ChaliceTM
Bioinformatics Software
horizon combinatoRx

Terms of Service

Last Updated August 22, 2014

1. Acceptance of Terms.

1.1 - Horizon Discovery Inc. ("Horizon") provides its Service (as defined below) to you through its web site located at http://www.horizondiscovery.com (the "Site"), subject to this Terms of Service agreement ("TOS"). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.

1.2 - Horizon may change this TOS from time to time without prior notice. The revised TOS will become effective upon posting and if you use the Service after that date, your use will constitute acceptance of the revised TOS. If any change to this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.

2. Description of Service.

The "Service" includes (a) the Site, (b) Horizon' cHTSTM platform technology software tools and related technologies, and (c) all software (including the Software, as defined below), text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the "Content"). Any new features added to or augmenting the Service are also subject to this TOS. The Service and Service Reports are made available solely as a convenience to you for general informational purposes and only for your internal analysis purposes only, subject at all times to the TOS.

3. General Conditions/ Access and Use of the Service.

3.1 - Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Horizon. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Horizon provides you or publishes in connection with the Service, and you shall promptly notify Horizon if you learn of a security breach related to the Service.

3.2 - Any software that may be made available by Horizon in connection with the Service ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, Horizon hereby grants you a personal, non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software on a single device solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by Horizon for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Horizon or any third party is granted to you in connection with the Service.

3.3 - You are solely responsible for all data, information, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter "post(ing)") in connection with or relating to the Service ("Your Content"). By posting Your Content on or through the Service, you hereby do and shall grant Horizon a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service or the Service Reports. Horizon has the right, but not the obligation, to monitor the Service, Content, Your Content or the Service Reports. You further agree that Horizon may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

3.4 - You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Horizon' third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the  2Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Horizon will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.

3.5 - Horizon will retain all intellectual property rights relating to all reports and statistics computed and exported by the Service hereunder (the "Service Reports"). Horizon hereby grants to You, without additional fees, a non-exclusive right to use the Service Reports for your internal purposes only. You assume the entire risk of disclosing any Service Report to third parties. You may not modify or create derivative works of the Service Reports without the express prior written consent of Horizon. Horizon shall not provide to any third Party any Service Reports that specifically identify You without Your Consent. You shall at all times retain all proprietary and intellectual property notices, trademarks and legends that appear on the original Service Reports, unless otherwise authorized in writing. Except for the foregoing, this TOS does not include any right for You to use any trademark, service mark, trade name or any other mark of Horizon. If the Service Reports are used or otherwise referred to in any publications, abstracts or other public disclosures relating to Your Content, you shall include in the publication, abstract or disclosure the following notation: "Combination data analysis generated by the Horizon ChaliceTM Analyzer Software."

3.6 - The failure of Horizon to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Horizon, even though it is electronic and is not physically signed by you and Horizon, and it governs your use of the Service and takes the place of any prior agreements between you and Horizon.

4. Representations and Warranties.

You represent and warrant to Horizon that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Horizon to perform its obligations) in connection with the Service without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Horizon' exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party's intellectual property rights, confidential information, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.

5. Termination.

Horizon reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your use of the Service and remove and discard any of Your Content in the Service, for any reason, including if Horizon believes that you have violated this TOS. Horizon shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service. All of Your Content on the Service (if any) may be permanently deleted by Horizon upon any termination of your use of the Service by Horizon in its sole discretion.

6. DISCLAIMER OF WARRANTIES.

THE SERVICE, INCLUDING THE SITE, THE SERVICE REPORTS AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND HORIZON EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT HORIZON DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM HORIZON OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

LIMITATION OF LIABILITY.

6.1 - UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL HORIZON BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

6.2 - Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, HORIZON' LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

7. Indemnification.

You shall defend, indemnify, and hold harmless Horizon, its subsidiaries, affiliates, directors, officers, employees and agents from and against any claims, actions or demands, including without limitation 3 reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service or any Service Reports. Horizon shall provide notice to you of any such claim, suit or demand. Horizon reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Horizon' defense of such matter.

8. Assignment.

You may not assign this TOS without the prior written consent of Horizon, but Horizon may assign or transfer this TOS, in whole or in part, without restriction.

9. Governing Law.

This TOS shall be governed by the laws of the Commonwealth of Massachusetts without regard to the principles of conflicts of law. Unless otherwise elected by Horizon in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the Commonwealth of Massachusetts for the purpose of resolving any dispute relating to your access to or use of the Service.

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