Pacific Biosciences of California, Inc. ("Pacific Biosciences") provides you with access to and use of Pacific Biosciences' website ("Site") and the content thereon, subject to the following terms and conditions ("Terms"). Please read all of these Terms carefully, as your continued use of this Site will indicate that you have read and understood these Terms and that you agree to be bound by all of these Terms. Access to and use of certain portions of this Site may be subject to additional terms and conditions, and such additional terms and conditions are in addition to those provided below. The Terms are subject to change without notice, so please read them regularly when accessing this Site, as your use of the Site will indicate your agreement to be bound by the Terms then provided in this section of the Site. If you do not wish to be bound by these Terms, please exit this Site immediately.
a. Pacific Biosciences hereby grants you a limited, non-exclusive license to use the contents of this Site, including but not limited to all text, data, graphics, software, video, and animation contained on the Site (collectively "Content"), solely for the purpose of obtaining information about Pacific Biosciences, its products and services ("Purpose"), and all other uses are expressly prohibited.
b. You may not copy, display, distribute or modify any Content of the Site without the express written consent of Pacific Biosciences. Notwithstanding the foregoing, you may download Content from the Site to any single computer solely for the Purpose described above, and provided that you maintain all copyright, trademark and other legal notices intact, and comply with any applicable end-user license agreements.
c. The Content of this Site may be protected, in whole or in part, by intellectual property laws of the United States and other countries, including but not limited to copyright, trademark and patent laws. Pacific Biosciences, the Pacific Biosciences logo, PacBio, SMRT, and SMRTbell are trademarks of Pacific Biosciences in the United States and/or certain other countries. All other trademarks are the sole property of their respective owners. Except for the limited license provided above, no right or license is granted or implied to use any copyrighted Content or trademarks (registered or unregistered) of Pacific Biosciences or any third party. The use of these trademarks or any other materials, except as permitted herein, is expressly prohibited and may be in violation of federal or other applicable laws. Nothing on this Site constitutes any grant of license, or offer to grant a license of any kind, express or implied, under any patents owned or licensed by Pacific Biosciences, and any and all implied licenses under any such patents are expressly disclaimed.
e. Unless otherwise expressly provided, nothing on this Site constitutes any offer or invitation to conduct business in any jurisdiction, and any implied offers are expressly disclaimed.
f. Except as expressly provided elsewhere herein, on the Site, or in a separate written agreement with Pacific Biosciences, any information, feedback, comments or other submissions made to Pacific Biosciences will be treated as non-confidential and non-proprietary. Accordingly, you represent and warrant that you will not submit any proprietary or confidential information, feedback, comments or other submissions to Pacific Biosciences, and that any information, feedback, comments or other submissions submitted to Pacific Biosciences shall become the property of Pacific Biosciences.
2. No Warranties and Limitation of Liability
a. Pacific Biosciences provides access to, and Content on the Site on an "as is" basis, and makes no warranties, express or implied, of any kind with respect to the Site or its Content. Without limiting the foregoing, Pacific Biosciences specifically excludes and disclaims any warranties or representations as to the accuracy, completeness, timeliness, relevance, objectivity or fitness for any particular purpose of any of the Content, or that any of the Content on the Site does not infringe the intellectual property rights of third parties. Pacific Biosciences makes no warranties or representations that the Site or its Content, including but not limited to downloadable Content, will run or display properly on your computer or that such Content is free from viruses, ad-ware, or other destructive programs or features, that may infect your computer, when accessing this Site or the Content thereof, or any websites linked to this Site.
b. This Site is operated by Pacific Biosciences from its headquarters in Menlo Park, California, U.S.A., and Pacific Biosciences makes no representations or warranties that access to and use of the Site from other countries is possible, appropriate, or legal in such other countries. By accessing this Site, you acknowledge that you are doing so at your own risk, and you represent and warrant that you are in compliance with all laws and regulations of the jurisdiction from which you are accessing the Site.
c. Your access to and use of the Site and its Content is at your own risk, and Pacific Biosciences, its officers, directors, employees, agents, contractors and affiliates will not be liable, and assume no liability, on any basis, for any direct, indirect, incidental, consequential, punitive or special loss or damages, arising out of your access to and use of the Site, whether such damages arise under tort (including negligence), contract, or any other theory of liability.
