IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU” OR THE “AUTHORIZED USER”) AND AMYRIS, INC. (“WE” OR “AMYRIS”). BEFORE ACCESSING OR USING ANY PART OF THE WWW.AMYRIS.COM WEBSITE, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF SERVICE AGREEMENT (“TERMS”) AS IT GOVERNS YOUR ACCESS TO AND USE OF THIS AMYRIS WEBSITE AND ANY SERVICES, CONTENT, TOOLS, MATERIALS, OR INFORMATION AVAILABLE THROUGH THE AMYRIS WEBSITE OR USED IN CONNECTION THEREWITH (COLLECTIVELY, THE “SITE”). YOU MUST ACCEPT THE TERMS, IN FULL, BEFORE USING ANY OF THE SITE. YOU CAN ACCEPT THE TERMS IN TWO WAYS: (1) BY CLICKING TO “ACCEPT” OR “AGREE” TO THE TERMS, WHERE THIS OPTION IS PRESENTED OR MADE AVAILABLE TO YOU ON THE SITE, AND (2) BY ACTUALLY USING ANY SITE.
BY USING THE SITE, YOU AGREE TO THE TERMS, IN FULL. IF YOU DO NOT AGREE TO THE TERMS, DO NOT USE ANY OF OUR WEBSITES. EXCEPT AS OTHERWISE PROVIDED, THE TERMS ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE. AND YOUR CONTINUED USE OF OUR SITE AFTER ANY CHANGE(S) HAVE BEEN IMPLEMENTED CONSTITUTES ACCEPTANCE BY YOU OF SUCH CHANGE(S).
TERMS AND CONDITIONS
1. LICENSE GRANT. The Site is provided by Amyris, and these Terms provide to You a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Site and any programs, services, tools, materials, or information made available through or from the Site conditioned on Your continued compliance with the terms and conditions of the Terms. These Terms permit You to use and access for personal or business purposes only the Site, provided that all electronic or physical copies contain all copyright and other applicable notices contained in such materials and information.
2. RESTRICTIONS.You may use our Site only as permitted by the Terms and only in a manner consistent with all applicable federal and state laws, rules and regulations, and generally accepted practices or guidelines in relevant jurisdictions, including any laws governing the export of data to or from the United States.
You agree not to use any “deep-link”, “robot”, or other automatic or manual device, software, program, code, algorithm or methodology, to access, copy or monitor any portion of any Site or its content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or its content, or obtain or attempt to obtain any materials or information through any means not purposely made available by us through the Site. We reserve the right to take measures to prevent any such activity.
You agree not to gain or attempt to gain unauthorized access to any portion or feature of the Site, or any other system or network connected to the Site or to any of our business partners’ servers, systems or networks, by hacking, “password-mining” or using any other illegitimate method of accessing data.
You agree not to probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You agree not to not reverse look-up, trace or seek to trace any information on any other visitor to the Site, or any other customer of Amyris, in any way where the purpose is to discover materials or information, including but not limited to Personally Identifiable Information (PII) or other information that reasonably could be used to connect non-PII to PII.
You agree not to take any action that would cause an unreasonably or disproportionately large load on the infrastructure of the Site or our systems or networks, or any systems or networks connected to the Site or to us in an attempt to overwhelm our systems to create a “denial of service” or similar attack.
You agree not to use any device, technology or method to interfere or attempt to interfere with the proper functioning or features of any Site or any transaction occurring on a Site, or with any other person’s use of any Site.
You agree not to forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal You send to us on or through any Site or any service offered on or through any Site. You agree not to impersonate or pretend that You are any other person or falsely claim You represent another person.
You may not use the Site in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Amyris.
