This Source Plasma Resources Website License Agreement (”Agreement”) is made by and between BloodSource, Inc., a California corporation, with offices at 10536 Peter A McCuen Blvd, Mather, CA 95655-4128 (”Provider”), and you (“you,” “your” or “User”). This Agreement contains the terms and conditions that govern your use of this Website.
BY CLICKING THE “I AGREE” BUTTON OR BY ACCESSING, VISITING, BROWSING, USING OR ATTEMPTING TO INTERACT WITH ANY PART OF THIS WEBSITE, OR THE SOURCE PLASMA RESOURCE CENTER AND RELATED USER MATERIALS, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEBSITE.
TO ACCESS THIS SITE OR SOME OF THE RESOURCES IT OFFERS, YOU MAY BE ASKED TO PROVIDE CERTAIN REGISTRATION DETAILS OR OTHER INFORMATION. IT IS A CONDITION OF YOUR USE OF THIS SITE THAT ALL THE INFORMATION YOU PROVIDE ON THIS SITE WILL BE CORRECT, CURRENT, AND COMPLETE. IF PROVIDER BELIEVES THE INFORMATION YOU PROVIDE IS NOT CORRECT, CURRENT, OR COMPLETE, PROVIDER HAS THE RIGHT TO REFUSE YOU ACCESS TO THIS SITE OR ANY OF ITS RESOURCES, AND TO TERMINATE OR SUSPEND YOUR ACCESS AT ANY TIME.
Section 1.1. Source Plasma Resources Website. “Source Plasma Resources Website” refers to the compilation of materials and information reflecting industry standards and best practices developed by Provider pertaining to the development and management of source plasma collection. Such materials and information includes, but is not limited to, licensing process, regulatory references, standard operating procedures for source plasma collection and storage, training materials, and marketing and promotional materials and presentations.
Section 1.2. Source Plasma Resource Center. “Source Plasma Resource Center” (hereinafter referred to as “SPRC”) refers to Provider’s website through which the Source Plasma Resources Website Material will be accessible and available to you as set forth in this Agreement. The website is web browser based and password protected.
Section 1.3. Provider Work Materials. “Provider Work Materials” shall mean and include all information, data, trade secrets, computer programs, designs, technology, ideas, know-how, processes, standard operating procedures, formulas, compositions, data, techniques, improvements, inventions (whether patentable or not), works of authorship, business and product development plans, facility design, pricing data and other information, including but not limited to the SPRC and the Source Plasma Resources Website.
Section 1.4. SPRC User Materials. “SPRC User Materials” refers to certain recommended standard operating practices and procedures provided by Provider through the Source Plasma Resource Center and subject to the terms of a Source Plasma Resources Website License Agreement between Provider and your employer (“Subscriber”).
Section 2.1. Content License., Subscriber was granted a nontransferable, nonexclusive, license to access and use the SPRC and the Source Plasma Resources Website. You acknowledge and agree that you have been identified by Subscriber as an “authorized user” for Subscriber. As such, you have been granted access to and use of the SPRC and the Source Plasma Resources Website subject to the terms of the Source Plasma Resources Website License Agreement. The materials available through the website to Subscriber and/or you are licensed, not sold, to Subscriber and its authorized users. Nothing herein shall be interpreted to mean, and Provider does not grant to you or Subscriber, any right or license to enter into sublicenses or redistribution agreements with respect to any portion of the SPRC, the Source Plasma Resources Website, Provider Work Product or other proprietary information belonging to Provider. You covenant and agree that you shall not reverse engineer, decompile, translate, or develop derivative works based on the SPRC, the Source Plasma Resources Website or other proprietary information belonging to Provider, except as expressly authorized by Provider.
Section 2.2. Provider Proprietary Rights. You acknowledge that Provider may use pre-existing Provider Work Materials in the development of the Source Plasma Resources Website and in the design, development, or implementation of any and all materials contained therein, including but not limited to the SPRC. You acknowledge and agree that Provider owns and shall retain all rights, title, and interest in and to the SPRC, the Source Plasma Resources Website and Provider Work Materials, including without limitation, all copies thereof whether in oral, written, graphic, electronic, or machine-readable form, and all rights to patents, copyrights, trademarks, service marks, trade secrets, and other intellectual property rights inherent therein and appurtenant thereto.
Section 2.3. Nondisclosure/Confidentiality. You acknowledge that any material, data, or other information, including the terms of this Agreement and any Provider Work Materials, communicated or disclosed, whether orally, in writing, or electronically, by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), are confidential information (”Confidential Information”) of the Disclosing Party and may not be disclosed unless as otherwise expressly provided in this Agreement. The Receiving Party shall receive and maintain the Confidential Information of the Disclosing Party in confidence and shall safeguard and protect the Confidential Information from theft or disclosure with protections it uses to protect its own or Subscriber’s highly confidential information, but in no event shall such degree of care be less than the minimum reasonable care necessary to ensure the confidentiality of the Disclosing Party’s Confidential Information.
