SYMAPTIC TERMS OF SERVICE FOR RESEARCH DATABASE (RDB)
Thank you for selecting the Services offered by Symaptic Pty Ltd and/or its subsidiaries and affiliates (referred to as “Symaptic”, “we”, “our”, or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legally binding agreement between you and Symaptic. By clicking “I Agree,” indicating acceptance electronically, or by installing, accessing or using the Services, you agree to be bound by the terms in this Agreement. If you do not agree to this Agreement, then you may not use the Services. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorized representative.
This Agreement describes the terms governing your use of the Symaptic online services provided to you on this website, including Content (defined below), updates and new releases (collectively, the “Services”). This Agreement includes by reference:
- Symaptic’s Privacy Statement
- Additional terms and conditions made available to you, which may include those from third parties.
- Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.
2. YOUR RIGHTS TO USE THE SERVICES
2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Symaptic within this Agreement. Symaptic reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Symaptic grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.
2.2 You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
- Provide access to or give any part of the Services to any third party.
- Reproduce, modify, copy, sell, trade, lease, rent or resell the Services.
- Decompile, disassemble, or reverse engineer the Services.
- Make the Services available on any file-sharing or application hosting service.
For Services offered on a payment or subscription basis, the following terms apply, unless Symaptic or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
- Payments will be billed to you by Symaptic in Australia Dollars (AUD), plus any and all applicable taxes, including without limitation GST, as shown in the product ordering
- You must pay with one of the following:
- Electronic Funds Transfer to Sympatic’s Bank account as per the details provided on the invoice;
- By another payment option Symaptic provides to you in writing.
- If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any further use of the Services.
- Symaptic will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services subscription is cancelled or terminated in accordance with this Agreement.
- Additional cancellation or renewal terms may be provided to you on the website for the Services.
4. USE WITH YOUR MOBILE DEVICE
Use of these Services may be available through a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
TO THE EXTENT PERMITTED BY LAW, SYMAPTIC MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
- THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
- ANY LOSS, DAMAGE OR SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
- ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
5. YOUR PERSONAL INFORMATION
You can view Symaptic’s Privacy Statement provided with the Services, which is also made available on the website for the Services. You agree to the applicable Symaptic Privacy Statement and any changes published by Symaptic and notified to you via the website. You agree that Symaptic may use and maintain your data according to the Symaptic Privacy Statement, as part of the Services. This means that Symaptic may use your data to improve the Services and to develop new products or services.
6. CONTENT AND USE OF THE SERVICES
6.1 Responsibility for Content and Use of the Services
a. Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services (“Content”), which will include without limitation any Content that account holders (including you) provide through your use of the Services. Symaptic is not responsible for any of your Content that you submit through the Services.
b. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:
- Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages “flaming” others or criminal or civil liability under any local, state, federal or foreign law;
- Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;
- Except as permitted by Symaptic in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or spamming or flooding;
- Virus, Trojan horse, worm or other disruptive or harmful software or data; and
- Any Content that you do not own or have the right to use without permission from the intellectual property rights owners thereof.
6.2 Restricted Use of the Services
You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of Symaptic or could subject Symaptic to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in Symaptic’s opinion, is prohibited under this Agreement; (v) any other activity that places Symaptic in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of a Symaptic system or network or to breach Symaptic’s security or authentication measures, whether by passive or intrusive techniques. Symaptic reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.
6.3 Community forums
The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. Symaptic does not support and is not responsible for the Content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Symaptic is not responsible.
6.4 Symaptic may freely use feedback you provide
You agree that Symaptic may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services. You grant Symaptic a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Symaptic in any way.
6.5 Symaptic may monitor Content
Symaptic may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect Symaptic or its customers, or operate the Services properly. Symaptic, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
7. ADDITIONAL TERMS
Symaptic may be required by law to send you communications about the Services or third party products. You agree that Symaptic may send these communications to you via email or by posting them on our websites.
