1.1 These Website Terms of Use (“Terms of Use”) govern your access to and use of the website located at www.athensbioscience.com (the “Website”), which is owned and operated by Athens Bioscience, Inc. (formerly Athens Research & Technology, Inc.) (“Athens,” “we,” “us,” or “our”). References to “you” and “your” refer to any individual or entity accessing or using the Website.
1.2 By accessing or using the Website, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms of Use, you must not access or use the Website.
1.3 If you are using the Website on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms of Use, and references to “you” shall include that entity.
1.4 If you place orders for Products through the Website, such purchases are additionally governed by our General Terms and Conditions of Sale, available on the Website (the “Terms of Sale”). In the event of any conflict between these Terms of Use and the Terms of Sale with respect to the purchase of Products, the Terms of Sale shall control.
Athens reserves the right to revise and update these Terms of Use at any time in its sole discretion. All changes are effective immediately when posted on the Website and apply to all access and use thereafter. The “Effective Date” at the top of these Terms of Use indicates when the most recent revisions were made. Your continued use of the Website following the posting of revised Terms of Use constitutes your acceptance of the changes. You are expected to check this page periodically so you are aware of any changes.
3.1 The Website is intended for use by individuals who are at least 18 years of age and by entities lawfully able to enter into and form contracts under applicable law. By using the Website, you represent and warrant that you meet these eligibility requirements.
3.2 The Website is intended for use by researchers, scientists, laboratory professionals, and other qualified users in the life science industry. Athens reserves the right to restrict access to the Website or certain functionalities to users who meet specific criteria.
4.1 Certain features of the Website, including the ability to place orders online, may require you to register for an account (“Account”). When registering, you agree to provide accurate, current, and complete information, and to update such information promptly to keep it accurate, current, and complete.
4.2 You are responsible for maintaining the confidentiality of your Account credentials, including your username and password, and for all activities that occur under your Account. You agree to notify Athens immediately of any unauthorized access to or use of your Account.
4.3 Athens reserves the right to disable, suspend, or terminate any Account at any time, for any reason or no reason, including if Athens determines, in its sole discretion, that you have violated any provision of these Terms of Use.
4.4 You may not create an Account using a false identity or information, or on behalf of someone other than yourself without that person’s authorization. You may not have more than one active Account at any time unless expressly permitted by Athens.
5.1 You may use the Website only for lawful purposes and in accordance with these Terms of Use. You may access and use the Website to browse Product information, access technical data such as specification sheets and certificates of analysis, place orders for Products, and communicate with Athens regarding your orders or account.
5.2 You agree not to:
( a ) use the Website in any way that violates any applicable federal, state, local, or international law or regulation;
( b ) use the Website for any purpose that is fraudulent, misleading, or otherwise harmful;
( c ) attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Website, the server on which the Website is hosted, or any server, computer, or database connected to the Website;
( d ) use any robot, spider, scraper, or other automated means to access the Website for any purpose, including monitoring, copying, or data mining, without Athens’ express written permission;
( e ) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
( f ) attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software used to provide or operate the Website;
( g ) remove, alter, or obscure any copyright, trademark, or other proprietary notices displayed on or within the Website;
( h ) impersonate or attempt to impersonate Athens, an Athens employee, another user, or any other person or entity; or
( i ) use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website.
6.1 The Website and its entire contents, features, and functionality — including but not limited to all text, graphics, logos, icons, images, photographs, audio and video clips, data compilations, software, product specifications, certificates of analysis, technical data sheets, and the design, selection, and arrangement thereof — are owned by Athens, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
6.2 The Athens name, the Athens Bioscience name, the Athens logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Athens or its affiliates. You must not use such marks without the prior written permission of Athens. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners.
6.3 You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial, internal research use and not for further reproduction, publication, or distribution. You may download specification sheets and certificates of analysis for Products you have purchased or intend to purchase. Any other reproduction, distribution, modification, or use of the Website or its content without the prior written consent of Athens is strictly prohibited.
6.4 If you print, copy, modify, download, or otherwise use any part of the Website in breach of these Terms of Use, your right to use the Website will cease immediately, and you must, at Athens’ option, return or destroy any copies of the materials you have made.
7.1 Athens endeavors to ensure that all Product information, descriptions, specifications, pricing, and other content on the Website is accurate and up to date. However, the Website may contain typographical errors, inaccuracies, or omissions relating to Product descriptions, pricing, availability, or other matters. Athens reserves the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice.
7.2 Specification sheets, certificates of analysis, technical data sheets, safety data sheets, and other scientific or technical documentation available on the Website (“Technical Content”) are provided for informational and reference purposes only. While Athens takes reasonable steps to ensure the accuracy of Technical Content, Athens does not guarantee that Technical Content is complete, current, or free from errors.
7.3 Technical Content is not intended to serve as a substitute for your own independent verification, testing, or analysis. You are solely responsible for determining the suitability of any Product for your intended application.
7.4 Unless otherwise expressly stated, all Products described on the Website are intended for research use or further manufacturing only and are not intended for human therapeutic or diagnostic applications. Nothing on the Website shall be construed as a recommendation to use any Product in a manner that infringes any patent, copyright, or other intellectual property right of any third party.
8.1 The Website may from time to time permit users to submit, post, or transmit content, including but not limited to reviews, comments, questions, feedback, suggestions, or other materials (“User Submissions”). Any User Submissions you provide to Athens are deemed non-confidential and non-proprietary.