Section 2.4. Derivative Works. You covenant and agree that you shall not, without the prior written consent of Provider or as otherwise expressly authorized in this Agreement, (i) create or cause to be created any derivative works from any Provider Work Materials, including but limited to the SPRC or the Source Plasma Resources Website, or (ii) cause Provider Work Materials to be disclosed or transferred to any third party. You may copy, adapt, modify and alter SPRC User Materials and available template(s) only as directed by Subscriber and only to the extent authorized through the Source Plasma Resources Website License Agreement between Provider and Subscriber. You may not sell, resell, sublicense or otherwise make available for distribution to any third party any portion of any SPRC User Materials or other Provider Work Materials.
Section 3.1. User Password. Any passwords used for this site are for individual use only. You will be responsible for the security of your password (if any). Provider will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that Provider considers insecure, Provider will be entitled to require the password to be changed and/or terminate your account.
Section 4.1. Promotional Advertising. You agree not to identify Provider in any promotional advertising or materials publicly disseminated or to use the name of any employee of Provider or trademark, service mark, trade name, or symbol of Provider, or that which is associated with them, without Provider's prior written consent.
Section 5.1. Disclaimer of Warranty. WHILE REASONABLE EFFORTS ARE MADE TO ENSURE THAT THE PROVIDER WORK MATERIALS AND CONTENTS OF THE SPRC AND SOURCE PLASMA RESOURCES WEBSITE ARE ACCURATE, ANY PROVIDER WORK MATERIALS, INCLUDING THE SPRC AND ITS CONTENTS, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND. PROVIDER, AND ITS THIRD-PARTY SERVICE PROVIDERS, EXPRESSLY DISCLAIM ANY WARRANTIES REGARDING THE RELIABILITY AND/OR PERFORMANCE OF THE SPRC AND ANY TECHNOLOGY USED IN CONNECTION THEREWITH. PROVIDER MAKES NO WARRANTIES OR CONDITIONS AS TO NONINFRINGEMENT OR OTHER INTELLECTUAL PROPERTY RIGHTS, OR TO MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, PROVIDER AND ITS SERVICE PROVIDERS MAKE NO WARRANTY THAT THE SPRC WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. IN NO EVENT SHALL PROVIDER OR ITS SERVICE PROVIDERS BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, AND/OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER EXPRESSLY DISCLAIMS, AND YOU HEREBY EXPRESSLY WAIVE, ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Section 5.2. Limitation of Liability. PROVIDER SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT, FOR LOSS OF REVENUE, ANTICIPATED PROFITS OR LOST BUSINESS, OR OTHERWISE FOR EXEMPLARY, SPECIAL, DIRECT OR INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF PROVIDER TO YOU AND/OR SUBSCRIBER FOR ANY REASON AND UPON ANY CAUSE OF ACTION OR CLAIM OF CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT PAID TO PROVIDER BY SUBSCRIBER UNDER THE SOURCE PLASMA RESOURCES WEBSITE LICENSE AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, INDEMNIFICATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS.
Section 5.3. Compliance with Regulatory Agencies. You and/or Subscriber shall be solely responsible for compliance with all laws and governmental regulations affecting your and/or Subscriber’s business, including but not limited to compliance with source plasma regulations as specified by the FDA, European Medicines Agency (“EMA”) and any regulatory or accrediting agency. Further, you acknowledge and agree that use of the Provider Work Materials, including but not limited to the SPRC or the Source Plasma Resources, do not convey, constitute, or assure approval by the FDA, EMA or any regulatory or accrediting agency for collection, manufacture, storage or other use of source plasma, or related processes. You acknowledge and agree that you and/or Subscriber are ultimately and solely responsible for its policies, procedures, implementation and compliance with source plasma regulations, and for compliance with additional guidelines and/or standard operating procedures which may be imposed upon you and/or Subscriber by fractionator and/or other third parties.
Section 8.1. Entire Agreement. This Agreement, including any exhibits and schedules hereto, constitute the entire agreement between you and Provider with respect to the subject matter hereof and there are no representations, understandings, or agreements which are not fully expressed in this Agreement.
Section 8.3. Severability. Some states do not allow disclaimers of certain implied warranties or the exclusion or limitation of certain types of damages. If any disclaimer or limitation set forth in this Agreement violates the law of the state applicable to this agreement, the Agreement shall be interpreted to make the maximum disclaimer or limitation permitted by the applicable state law. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of this Agreement shall remain enforceable. All provisions of this Agreement relating to confidentiality, nondisclosure, limitation of liability, and indemnification shall survive the withdrawal of the SPRC or any termination of this Agreement.
Section 8.4. Headings. The section headings in this Agreement are for identification purposes only and shall not affect the interpretation of this Agreement or any part thereof.
Section 8.5. Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, employment or agency relationship between you and Provider. Neither party, by virtue of this Agreement, is authorized as an agent, employee or legal representative of the other.
Section 8.6. Admissibility. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.