant that the Service will be constantly available or warrant that you will have uninterrupted and error-free access to the Service.
  2. Further, due to regulatory or technical restrictions, you may not be able to access the Service from your location. You should verify access prior to accepting the License - iCyte is not responsible for your inability to access the Service.
  3. Further, and without limiting any other term of this License, we are not responsible for:
    1. Internet, electronic, hardware, software, network or other computer-related failures, malfunctions or errors;
    2. any disruptions, damages, losses, failures or errors that are caused by events or occurrences that are beyond our control; or
    3. typographical, processing, mechanical or human errors.

11.3 Consequential Loss

To the fullest extent permitted by law, you cannot recover from us any special, incidental, indirect, punitive or consequential damages, including without limitation, any damages for loss of profits, revenues, time, money, privacy, or confidential or other information, arising out of or relating to your use or inability to use the Service. Without limiting the foregoing, to the fullest extent permitted by law, you cannot recover from us any special, incidental, indirect, punitive or consequential damages for any losses arising from or relating to:

  1. the provision of, or failure or delay to provide the Service or related support services;
  2. the loss, corruption, removal or amendment of any data, including any Annotations;
  3. the loss or corruption of your Service account or other user profile information stored on the Server

even if iCyte has been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion of incidental, consequential or other damages, so the above limitation may not apply to you.

11.4 Limitation of Liability

If iCyte is found to be liable to you, iCyte's liability is limited in all circumstances to one of the following options, as selected by iCyte:

  1. resupply of the Service;
  2. supply of a similar Service;
  3. refunding the amount you paid for the Service;
  4. refunding the amount you paid for the Service plus the amount you paid for one month's subscription;
  5. fixing the Service (if appropriate); or
  6. paying someone else to fix the Service (if appropriate).

11.5 Liability cap

Notwithstanding clause 11.4, to the fullest extent permitted by applicable law, iCyte’s total cumulative liability to you in connection with this License, whether in contract or tort (including negligence) or otherwise, will not exceed $50.00.

12. Indemnity

You agree to indemnify iCyte for all losses, liabilities, damages and costs and expenses (including without limitation reasonable legal and attorneys’ fees) that iCyte may suffer or incur arising out of or relating to your use or misuse of the Service or breach of this License, or in respect of any claim made or legal or regulatory action brought against iCyte arising out of or relating to your conduct or your use or misuse of the Service or breach of this License.

13. General

  1. For any reason, iCyte may cease providing the Service without notice or refund.
  2. Except as expressly stated herein, this License and the Privacy Policy (as each may be amended from time to time as permitted under this License) represents the entire agreement between us relating to your use of the Service.
  3. If any term of this License or the Privacy Policy is found to be unlawful, void or unenforceable, then that finding will not affect the validity and enforceability of any other term and the affected term will be changed and interpreted so as to best accomplish the objectives of such term within the limits of applicable law.
  4. To the greatest extent permitted by applicable law, any claim related to your use of the Service, the License or the Privacy Policy must be brought within 1 year of the date on which the act giving rise to the claim occurred.
  5. iCyte may assign or transfer any portion of the License to any third party without your consent. You may not assign, sublicense or transfer any obligation imposed or right granted by the License. Any attempt to do so will be void.
  6. All parts of this License apply to the maximum extent permitted by applicable law. A court may hold that we cannot enforce a part of this License as written, and in such case we will replace that part with terms that most closely match the intent of the part that we cannot enforce. The rest of the License will not change.
  7. Failure by iCyte to enforce its rights under the License in no way waives its claims to such rights. If iCyte grants you an express waiver to certain terms or conditions in the License, the waiver is only applicable to those express terms and on the conditions specified in the waiver.
  8. In judicial or administrative proceedings, the License (in printed or electronic form) applicable at the date relevant to the case is admissible and binding in the same manner as any other piece of evidence.
  9. This License is governed by and construed in accordance with the laws of the State of California, USA and by using the Service you agree that any dispute or controversy between us relating to the Service or this License will be subject to the jurisdiction of the courts of the Northern District of California and their courts of appeal. The UN Convention on Contracts for the Sale of International Goods is expressly disclaimed.

14. Notices

Where we are required or permitted to give you information (eg a notice), we may do so in any way, including by:

  1. giving you the information in person; or
  2. giving you the information by telephone, facsimile, mail or email using the contact details you give to us; or
  3. making the information available at: www.icyte.com.

Where we give you information in person or by telephone, it is taken to be received by you at the time we give it. Where we give you information by facsimile, it is taken to be received by you at the time shown on the transmission confirmation report produced by the fax machine from which it was sent. Where we give you information by mail, it is taken to be received by you on the day after posting. Where we give you information by email, it is taken to be received by you when the email is sent, regardless of any response to the email. Where we make information available on our website, it is taken to be received by you at the time the information is made available on the website.

15. Contact Details

iCyte can be contacted at:

iCyte, INC
2885 Sanford Ave, SW #15482
Grandville, Michigan. 49418
info@icyte.com
www.icyte.com

All parts of the Service (including the Client, the Servers and all other related software) and all software and intellectual property related to the Service are copyright 2008,2009, 2010 iCyte, Inc. All Rights Reserved.