3. USER OBLIGATIONS. By downloading, accessing, or using the Site in order to view our information and materials or submit information of any kind, You represent that You are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Site, including, without limitation, when You provide information via an Amyris submission form. You agree to abide by all applicable local, state, national, and international laws and regulations with respect to Your use of the Site. Without limiting the generality of the foregoing, You agree that You shall not use nor disclose to any other party in a manner not permitted by this Terms any personally identifiable information, which You receive, or which is made available from Amyris in connection with these Terms. These Terms are also expressly made subject to any applicable export laws, orders, restrictions, or regulations. In addition, You also acknowledge and agree that use of the Internet and access to or transmissions or communications with the Site are solely at Your own risk. While Amyris has endeavored to create a secure and reliable Site, You should understand that the confidentiality of any communication or material transmitted to/from the Amyris Site over the Internet or other form of global communication network cannot be guaranteed. Accordingly, Amyris is not responsible for the security of any information transmitted to or from the Site. You agree to assume all responsibility concerning activities related to Your use of the Site.
4. OTHER TERMS AND CONDITIONS. Additional notices, terms, and conditions may apply to Your participation in a particular program, conference, and/or to other specific portions or features of the Site, all of which are made a part of these Terms by this reference. You agree to abide by such other notices, terms, and conditions. If there is a conflict between these Terms and the terms posted for or applicable to a specific portion of the Site, the latter terms shall control with respect to Your use of that portion of the Site. Amyris’s obligations, if any, with respect to its services, tools, materials, or information are governed solely by the terms, conditions, notices, and agreements pursuant to which they are provided, and nothing on the Terms should be construed to alter such terms, conditions, notices, and agreements.
6. YOUR SUBMITTED CONTENT AND FEEDBACK. Amyris welcomes Your feedback and suggestions about Amyris’s products or services or Site. By transmitting or posting in the Site any suggestions, ideas, information, material, know-how, techniques, questions, comments or other content other than those specifically requested by us (e.g., through a contest or promotional event) (collectively, “User Communication”) to Amyris, You represent and warrant that such User Communication does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey to Amyris and enable Amyris to use or post such User Communication.
You agree that we may use any User Communication for any purpose in our sole discretion, including reproduction, transmission, disclosure, publication, broadcast, development, manufacturing and/or marketing in any manner whatsoever for any or all commercial or non-commercial purposes. You agree that Amyris shall be under no obligation (1) to maintain any User Communication in confidence; (2) to pay compensation for any User Communication; or (3) to monitor, use, return, review or respond to any User Communication. We will have no liability related to the content of any User Communication, whether arising under the laws of copyright, libel, privacy, obscenity, or otherwise. We retain the right to remove any User Communication that includes any material we deem inappropriate or unacceptable (for example, see Sections 7 and 9 below).
7. User–Generated Content Rules.
If You become aware of any violation of the User Generated Content Rules herein described or other unacceptable behavior by any user, You should report such activity to Amyris by following the process in Section 9 and emailing: DMCA@amyris.com.
If You submit or post information on any of our Sites, You are solely responsible for each User Communication that You post on the Site or transmit to Amyris or other users and agree that You will not hold Amyris responsible or liable for any User Communication from another user that You access on the Site. Moreover, Amyris, reserves the right to delete any User Communication from our Site.
Categories of prohibited User Communications are set forth below and reflect examples but are not intended to be exhaustive of what constitutes prohibited User Communications. Without limitation, You agree that You will not post or transmit to other users:
a. anything that interferes with or disrupts the Site or the operation thereof,
b. statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way infringes on the rights of others,
c. unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others,
d. statements or material that violates other contractual or fiduciary rights, duties, or agreements,
e. statements or material that is bigoted, hateful, or racially offensive,
f. statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction,
g. statements or material that constitutes anti-competitive collaboration and/or antitrust violations,
h. statements or material that contains obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person,
i. statements or material that harms minors,
j. statements or material that impersonates any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of Amyris,
k. statements or material that misrepresents Your affiliation with any entity and/or Amyris,
l. anything that violates the privacy or publicity rights of any other person, including, without limitation, displaying any personal identifying information of another individual,
m. chain letters or pyramid schemes,
n. statements or material that constitutes junk mail, spam, or unauthorized advertising, solicitation or promotional materials, and
o. files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the Site.
