SureChEMBL Terms and Conditions

These Terms and Conditions (“Terms”) apply to the surechembl.org website (the “Site”) and other SureChEMBL products (“SureChEMBL”) which are operated and developed by EMBL-EBI, an outstation of European Molecular Biology Laboratory, an international organisation registered by the Government of Switzerland with the Secretariat of the United Nations in accordance with Article 102 of the Charter of the United Nations of 14 November 1974. The Site is however operated by EMBL which has a registered office at Meyerhofstraße 1, 69117 Heidelberg, Germany ("we", "us", "our"). They apply regardless of the means of delivery of the Site to you.

The standard EMBL-EBI Privacy Policy is also incorporated here by reference.

In consideration of us making the Site and its functionality available for your use, you accept and agree to be bound by these Terms. If you do not accept these Terms, do not use the Site. We may change these Terms from time to time, so you should review them each time that you visit the Site. You should print a copy of these Terms for future reference.

These Terms are only in the English language.

1. Licensed Materials.

The Licensed Materials may include content licensed to EMBL by third-party providers (“Suppliers”). User acknowledges and agrees that EMBL and Suppliers are the owners and/or licensors of all intellectual property rights in the Licensed Materials and retain their respective rights, title and interest in and to the same. Nothing in these Terms shall be taken to grant any rights to User in respect of any intellectual property rights in the Licensed Materials. User further acknowledges and agrees that the Licensed Materials and access thereto (including without limitation access to the Website or otherwise) may be changed by EMBL from time to time without notice to User. User shall comply with the provisions of these Terms. For the purposes of these Terms, “Licensed Materials” shall mean the data or information which is provided to a User following his or her request.

2. License.

1. Grant of Licence.

EMBL hereby grants to User a limited, non-exclusive, non-transferable, non-delegable, revocable, worldwide licence (and with respect to Suppliers’ third-party content contained in the Licensed Materials, sub-licence), for the Permitted Purpose (as defined below) only, subject to the restrictions in clause 2 below, to (a) access and view the Licensed Materials, (b) store the Licensed Materials, (c) combine or aggregate the Licensed Materials with other data or information, (d) modify the Licensed Materials and (e) use the Licensed Materials in support of the activities referred to sub-clauses (a) to (d) above (and for the purposes of these Terms the term “Use” shall cover the activities referred to in sub-clauses (a) to (e) above) except that such Use must not constitute Use of a Substantial Part of the Licensed Materials (as defined below). User has not been granted any right to use the SureChem or SureChEMBL trade mark or name as a part of this License and may not use the trade mark or name SureChem or SureChEMBL or any renditions thereof without the prior written consent of EMBL. User shall gain access solely via www.surechembl.org. For the purposes of these Terms, “Permitted Purpose” shall mean Use for the following purposes: (i) private study and (ii) internal research, whether on a commercial or non-commercial basis.

2. Restrictions.

User warrants, represents and undertakes:

1. Not to Use over the course of a calendar year a Substantial Part of the Licensed Materials (as defined below)

2. Not to copy or modify any software or documentation or other items used by EMBL in order to provide the services (the “Items”).

3. Not to permit the Items or any part of them to be combined with, or become incorporated in, any other programs.

4. Not to use, analyze, reverse engineer or apply any procedure or process to the Items in order to ascertain, derive, and/or appropriate, for any reason or purpose, the Items or any information regarding the linkages, layouts or proprietary processes used in connection with the Licensed Materials or access to the Licensed Materials.

5. Not to alter, obscure, remove, interfere with or add to any of the trade marks, trade names, markings or notices affixed to or contained in the Licensed Materials.

6. To comply with all applicable laws, rules and regulations regarding the Use of the Licensed Materials.

7. Not to use any form of web crawler or other data retrieval tool or service to access the site in any automated manner, including for the purpose of automatically collecting and reconstructing a Substantial Part of the Licensed Materials. For the purposes of these Terms, a ‘Substantial Part of the Licensed Materials’ shall mean any subset of the Licensed Materials containing more than 50% of the records of any subsection of the Licensed Materials and ‘subsection’ shall mean all records from any single publishing source published within a calendar year (and the term ‘subset’ shall be construed accordingly).

3. Security.

Where applicable, User shall keep any passwords and login information confidential and shall not allow (directly or indirectly) any third party to use the same. If User becomes aware of any security breach in connection with this license that could compromises the security or integrity of the Licensed Materials or otherwise adversely affect EMBL, the User shall, at its expense, promptly notify EMBL and fully cooperate with EMBL to remedy the issue as soon as practicable.

