(Translated by https://www.hiragana.jp/)
BioCyc Individual Subscription License Terms
0. DEFINITIONS
"Agreement" means these terms.
"Authorized Use means use by one individual user for either:
(a) if you purchased a commercial subscription, any use; or
(b) if you purchased an academic subscription, only non-commercial and academic
uses, which includes efforts sponsored by contracts and grants sponsored by
government and non-profit funding agencies, but expressly excludes use on
commercially-sponsored research unless the results of the work will be
published in the open literature.
"Licensed Materials" means the complete BioCyc Pathway/Genome Database collection, which
includes sequenced genomes and metabolic pathway data and online analysis tools.
"Licensed Term" means the period of time for which you have paid the subscription fee
for this License.
"Licensee" means you or, if you purchased the subscription on behalf of your employer or
university and you are legally authorized to bind that entity, that employer or
university.
"SRI" means SRI International, a California nonprofit public benefit corporation having
a principal office at 333 Ravenswood Avenue, Menlo Park, California 94025, USA.
1. LICENSE GRANT
1.1 License. Subject to the terms and conditions of this Agreement, SRI hereby grants
to Licensee a nonexclusive, nontransferable, nonsublicensable, revocable license
to access the Licensed Materials solely for the Authorized Use (the "License").
1.2 Credentials. Licensee will be provided with login credentials including a password (the
"Login Credentials"). Licensee shall not share the Login Credentials with any other person.
Any sharing of Login Credentials may result in immediate termination of access with no
refund. Licensee shall promptly notify SRI if it becomes aware of any unauthorized
access to Licensee's account. Licensee is responsible for any and all activities,
whether by Licensee or a third party, conducted using Licensee's Login Credentials.
1.3 Databases. SRI reserves the right to discontinue any particular database in the Licensed
Materials at any time, or to change the status of a particular database in the Licensed
Materials from a paid database to a free database, or vice versa.
1.4 Uptime. SRI will make reasonable efforts to make online access to the Licensed Materials
available on a continuous basis. However, availability will be subject to periodic interruption
and downtime for server maintenance, software installation or testing, loading new files,
and other reasons at the discretion of SRI.
1.5 Government Rights. If Licensee is acquiring the Licensed Materials on behalf of any part of
the United States Government, the following provisions apply. The Licensed Materials are
"commercial computer software" provided in accordance with FAR 12.212 and DFARS 227.7202
and is, therefore, subject to SRI's standard licensing terms as set forth herein. Any use,
modification, reproduction, release, performance, display, or disclosure of the Licensed
Materials by the U.S. Government or any of its agencies shall be governed solely by the terms
of this Agreement and shall be prohibited except to the extent expressly permitted by the
terms of this Agreement.
1.6 No Other Rights Granted. Except for the rights enumerated in this Agreement, the License
does not include a grant to Licensee of any ownership right, title, or interest, nor any
security interest or other interest, in any intellectual property rights relating to the
Licensed Material, or any part thereof. Subject to the License, SRI or its licensors shall
own exclusively all copyright, patent, trade secret, trademark, and other intellectual
property rights in and to the Licensed Materials. The License does not grant, by implication,
estoppel, or otherwise, a license to any SRI intellectual property other than the Licensed
Material. Licensee acknowledges that Licensed Materials may contain or pertain to materials
that are subject to proprietary rights, including copyright, trademark, and patent rights
of third parties; no licenses or rights to such proprietary rights are granted hereunder.
2. PAYMENT
2.1 Fees. Licensee's access is conditioned on successful payment of the fee for accessing the
Licensed Materials for the type of subscription purchased. If Licensee's credit card is
declined or subsequent charges challenged, this Agreement will automatically terminate.
3. AUTHORIZED USES
3.1 Access. Licensee may use any of the following methods to access the Licensed Materials:
a) Use of the BioCyc website to browse, search and view information; and
b) Use of the BioCyc Web Services to access BioCyc databases.
3.2 Copying and Attribution. Licensee may not provide copies of the Licensed Material to third
parties, except that: (1) Licensee may print or copy limited excerpts of the Licensed
Materials for internal use; and (2) may include limited excerpts of the Licensed Material
within Licensee's reports and publications that are provided to third parties, provided that
in any such report or publication Licensee acknowledges BioCyc as the source of any such
published data in the manner described at https://biocyc.org/publications.shtml.
3.3 Prohibited Activities. Licensee shall not remove, alter, or obscure any proprietary
designation or mark contained on or within the Licensed Materials and shall reproduce such
designations and marks on any copies of the Licensed Materials. Except as expressly provided
herein, Licensee shall have no license to, and shall not: (a) market, distribute, or otherwise
exploit the Licensed Materials by sale or other transfer of ownership, by rental, lease,
lending, proxy access, or otherwise; or (b) disclose or disseminate the Licensed Material
to any third party. Crawling or scraping the Licensed Materials in any form, for any purpose
without SRI's prior written consent is expressly prohibited.
