ChemGenes


	AGREEMENT BETWEEN USER AND CHEMGENES The Web Site (the "CG Web Site") operated by ChemGenes Corporation or its affiliates or subsidiaries ("CG" or "ChemGenes"), is comprised of various Web pages. The CG Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the CG Web Site constitutes your agreement to all such terms, conditions, and notices. Your use of CG website may also be subject to additional terms outlined elsewhere on the website (the "Additional Terms"). Additionally, the CG Web Site may contain additional terms that govern particular features or offers. In the event that any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within any particular CG website, then these terms shall control. PLEASE READ THE FOLLOWING TERMS OF USE AND DISCLAIMERS CAREFULLY BEFORE USING THIS WEB SITE(this "Site"). By accessing or using this Site, you agree to these terms of use, conditions and all applicable laws. If you do not agree to these terms you may not use this Site. MODIFICATION OF THESE TERMS OF USE. CG reserves the right to change the terms, conditions, and notices under which the CG Web Sites are offered, including but not limited to the charges associated with the use of the CG Web Sites. You are responsible for regularly reviewing these terms and conditions. USE OF SITE. PERSONAL AND NON-COMMERCIAL USE LIMITATION. Unless otherwise specified, the CG Web Sites are for your personal and noncommercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the CG Web Site. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, electronically copy, download and print hard copy portions of the material from the different areas of the Site solely for your own noncommercial use, or to place an order with CG or to purchase CG products. Any other use of materials on this Site, including but not limited to the modification, reproduction, distribution, republication, display or transmission of the content of this Site, without prior written permission of CG is strictly prohibited. Harassment in any manner or form on the Site or any of the CG Websites, including via e-mail and chat or by obscene or abusive language is strictly forbidden. Impersonation of others, including a CG employee, host, or representative or other members or visitors on the Site is prohibited. COPYRIGHTS AND TRADEMARKS. The entire content included in this Site, including but not limited to text, design, graphics, interfaces, or code and the selection and arrangements thereof is copyrighted as a collective work under the United States and other copyright laws, and is the property of CG. The collective work includes works that are licensed to CG. Copyright 2004. ALL RIGHTS RESERVED. All trademarks, service marks, and trade names (collectively the "Marks") are trademarks or registered trademarks of and are proprietary to ChemGenes, or other respective owners that have granted CG the right and license to use such Marks. TYPOGRAPHICAL ERRORS. In the event a CG product or service is listed at an incorrect price due to typographical error or error in pricing information received from our suppliers, CG shall have the right to refuse or cancel any orders placed for product or service listed at the incorrect price. CG shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, CG shall issue a credit to your credit card account in the amount of the incorrect price. TERM; TERMINATION. These terms and conditions are applicable to you upon your accessing the Site and/or completing the registration or shopping process. These terms and conditions, or any of them, may be modified or terminated by CG without notice at any time for any reason. The provisions relating to Copyrights and Trademarks, Disclaimer, Claims, Limitation of Liability, Indemnification, Applicable Laws, Arbitration and General, shall survive any termination. THIRD-PARTY LINKS. In an attempt to provide increased value to our visitors, this Site may contain links to other sites on the Internet that are owned and operated by third party vendors and other third parties (the "External Sites"). However, even if the third party is affiliated with CG, CG has no control over these linked sites, all of which have separate privacy and data collection practices, independent of CG. CG has no responsibility or liability for these independent policies or actions and is not responsible for the privacy practices or the content of such web sites. These linked sites are only for your convenience and therefore you access them at your own risk. Links do not imply that CG sponsors, endorses, is affiliated with or associated with, or has been legally authorized to use any trademark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such External Sites. Nonetheless, CG seeks to protect the integrity of its Site and the links placed upon it and therefore requests any feedback on not only its own Site, but for sites it links to as well (including if a specific link does not work).You should contact the Site administrator or Webmaster for those External Sites if you have any concerns regarding such links or the content located on such External Sites. CLAIMS. Each claim or statement about the effectiveness of CG products and/or each claim or statement comparing the effectiveness of CG products to the effectiveness of other products is expressly limited to the United States, unless otherwise disclosed on the Site. DISCLAIMER. ChemGenes makes no warranties or representations about the accuracy or completeness of this Site's content or the content of any site or External Sites. THIS SITE AND THE MATERIALS, INFORMATION, SERVICES, AND PRODUCTS IN THIS SITE, INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, AND LINKS, ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. CG DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CG DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THIS SITE IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. LIMITATION OF LIABILITY. IN NO EVENT SHALL CG BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL, DAMAGES, OR ANY DAMAGES WHATSOEVER, EVEN IF CG HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE FROM THIS SITE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless CG, its officers, directors, employees, agents, licensors and suppliers (collectively the "Provider") from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these terms and conditions or any activity related to your Internet account (including negligent or wrongful conduct), by you or any other person accessing the Site using your Internet account. APPLICABLE LAWS. Your use of this Site shall be governed in all respects by the laws of the state of Massachusetts, U.S.A. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this Site (including but not limited to the purchase of CG products). Any cause of action or claim you may have with respect to the Site (including but not limited to the purchase of CG products) must be commenced within one (1) year after the claim or cause of action arises. CG's failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. CG may assign its rights and duties under this Agreement to any party at any time without notice to you. CG makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this Site from locations outside Massachusetts do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the materials in violation of U.S. export laws and regulations. Any claim relating to the materials shall be governed by the internal substantive laws of the State of Massachusetts. ARBITRATION. By using this Site, you agree that CG, at its sole discretion, may require you to submit any disputes arising from the use of this Site, or these Terms and Conditions concerning or, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said Rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the state as set forth in the previous section. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Further, the arbitrator(s) shall have no authority to award punitive, consequential or other damages not measured by the prevailing party's actual damages in any arbitration initiated under this section, except as may be required by statute. GENERAL. CG may revise these Terms at any time by updating this posting. You should visit this page from time to time to review the then-current Terms because they are binding on you. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages at this Site. OUR ADDRESS. ChemGenes Corporation 33 Industrial Way Wilmington, MA 01887 United States Last updated: January 8, 2004 Copyright 2004 ChemGenes Corporation. All rights reserved