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Terms of Service applicable to G-Cloud 8 contracts

Last revised on: May 25, 2016
  1. Terms

    1. The Terms and Conditions in this Agreement (``the Agreement'') govern your use and acquisition of the Services. This Agreement is effective as between you and Ribose from the earliest date on which you either returned to Ribose an executed Order Form, clicked the check-box during the registration process or otherwise started to use the Services.

    2. Ribose reserves the right to amend this Agreement at any time by notifying you as provided in this Agreement, provided that no notice shall be required for non-substantive changes to the Agreement. If Ribose substantively amends this Agreement, we will post the updated Agreement on Ribose's website at least seven (7) days notice before the changes take effect. If you do not agree to any of these terms or any future Agreement, do not use or access (or continue to access) the Services.

  2. Definitions and interpretations

    1. The definitions of the terms used in this Agreement shall be as follows:

      1. 1

      2. ``Intellectual property rights'' means all right, title, and interest in and to any copyright, database, design, logo, trademark, service mark, patent, invention, trade secret, domain name, confidential and proprietary information, know-how, technology, business name, trade name, trade dress, technical solutions, associated right to sue (past, present, and future), and any other intellectual property rights whether existing at common law, applied for, registered or unregistered and all extensions, renewals, continuations, continuations in part, divisionals, reissues, re-examinations, and revivals thereof and existing anywhere in the world.

      3. ``Order Form'' means the document for placing orders for the Service (``Order(s)''), including addenda thereto, that are entered into between you and Ribose from time to time. Order Forms shall be deemed to incorporate all of the Terms and Conditions contained herein, unless expressly amended by way of wording to this effect appended to the Order Form. Fees stated on Order Forms are exclusive of VAT and any other sales taxes. The Order Form will describe all of the Services that Ribose agrees to make available to you.

      4. ``Services'' means provision of the cloud services by Ribose to you as described on the relevant Service Specification.

      5. ``Service Specification'' means the schedule(s) of this Agreement, which sets out the services purchased by you.

      6. ``Terms'' means the terms and conditions stated in this Agreement.

  3. Use of Services

    1. Ribose is the sole owner of the Ribose products, software, Services and websites of Ribose Inc. (``Ribose'', ``we'' or ``us'').

    2. Your usage of the Services constitutes your agreement to be bound by the Terms herein. Clicking to accept or agree to the Terms also signifies your acceptance of the Terms. You are advised to check the Terms periodically for updates, as your continued use of the Services signifies your acceptance of any changed items.

    3. Subject to the terms of this Agreement, Ribose hereby grants to you a non-transferable, non-exclusive, non-sublicensable, limited-term right and license to access and use the Services solely for the purposes stated in the Service Specification.

    4. Except for the rights specifically granted under this Agreement, you are not given any right, title or interest in or to the Services, and Ribose expressly reserves all such rights, title and interests.

    5. You agree that you shall not do any of the following acts:

      1. Distribute, sell, supply, modify, alter, adapt, translate, amend, incorporate, merge, or otherwise alter the Services its content provided to you by Ribose as part of the Services;

      2. Attempt to decompile, reverse engineer or otherwise disassemble any content provided to you as part of the Services;

      3. Attempt to copy or decrypt any content provided to you as part of the Services, including but not limited to software, software source code, or any part of software that is provided to you in an encrypted form;

      4. Create any derivative works of any content provided by Ribose to you, including but not limited to, the translation or localization of any software or break down of any software, which is a licensed to you as a single product, into its component parts;

      5. Redistribute, encumber, sell, rent, lease, transfer or otherwise use any content provided by Ribose to you; or

      6. Remove, alter, or destroy from content provided by Ribose to you any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures or any other like marks affixed to or embedded in such content.

    6. Ribose may temporarily or permanently stop providing the Services in part or in full to you. You may stop using the Services at any time without needing to specifically inform Ribose. You acknowledge and agree that if Ribose disables access to your account, you may be prevented from accessing the Services, your account details or any content associated with your account.

    7. You represent and warrant that you will not use the Services for any purposes prohibited by any laws or regulations applicable to the data relating to your use of the Services, and you agree that your use of the Services and any content is solely at your own risk.

  4. Intellectual Property Rights

    1. You acknowledge and agree that Ribose owns all legal right, title and interest in and to the Services, including any intellectual property rights that subsist in the Services. Such rights belong to Ribose globally where such rights exist and regardless of the status of registration of those rights.

    2. The Services may contain information designated confidential by Ribose. You agree that you shall not disclose such information without Ribose's prior written consent.