4. TERM AND TERMINATION
4.1 Term. This Agreement automatically terminates on the last day of the License Term. In
addition, either party may, in addition to any other rights such party may have at law or
equity, terminate this Agreement early: (a) after any material breach of this Agreement by
the other party if the other party has not cured such breach within fifteen (15) days after
written notice thereof by the non-breaching party; or (b) with the mutual agreement of the
other party as expressed in writing.
4.2 Effect of Termination. Upon termination of this Agreement, Licensee shall have no further
right to use the Licensed Material. Termination of this Agreement shall not relieve the
parties of any obligation accruing prior to termination. Any terms and conditions of this
Agreement, which by their nature extend beyond the term of this Agreement, shall survive
the termination of this Agreement. This includes, without limitation, the disclaimer of
representations and warranties, limitations of liability, and this survival provision.
5. REPRESENTATIONS AND WARRANTIES
5.1 Mutual Representations. Each party hereby represents and warrants to the other party that
such party has taken all necessary corporate action on its part to authorize the execution
and delivery of this Agreement.
5.2 DISCLAIMER OF ALL OTHER WARRANTIES. THE LICENSED MATERIAL AND ANY AND ALL OTHER PRODUCTS OR
SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" WITH ALL FAULTS AND SRI MAKES NO
REPRESENTATIONS, WARRANTIES, OR CONDITIONS (WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
STATUTORY, OR OTHERWISE) WITH RESPECT TO THE LICENSED MATERIAL OR ANY PORTION THEREOF,
INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE,
MERCHANTABILITY, LACK OF NEGLIGENCE, THE NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY
RIGHTS OF ANY THIRD PARTY, FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE (WHETHER OR NOT
SRI KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH
PURPOSE). WITHOUT LIMITATION TO THE FOREGOING, SRI MAKES NO REPRESENTATION OR WARRANTY THAT
THE LICENSED MATERIAL IS: ERROR FREE; COMPATIBLE WITH ANY HARDWARE OR ANY OTHER COMPUTER
SOFTWARE; OR ABLE TO COMPLETE CERTAIN FUNCTIONS IN SPECIFIED TIMES.
6. RISK ALLOCATION
6.1 EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL SRI OR ITS AFFILIATES BE LIABLE
FOR LOSS OF PROFITS OR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF
WHATEVER KIND AND HOWEVER CAUSED, INCLUDING WITHOUT LIMITATION, LOSSES ARISING IN CONNECTION
WITH THE SUPPLY, USE, OR PERFORMANCE OF THE LICENSED MATERIAL OR ANY WORK OR SERVICE PERFORMED
BY SRI. THE FOREGOING PROVISIONS OF THIS SECTION SHALL APPLY WHETHER OR NOT SRI HAS BEEN
ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL
PURPOSE OF ANY REMEDY STATED HEREIN. SRI SHALL NOT BE LIABLE FOR ANY CLAIM ARISING MORE THAN
ONE (1) YEAR PRIOR TO INSTITUTION OF A LEGAL PROCEEDING THEREON.
6.2 THIRD PARTY SUPPLIERS. CERTAIN SOFTWARE LICENSED HEREUNDER MAY CONTAIN FUNCTIONALITY
SUPPLIED BY THIRD PARTIES. IN NO EVENT SHALL SUCH THIRD PARTIES, INCLUDING SRI’S THIRD
PARTY DEVELOPERS, VENDORS, SUPPLIERS, CONTRACTORS, OR CONSULTANTS BE LIABLE FOR ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES ARISING FROM THIS
AGREEMENT. THIRD PARTY SOFTWARE COMPONENTS IN THE LICENSED MATERIAL OR OTHERWISE SUPPLIED BY
SRI MAY NOT BE USED INDEPENDENTLY OF THE LICENSED MATERIAL.
6.3 Maximum Aggregate Liability. Independent of, severable from, and to be enforced independently
of any other provision of this Agreement, IN NO EVENT SHALL SRI'S AGGREGATE LIABILITY TO
LICENSEE (INCLUDING LIABILITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR
DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY LICENSEE) WITH RESPECT TO ANY AND ALL CLAIMS AT ANY
AND ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, IN CONTRACT,
TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO SRI PURSUANT TO THIS AGREEMENT DURING THE
PRIOR TWELVE MONTHS, IF ANY.