d. In addition to the foregoing, and to the extent permitted by law, Pacific Biosciences expressly disclaims and excludes any and all warranties, representations, liabilities, and obligations, express or implied, of any kind (including but not limited to any conditions of satisfactory quality, fitness for a particular purpose, or use of reasonable skill and/or care), which might otherwise be implied or incorporated into these express terms and conditions, whether by statute, law or otherwise.
e. Notwithstanding any of the foregoing, nothing provided herein is intended to relieve Pacific Biosciences of liability arising from Pacific Biosciences intentional or negligent publication on the Site of Content that is fraudulent, libelous or defamatory, or for which the publication of such Content is illegal.
3. Hyperlinks to or from the Site
a. Linking from Pacific Biosciences' Site: This Site may include hyperlinks to other websites owned, managed and/or operated by third parties, which third party websites may have their own terms and conditions of use associated therewith. The hyperlinks to these third party websites are provided solely for your convenience and do not constitute any endorsement, recommendation, affirmation or statement of affiliation by Pacific Biosciences with respect to such third party or such third party's website or the content thereof. Pacific Biosciences makes no representations or warranties connected with your access to or use of such third party websites or the content thereof. Without limiting the foregoing, Pacific Biosciences assumes no liability for any damages arising out of your access to or use of any third party websites hyperlinked to the Site, or any content on such third party websites, and by linking to or otherwise accessing such third party websites, you expressly acknowledge that Pacific Biosciences shall have no liability for your access to or use of such third party websites, and you expressly waive any claim, suit or action for damages against Pacific Biosciences arising out of your access to and use of the third party website(s).
b. Linking to Pacific Biosciences' Site: Except as specifically provided herein, you may not create hyperlinks to this Site. You may provide hyperlinks to the Site on a non-commercial, not-for-profit website, or within any non-commercial software application, that is freely accessible by the public at no charge. If you desire to link to this Site in any other manner, you must first obtain Pacific Biosciences' written permission to do so. You may not link to this Site in any manner which states or implies any affiliation between you or your organization and Pacific Biosciences, or any sponsorship, endorsement, approval or recommendation of you or your organization by Pacific Biosciences, without the express written approval of Pacific Biosciences. Any permitted link to this Site must clearly identify Pacific Biosciences as the owner of this Site. Pacific Biosciences reserves the right to redirect (to any page it chooses) or block any links to the Site.
c. Forward Looking Statement All statements in the Site that are not historical are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act as amended. Forward-looking statements may involve substantial risks and uncertainties. These statements may contain words such as "believe," "will," "may," "estimate," "anticipate," "continue," "intend," "expect," "plan," the negative of these terms, or other similar expressions. You should consider these forward-looking statements carefully because they may include statements regarding our future expectations or projections about future events. Any expectations based on these forward-looking statements are subject to risks and uncertainties and other important factors, including those discussed from time to time in documents we have filed with the Securities and Exchange Commission. Actual results may differ materially from the results expressed or implied by the forward-looking statements. You are cautioned that forward-looking statements are not guarantees of future performance. We undertake no obligation to update these forward-looking statements over time.
4. Indemnification. You agree to defend, indemnify, and hold harmless Pacific Biosciences, its officers, directors, employees, agents, contractors and affiliates, from and against any claims, actions, demands or suits, including, without limitation, reasonable attorneys' fees, arising from your access to and use of the Site and Content, or any other breach of the Terms.
5. Governing Law. These terms and conditions shall be interpreted according to the laws of the State of California, without regard to its conflicts of laws provisions, and the laws of the United States of America. Any action arising from access to or use of the Site, and/or involving these terms and conditions, shall be brought in the state courts in the State of California, County of Santa Clara, or in the United States District Court for the Northern District of California, and you hereby consent to jurisdiction of such courts in any such action.
6. Termination. Pacific Biosciences may, in its sole discretion, modify, restrict, or terminate this agreement, any of the Terms, and/or your continued access to and use of the Site and its Content, at any time and without notice or liability.