    3. The Services and all of its contents (articles, text, photographs, images, illustrations, graphics, video material, audio material, and software etc.), are protected by patent, copyright, trademark and other laws or various countries and international conventions. The intellectual property is owned or controlled by Ribose. The Services are protected by patents and inventions (referred to as ``Patents and Inventions'' in this Clause). Additionally, the Services itself is protected by copyright as a collective work and/or compilation.

    4. No portion of the Services may be reproduced, duplicated, copied, sold, or otherwise exploited for any commercial purpose that is not expressly permitted by Ribose.

    5. Except as expressly set forth in the Terms, you may not copy, download, display, distribute, publish, enter into a database, perform, modify, create derivative works, transmit, post, decompile, reverse engineer, disassemble or in any way exploit any of Ribose's intellectual property rights or the Services itself, or any part thereof.

    6. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the Services.

    7. The Ribose name and Ribose-branded seals, logos, and related marks are registered trademarks/design marks of Ribose, or otherwise unregistered marks that carry the goodwill of Ribose. All rights are reserved by Ribose. Nothing in the Terms gives you rights to use any of Ribose's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.

    8. Statement8

      1. 1

      2. 2

  5. Account information and security

    1. You may be required to provide information about yourself (referred to as ``Personal Information'' in this Clause) in order to access certain Services or for continued use of the Services. Such information may be requested as part of the registration process for the Services or through your continued use of the Services. You agree that Personal Information you provide to Ribose will always be accurate, correct and up to date.

    2. You agree and understand that you are solely responsible for access control to your account, including keeping confidential of access credentials to your account for access to the Services. Consequently, you agree that you are solely responsible to Ribose for all activities that occur under your account.

    3. If you are aware of any unauthorized use of your account or your access credentials, you agree to notify Ribose immediately at \url{support@ribose.com}.

    4. By using the Services, you represent that you are authorized to receive the Services under the laws of the geographical jurisdiction in which you are located, and specifically that you can form a binding contract with Ribose, and you may use the Services only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. By your use of the Services, you affirm that you are at least 18 years of age, have attained the legal age of majority in your geographical location, or possess legal parental or guardian consent if required, and are fully able and competent to enter into the terms, conditions, and obligations, set forth in this Agreement.

    5. You agree to reasonably:

      1. provide true, accurate, current and complete information for use of the Services (referred to as ``Your Data'' in this Clause);

      2. maintain and promptly update Your Data to keep it true, accurate, current and complete;

      3. maintain the security of your password and identification; and

      4. consent and authorize Ribose to verify Your Data.

    6. You agree that Ribose may use your organization name and logo for Ribose's marketing purposes, such as showing them on marketing collateral, the Ribose website, and press releases.

  6. Proper Use

    1. You may not use the Services for any purpose that is unlawful or prohibited by the Terms, or cause damage on or through the Services. You promise that none of your actions on or through the Services will violate any applicable local, state, national or international law, regulation, generally accepted practices or guidelines.

    2. You agree to only access the Services through interfaces provided by Ribose unless you have been specifically allowed to do so under a separate agreement with Ribose. You agree not to access or attempt to access the Services using automated means including through scripts and crawlers.

    3. You agree that you will not engage or attempt to engage in any activity that interferes with or disrupts the Services or any part of that support, constitute or facilitate the Services.

  7. Third party content

    1. Information accessible as part of or through your use of the Services may originate from a third party other than Ribose. Such third party content is the sole responsibility of the party whom such content is originated from. Ribose makes no representation, recommendation or warranty of any kind on such third party content and accepts no responsibility or liability in respect of any part of such third party content.

    2. You understand that certain third party content presented in or through the Services, %including advertisements and sponsored content, may contain intellectual property rights owned by third parties who provide such third party content to Ribose. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on this third party content in whole or in part unless you have been authorized to do so by the owners of that third party content.

  8. Your content

    1. Ribose obtains no right, title or interest from you (or your licensors) under the Terms or to any content that you submit, post or display on or through the Services other than the limited license stated below. You agree that you are solely responsible for protecting and enforcing your rights and Ribose has no obligation to do so on your behalf.

    2. You agree that you are solely responsible for (and that Ribose has no responsibility to you or to any third party for) any content that you create, transmit or display through or in the Services, and hence solely responsible for any consequences of such actions, including any damage or loss to Ribose.

    3. You agree you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

    4. For the content submitted, posted or displayed by you on or through the Services (referred to as ``Your Content'' in this Clause), you give Ribose a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish and distribute Your Content, for the sole purpose of enabling Ribose to provide the Services.

    5. You confirm and warrant to Ribose that you have all the rights, power and authority necessary to grant the content licences stated in this Agreement. Furthermore, you confirm and warrant that Ribose will not infringe any right of any third party, or incur any liability or damages of any kind as a result of your submission of Your Content to Ribose or providing the Services to you.