8.2 By submitting any User Submission, you grant Athens a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, modify, adapt, publish, translate, distribute, display, and create derivative works from such User Submission for any business purpose, in any media now known or hereafter developed.
8.3 You represent and warrant that: (a) you own or control all rights in and to your User Submissions; (b) your User Submissions do not violate the rights of any third party, including intellectual property rights and privacy rights; and (c) your User Submissions are accurate and not misleading.
8.4 Athens has the right, but not the obligation, to monitor, edit, or remove any User Submissions for any reason in its sole discretion, including User Submissions that Athens considers to be objectionable, inaccurate, or in violation of these Terms of Use.
9.1 Your use of the Website is also governed by our Privacy Policy, which describes how we collect, use, store, and disclose your personal information. Please review our Privacy Policy, available on the Website, before using the Website.
9.2 By using the Website, you consent to the collection and use of information as described in our Privacy Policy. If you provide personal information through the Website, you represent that such information is accurate and that you have the right to provide it.
10.1 The Website may contain links to third-party websites, resources, or services that are not owned or controlled by Athens. Athens has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services.
10.2 Athens provides third-party links solely as a convenience to you and does not endorse, warrant, or make any representations regarding the content, products, or services available through such links.
10.3 Your interactions with third-party websites or services, including any terms, conditions, warranties, or representations associated with such interactions, are solely between you and the applicable third party. Athens shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any third-party content, products, or services.
11.1 THE WEBSITE AND ALL CONTENT, MATERIALS, INFORMATION, PRODUCTS, AND SERVICES PROVIDED ON OR THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.
11.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ATHENS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, AVAILABILITY, COMPATIBILITY, SECURITY, AND FREEDOM FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
11.3 ATHENS DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
11.4 ATHENS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE OR THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION, CONTENT, OR PRODUCTS OBTAINED THROUGH THE WEBSITE.
11.5 No information obtained by you from Athens or through the Website shall create any warranty not expressly stated in these Terms of Use.
12.1 IN NO EVENT SHALL ATHENS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER INTANGIBLE LOSS, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ATHENS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ATHENS’ TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE WEBSITE SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100.00).
12.3 THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12.4 Some jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above exclusions or limitations may not apply, and you may have additional rights.
You agree to indemnify, defend, and hold harmless Athens and its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) your access to or use of the Website; (b) your violation of these Terms of Use; (c) your violation of any third-party right, including any intellectual property, privacy, or proprietary right; or (d) any User Submission you provide. This indemnification obligation shall survive the termination of these Terms of Use and your use of the Website.
14.1 Athens respects the intellectual property rights of others and expects users of the Website to do the same. If you believe that your copyrighted work has been copied or used on the Website in a way that constitutes copyright infringement, please notify Athens’ designated copyright agent with the following information:
( a ) a physical or electronic signature of the person authorized to act on behalf of the copyright owner;
( b ) a description of the copyrighted work that you claim has been infringed;
( c ) identification of the material on the Website that you claim is infringing and the location of such material on the Website;
( d ) your address, telephone number, and email address;
( e ) a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
( f ) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
14.2 Athens’ designated agent for notice of claims of copyright infringement can be reached at:
Attn: Copyright Agent
P.O. Box 80785
Athens, Georgia 30608
USA
Email: legal@athensbioscience.com
15.1 Athens may, in its sole discretion, terminate or suspend your access to all or part of the Website at any time, with or without cause, with or without notice, effective immediately. Without limiting the foregoing, Athens may terminate or suspend your access if Athens reasonably believes that you have violated any provision of these Terms of Use or that your conduct may expose Athens to legal liability.
15.2 Upon termination, your right to use the Website will immediately cease. All provisions of these Terms of Use which by their nature should survive termination shall survive, including without limitation Sections 6 (Intellectual Property Rights), 8 (User Submissions), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 16 (Governing Law), and this Section 15.
15.3 Athens shall not be liable to you or to any third party for any termination or suspension of your access to the Website.
16.1 These Terms of Use shall be governed by and construed in accordance with the laws of the State of Georgia, U.S.A., without regard to its conflict-of-laws principles.
16.2 Any legal action or proceeding arising out of or relating to these Terms of Use or your use of the Website shall be brought exclusively in the state or federal courts located in Clarke County, Georgia, U.S.A. You irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum.
16.3 EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OF USE.
Athens is based in the State of Georgia, United States of America. The Website is designed for use by persons located in the United States and internationally. Athens makes no representation that the Website or any content, materials, or Products available through the Website are appropriate or available for use in all locations. Those who access or use the Website from other jurisdictions do so at their own initiative and are responsible for compliance with applicable local laws.
When you use the Website or send emails or other electronic communications to Athens, you consent to receive communications from Athens electronically. Athens may communicate with you by email, by posting notices on the Website, or through other electronic means. You agree that all agreements, notices, disclosures, and other communications that Athens provides to you electronically satisfy any legal requirement that such communications be in writing.
If any provision of these Terms of Use is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.
No failure or delay by Athens in exercising any right, power, or privilege under these Terms of Use shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right. No waiver of any provision of these Terms of Use shall be deemed a further or continuing waiver of such provision or any other provision.
These Terms of Use, together with the Privacy Policy and the Terms of Sale (to the extent applicable), constitute the sole and entire agreement between you and Athens with respect to your use of the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Website.
For questions, comments, or concerns regarding these Terms of Use, please contact:
P.O. Box 80785
Athens, Georgia 30608
USA
Phone: +1.706.546.0207
Email: legal@athensbioscience.com
Website: www.athensbioscience.com