6.4 Intentional Risk Allocation. SRI and Licensee each acknowledge that the provisions of this
Agreement were negotiated to reflect an informed, voluntary allocation of risks (both known
and unknown) associated with the transactions associated with this Agreement. The warranty
disclaimers and limitations in this Agreement are intended to limit the circumstances of
liability. The remedy limitations and the limitations of liability are separately intended
to limit the forms of relief available to the parties.
7. INDEMNIFICATION
7.1 Licensee shall indemnify, defend and hold harmless SRI and its affiliates, successors, assigns,
officers, directors, employees, and agents from all losses, liabilities, damages, and expenses
(including reasonable attorneys' fees and costs) that SRI may suffer as a result of any claims,
demands, actions, or other proceedings made or instituted by any 3rd party against SRI arising
out of or relating to Licensee's use of the Licensed Material, except for claims alleging the
Licensed Materials infringe any third party copyrights.
7.2 SRI shall promptly notify Licensee of any proceeding with respect to which SRI intends to claim
such indemnification. Licensee's indemnity obligations shall not apply to amounts paid in any
settlement if effected without the consent of Licensee, which consent shall not be unreasonably
withheld or delayed. Licensee shall not settle or consent to an adverse judgment in any such
claim, demand, action, or other proceeding that adversely affects the rights or interests of
SRI or imposes additional obligations on SRI, without the prior express written consent of SRI.
SRI, its employees, and its agents shall cooperate fully with Licensee and its legal
representatives in the investigation of any action, claim, or liability covered by this
indemnification provision.
8. DISPUTE RESOLUTION
8.1 Except when prohibited by law, the parties shall resolve disputes arising out of this Agreement,
including disputes about the scope of this arbitration provision, by final and binding
arbitration seated and held in San Francisco, California before a single independent arbitrator.
JAMS (www.jamsadr.com) shall administer the arbitration under its comprehensive arbitration
rules and procedures. The arbitrator shall award the prevailing party its reasonable attorneys'
fees and expenses, and its arbitration fees and associated costs. Any court of competent
jurisdiction may enter judgment on the award. Notwithstanding the above, either party may
seek preliminary relief from a court of competent jurisdiction to prevent imminent or continuing
irreparable harm before filing a demand for arbitration.
9. MISCELLANEOUS
9.1 Entire Agreement. This Agreement embodies the entire understanding and agreement between
the parties and supersedes any prior understanding and agreement between and among them
respecting the subject matter hereof. There are no representations, agreements, arrangements,
or understandings, oral or written, between the parties hereto relating to the subject matter
of this Agreement which are not fully expressed herein. No change, modification, extension,
termination, or waiver of this Agreement, or any of the provisions herein, shall be valid
unless made in writing and signed by duly authorized representatives of the parties.
9.2 Force Majeure. Neither party shall be held liable or responsible to the other party nor be
deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling
or performing any obligation under this Agreement (other than an obligation for the payment
of money to SRI) to the extent, and for so long as, such failure or delay is caused by or
results from causes beyond the reasonable control of the affected party including but not
limited to fires, earthquakes, floods, embargoes, wars, acts of war (whether war is declared
or not), acts of terrorism, insurrections, riots, civil disturbances, strikes, lockouts or
other labor disturbances, acts of God or any acts, omissions, or delays in acting by any
governmental authority or the other party.
9.3 No Use of Name. Except as otherwise required by applicable law, regulation or order of a
governmental agency or court of competent jurisdiction, neither party shall use the name of
the other party or the other party's directors, officers or employees in any advertising, news
release or other publication, without the prior express written consent of the other party.
9.4 Headings. The headings used in this Agreement are for reference only and are not to be used
in the interpretation of construction of this Agreement.
9.5 Export Restrictions. Each party hereby acknowledges that the rights and obligations of
this Agreement are subject to laws and regulations relating to the export of products and
technical information. Without limitation, each party shall comply with all such applicable
laws and regulations.
9.6 Independent Contractor. In executing this Agreement, the parties intend to create an
independent contractor relationship. Nothing herein shall be construed as creating a
partnership, a joint venture, an agency, or any other relationship.
9.7 Assignment. Licensee shall not assign this Agreement, in whole or in part, by operation of
law or otherwise, without SRI's prior written consent. Any purported assignment in violation
of this provision is void.
9.8 Governing Law. The laws of the State of California govern this Agreement, without regard to
the conflicts of law principles thereof, and the United Nations Convention on Contracts for
the International Sale of Goods does not apply.
9.9 Notices. Any notice to SRI shall be sent to Office of the General Counsel, SRI International,
333 Ravenswood Avenue, Menlo Park, California 94025, USA by registered mail, or internationally
recognized courier service, or by confirmed email to legal-notices@sri.com.
END OF TERMS (Rev: 10/16/2023)