7.2 You will manage your passwords and accept updates
You are responsible for securely managing your password(s) for the Services and to contact Symaptic if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
8. DISCLAIMER OF WARRANTIES
8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PEMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYMAPTIC, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, CONDITION, REPRESENTATIONS AND GUARANTEES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY, CONDITION, REPRESENTATION OR GUARANTEE THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. SYMAPTIC AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION.
8.2 To the MAXIMUM extent permitted BY law, SYMAPTIC’S, ITS AFFILIATES’ and ITs SUPPLIERs’ liability for the breach of any implied condition, guarantee, representation or warranty which cannot be excluded is (if any legislation so permits) limited to the maximum extent such condition, guarantee, representation or warranty can be limited under applicable law.
8.3 SYMAPTIC, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
9. LIMITATION OF LIABILITY AND INDEMNITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF SYMAPTIC, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE FIRST CAUSE OF ACTION GIVING RISE TO A CLAIM. SUBJECT TO APPLICABLE LAW, SYMAPTIC, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET SYMAPTIC SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF SYMAPTIC AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF SYMAPTIC, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
FOR THE AVOIDANCE OF DOUBT, SYMAPTIC DOES NOT EXCLUDE LIABILITY WHICH CANNOT BE EXCLUDED UNDER THE COMPETITION AND CONSUMER ACT 2010 (CTH) OF AUSTRALIA.
You agree to indemnify and hold Symaptic and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of: (i) your use of the Services in breach of any laws or regulations; (ii) your breach of clauses 2.2, 6, or 12 of Section A of this Agreement; (iii) any breach by you of any third party rights (including intellectual property rights); (iv) your willful breach of this Agreement (v) your breach of clauses 5 or 10 of Section B of this Agreement; or (vi) any other breach of this Agreement, (collectively referred to as “Claims”). Symaptic reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Symaptic in the defense of any Claims.
We reserve the right to modify this Agreement, in our sole discretion, at any time, and the modifications will be effective when posted through the Services or on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.
Symaptic may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, effective immediately, in whole or in part, if we determine that your use of the Services: (i) violates the Agreement; (ii) is in violation of a law or regulatory requirement; (iii) is in a manner not contemplated by this Agreement; (iv) is improper or substantially exceeds or differs from what would be reasonably considered normal use by other users; (v) raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues; (vi) to protect the integrity or availability of the Services or systems and comply with applicable Symaptic policy; (vii) if you no longer agree to receive electronic communications; or (viii) or if your use of the Services conflicts with Symaptic’s interests or those of another user of the Services. Upon your receipt of Symaptic’s notice that your use of the Services has been terminated you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Symaptic’s rights to any payments due to it. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated.
12. GOVERNING LAW AND JURISDICTION
This Agreement will be governed by the laws of Victoria, Australia. All disputes, controversies or claims in connection with this Agreement or breach thereof, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber Of Commerce (“ICC Rules”), by a single arbitrator mutually agreed to by the parties appointed in accordance with the ICC Rules. The place of arbitration shall be Melbourne, Australia, and all proceedings, including required notices and requests to the parties shall be conducted in the English language. Each party may select its own counsel, including foreign counsel to participate on its behalf. The parties may engage in mutually agreed to, reasonable discovery subject to the ICC Rules. The award by the arbitrator shall be final and binding on the parties, and each party hereby waives to the fullest extent permitted by law any right it may otherwise have under the laws of any jurisdiction to any form of appeal. Notwithstanding the foregoing, the parties agree that each party has the right to seek, to the extent permitted under the laws of any relevant jurisdiction, temporary or permanent injunctive or other similar relief in any court of other authority of competent jurisdiction in respect of any claims of breach of confidentiality or for an order of specific performance or other relief. Each party will be responsible for its own costs of arbitration.
Symaptic does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. Symaptic prohibits accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction.
Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.
This Agreement is the entire agreement between you and Symaptic regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer this Agreement to anyone without written approval of Symaptic. However, Symaptic may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by Symaptic; or (c) a successor by merger. Any assignment in violation of this Section shall be void.