8. PROPRIETARY RIGHTS. These Terms provide only a limited license to access and use the Site. Accordingly, You expressly acknowledge and agree that Amyris transfers no ownership or intellectual property interest or title in and to the Site to You or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Site, unless otherwise indicated, are owned, controlled, and licensed by Amyris and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Amyris does not grant any express or implied right to You or any other person under any intellectual or proprietary rights. Accordingly, Your unauthorized use of the Site may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. Please be aware that Amyris does enforce its intellectual property rights to the fullest extent of the law and, in particular and without limitation, with respect to illegal use of terms confusingly similar to any of Amyris’s trademarks. Amyris also owns a copyright in the contents of the Site as collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content of the Site. Any downloadable or printable programs, directories, databases, information, or materials available through the Site and all copyrights, trade secrets, and know-how related thereto, unless otherwise indicated, are owned by Amyris. Amyris, the Amyris trademarks and logo, and all other names, logos, and icons identifying Amyris and its programs, products, and services are proprietary trademarks of Amyris, and any use of such marks, including, without limitation, as domain names, without the express written permission of Amyris is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.
9. COPYRIGHT AND TRADEMARK RULES (DMCA) Amyris is committed to complying with copyright and related laws, including the Digital Millennium Copyright Act (DMCA), and we require all users of the Site to comply with these laws. Accordingly, You may not store any material or content on, or disseminate any material or content over, any Site in any manner that constitutes an infringement of third-party intellectual property rights, including but not limited to, rights granted by copyright law.You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is our policy to terminate use privileges of any user who infringes the copyright rights of others upon receipt of proper notification to us by the copyright owner or the copyright owner’s legal agent.
Infringement Notification. If You believe that Your work has been copied and posted on Site in a way that constitutes copyright infringement, please provide our designated agent with the following information:
· an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
· a description of the copyrighted work or other intellectual property that You claim has been infringed;
· identification of the material that is claimed to be infringing and a description of where the material that You claim is infringing is located on the Site;
· Your address, telephone number, and, if possible, email address;
· a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
· a statement by You, made under penalty of perjury, that the information contained in Your report is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
The foregoing information (“DMCA Notice”) should be sent to our “Designated Agent” as follows:
Attn: Legal Department
5885 Hollis Street, Suite 100
Emeryville, CA 94608 USA
Counter-Notice. If Your work has been removed due to a DMCA Notice pursuant to the foregoing procedure, and You believe that Your content is not infringing, then You may send a counter-notice (“DMCA Counter-Notice”) to our Designated Agent (contact information above) containing the following information:
· Your physical or electronic signature;
· Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
· A statement that You have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
· Your name, address, telephone number, and e-mail address, a statement that You consent to the jurisdiction of the federal court in San Francisco, California, and a statement that You will accept service of process from the person who provided notification of the alleged infringement.
If a DMCA Counter-Notice is received by our Designated Agent, Amyris may send a copy of the DMCA Counter-Notice to the original complaining party informing that person that we may replace the removed content or cease disabling it in ten (10) to fourteen (14) business days. Unless the alleged copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the DMCA Counter-Notice, at Amyris’ sole discretion.
10. LINKS TO OTHER SITES. Amyris may provide links, in its sole discretion, to other sites on the Internet for Your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by Amyris and are maintained by third parties over which Amyris exercises no control. Accordingly, Amyris expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party.
11. THIRD-PARTY PRODUCTS/SERVICES. Amyris, in its sole discretion, may post the advertisements of third parties on the Site and/or feature materials, programs, products, and services provided by third parties, including, without limitation, Amyris’s members. Amyris makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third-party materials, programs, products, and services or any other materials, programs, products, and services which such third-party materials, products, and services may access. Your correspondence or any other dealings with third parties found on the Site are solely between You and such third party. Accordingly, Amyris expressly disclaims responsibility and liability for all third-party provided materials, programs, products, and services contained on or accessed through the Site, and You agree that Amyris shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such third parties on the Site.