4. Reservation of Rights.

All rights not expressly granted herein are reserved by EMBL.

5. Delivery.

EMBL shall deliver the Licensed Materials to User via the Website.

6. Suspension and Termination of Access.

EMBL may suspend, terminate, or prevent User’s use of the Website and/or access to the Licensed Materials, for any reason whatsoever and at any time without giving notice to User. Without limiting the generality of the foregoing, EMBL may suspend, terminate or prevent User’s use of the Site and/or access to the Licensed Materials in the event that User has, or EMBL reasonably believes User has, failed to comply with any of these Terms or other terms that apply to User’s use of the Site. Where EMBL suspends, terminates or prevents User’s account, User must not attempt to re-register or submit any content, material or applications without EMBL’s written consent.

7. Confidentiality.

EMBL shall, during the term of these Terms and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of these Terms) nor without the prior written consent of the other party disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature which may become known to such party from the other party and which relates to the other party (“Confidential Information”), unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of these Terms, or subsequently comes lawfully into the possession of such party from a third party. EMBL shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

8. Warranties.

1. The Licensed Materials are provided on an “as is” and “as available” basis. Neither EMBL nor its Suppliers make any warranties or representations, expressed or implied, concerning the merchantability, quality, non-infringement or fitness for a particular purpose of the Licensed Materials or its content, products or services. User assumes all risk of use as between User, EMBL and Suppliers, or any of them. Neither EMBL nor Suppliers make any warranty that (i) the Licensed Materials will be error-free, omission-free, free of viruses or uninterrupted or (ii) the Licensed Materials are accurate, complete, reliable, useful or fit for purpose. Neither EMBL nor Suppliers are responsible for invalid destinations, transmission errors in, corruption of, or the security of information carried over telecommunications carriers' or other providers' facilities. Neither EMBL nor Suppliers have any liability for faulty or interrupted communication links, nor for the contents of any such communications. Under no circumstances will EMBL or Suppliers be responsible for User’s use of the Licensed Materials or the service or results achieved by User from such use.

2. Without prejudice to the foregoing, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into these Terms, whether by statute, common law or otherwise, are hereby excluded to the fullest extent permitted by law.

9. Limitation of Liability.

1. EMBL shall not in any circumstances have any liability for any losses or damages which may be suffered by User (or any person claiming under or through User), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including without limitation negligence and breach of statutory duty), misrepresentation (whether innocent or negligent) or otherwise howsoever, including, without limitation, losses or damages which fall within any of the following categories: (i) any financial loss (whether direct or indirect), including without limitation, loss of profits or revenue; or (ii) any physical damage (whether direct or indirect); or (iii) loss (whether direct or indirect) of anticipated savings or wasted expenditure; or (iv) loss (whether direct or indirect) of business opportunity; or (v) loss (whether direct or indirect) of goodwill; or (vi) loss (whether direct or indirect) of, or damage (whether direct or indirect) to (including corruption of), data or information.

2. Notwithstanding the provisions of clause 9.a., nothing in these Terms limits or excludes EMBL’s liability for: death or personal injury caused by the negligence of EMBL, its officers, employees, contractors or agents; or fraud or fraudulent misrepresentation; or any other liability which cannot be excluded by law.

3. The provisions of this clause 9 shall survive expiry or termination of User’s access and remain in full force and effect.

10. General.

1. Severability.

In the event that any provision of these Terms is found invalid or unenforceable, the remainder of these Terms shall remain valid and enforceable according to its terms. The parties intend that the provisions of these Terms be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable.

2. Waiver.

No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

3. No Assignment.

This Agreement may not be assigned by User without the written consent of the EMBL.

4. Entire Agreement.

These Agreement Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in these Terms. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in these Terms.

5. Force Majeure.

EMBL shall not, in any circumstances, be in breach of these Terms or liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure results from events, circumstances or causes beyond its reasonable control (which shall include without limitation any failure or non-performance by a supplier).

6. Third Parties.

A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

7. No Partnership.

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorisze any party to make or enter into any commitments for or on behalf of any other party.

8. Remedies.

Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

9. Governing Law and Jurisdiction.

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims). However, for the exclusive benefit of EMBL, EMBL shall retain the right to bring proceedings in the courts of the country (or state) of User’s place of business.