  9. External content

    1. The Services may provide links to resources not operated by Ribose (referred to as ``External Resources'' in this Clause). You acknowledge and agree that Ribose is not responsible for External Resources, and therefore is not liable for any loss or damage which may be incurred by you as a result of accessing External Resources, or as a result of placing reliance on External Resources.

    2. Ribose reserves the right to remove or de-link any External Resources without giving prior notice and without incurring any liability on its part.

    3. You acknowledge and agree that quotations or comments of Ribose personnel on External Resources do not reflect the opinion of Ribose.

  10. Ribose software

    1. Ribose assigns you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Ribose as part of the Services or for facilitation of providing the Services to you (referred to as ``Software'' in this Clause). This license is for the sole purpose of enabling you to use the Services in accordance to the Terms.

    2. You may not copy, download, display, distribute, publish, enter into a database, perform, modify, create derivative works, transmit, post, decompile, reverse engineer, disassemble, attempt to extract the source code or in any way exploit the Software or any part thereof, unless required by law or explicitly permitted by Ribose in writing.

    3. The Software may require updating from Ribose from time to time. You agree to receive such updates and permit Ribose to deliver these to you in order to facilitate the providing of Services to you.

  11. Termination

    1. The Terms will continue to apply and shall expire on:

      1. the date specified in the Order Form; or

      2. twenty-four (24) months after the effective date of the Services provided to you, unless terminated earlier pursuant to the provisions in the Call-Off Agreement between you and Ribose.

  12. Disclaimer of warranty

    1. Ribose does not guarantee the accuracy of information found on the Services. Your reliance on information found on the Services is at your own risk.

    2. \MakeTextUppercase{ The Services, and all its contents, is provided to you as is. Ribose makes no warranties or representations, express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement of the rights of third parties, data accuracy, or quiet enjoyment. }

    3. \MakeTextUppercase{ Subject to the provisions in the call-off agreement entered into between you and Ribose for the Services, under no circumstances will ribose or any others involved in creating the services and its contents be liable for any damages or injury, including any direct, indirect, incidental, special, consequential, punitive or other damages resulting from any circumstance involving the services or its content (including but not limited to damages or injury caused by error, omission, interruption, defect, failure of performance, misdirected or redirected transmissions, failed internet connections, unauthorized use of the services, lost data, delay in operation or transmission, breach of security, line failure, defamatory, offensive or illegal conduct of any user of the services, or computer virus, worm, trojan horse or other harmful component), even if you have advised ribose in advance of the possibility of such damage. }

    4. \MakeTextUppercase{ Ribose does not warrant or make any representations regarding the materials on the services in terms of their timeliness, correctness, accuracy, reliability, or otherwise. While we make reasonable efforts to provide accurate and timely information about Ribose on the Services, you should not assume that the information provided is always up to date or that the services contains all the relevant information available about Ribose. We undertake no obligation to verify or maintain the currency of such information. }

    5. Applicable law may not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations or exclusions may not apply to you. However, Ribose's aggregate liability to you or any third party for damages, losses, and causes of action are subject to the financial limit set out in the Order Form. You agree to bring any and all actions within one year from the date of the accrual of the cause of action, and that actions brought after this date will be barred.

    6. In the event that you have a dispute with Ribose, you release Ribose (and our officers, directors, agents, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

  13. General

    1. Ribose reserves the right to seek all remedies available at law and in equity for violations of the Terms, including suspending or blocking your access to the Services.

    2. Nothing in the Terms shall constitute or be deemed to constitute a partnership between the parties hereto and no party shall have the authority or power to bind any other or create a liability against any other in any way or for any purpose.

    3. You shall not assign, transfer, convey, license, subcontract, delegate or otherwise dispose of, wholly or partially, any of your rights or obligations under the Terms without obtaining the prior written notice of Ribose.

    4. No delay or failure by Ribose to enforce any of the Terms shall constitute a waiver of any of Ribose's rights under the Terms. Neither the receipt of any funds by Ribose nor the reliance of any person on our actions shall be deemed to constitute a waiver of any part of the Terms. Only a specific, written waiver signed by an authorized representative of Ribose shall have any legal effect.

    5. If any clause or provision set forth in the Terms is determined to be illegal, invalid or unenforceable under present or future law, the clause or provision shall be deemed to be deleted without affecting the enforceability of all remaining clauses or provisions.

    6. You agree that the Terms and any disputes arising under or related to the Terms or to the Services will be governed by and shall be construed in accordance with the laws of England and Wales without regard to conflict of laws.

    7. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods. This Agreement also shall not confer any rights on third parties.

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