12. DISCLAIMER.WHILE AMYRIS ENDEAVORS TO PROVIDE RELIABLE INFORMATION, CONTENT, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS, THE INFORMATION, CONTENT SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. AMYRIS IS ALSO NOT RESPONSIBLE FOR ANY POSTINGS PROVIDED BY YOU THAT ARE AVAILABLE THROUGH OR FROM THE SITE. MOREOVER, AMYRIS MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE SITE OR IN THE INFORMATION, CONTENT, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON THE SITE AT ANY TIME AND FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, CONTENT, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE SITE. AMYRIS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, CONTENT, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE SITE FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. AMYRIS ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
13. LIMITATION OF LIABILITY. You expressly absolve and release Amyris from any claim of harm resulting from a cause beyond Amyris’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. MOREOVER, IN NO EVENT SHALL AMYRIS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THE SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF AMYRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. IF ANY PART OF THESE WARRANTY DISCLAIMERS OR LIMITATIONS OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON OR IF WE ARE OTHERWISE FOUND TO BE LIABLE TO YOU IN ANY MANNER, THEN OUR AGGREGATE LIABILITY FOR ALL CLAIMS UNDER SUCH CIRCUMSTANCES FOR LIABILITIES, SHALL NOT EXCEED THE LESSER OF (I) THE AMOUNT PAID BY YOU FOR YOUR USE OF THE SITE DURING THE PRIOR SIX (6) MONTHS OR (II) TEN DOLLARS ($10).
14. INDEMNITY. You agree to defend, indemnify and hold harmless Amyris and affiliates, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) any breach by You of any of these Terms, (ii) Your postings, (iii) Your use of materials or features available on the Site (except to the extent a claim is based upon infringement of a third party right by materials created by Amyris) or (iv) a violation by You of applicable law or any agreement or terms with a third party to which You are subject.
15. NOTICE OF SECURITY BREACH. In addition to the foregoing indemnification obligation, if You discover or are notified of a breach or potential breach of security with respect to any personally identifiable information provided or made available by Amyris, You shall immediately (i) notify Amyris of such breach or such potential breach and (ii) if the applicable data was in Your possession or control, including, without limitation, in instances where such possession or control was permitted by these Terms at the time of such breach or potential breach, You shall immediately (a) investigate such breach or such potential breach, (b) inform Amyris of the results of such investigation, (c) assist Amyris using commercially reasonable efforts in maintaining the confidentiality of such information, and (d) assist Amyris as reasonably necessary to enforce Amyris ‘s rights and to enable Amyris to comply with any state or federal law requiring the provision of notice of any security breach with respect to any personally identifiable information of the affected or impacted data subjects.
16. GOVERNING LAW. These Terms has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of California, U.S.A. as applied to agreements entered into and completely performed in the State of California. You and Amyris each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts in the State of California for any disputes between us under or arising out of these Terms. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Terms and acknowledge that either party may seek attorney’s fees in any proceeding. Any claim You might have against Amyris must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to these Terms and is hereby disclaimed. Amyris makes no representation that the Site is appropriate or available for use in other locations outside the State of California, and access to the Site from states, territories, or nations where any aspect of the Site is illegal is prohibited. You access the Site on Your own volition and are responsible for compliance with all applicable local laws with respect to Your access and use of the Site.
17. ENFORCING SECURITY ON THE SITE. Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. Amyris reserves the right to view, monitor, and record activity on the Site without notice or permission from You, including, without limitation, by archiving notices or communications sent by You through the Site. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Site as well as to disclosures required by or under applicable law or related government agency actions. Amyris will also comply with all court orders involving requests for such information. In addition to the foregoing, Amyris reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the Site, or any portion of the Site, in order to protect the Site, Amyris, or Amyris’s business.