Data Use Agreement

Recipient will sign up for an account at www.atcc.org
Recipient will be required to read through and acknowledge the below Data Use Agreement (DUA)
The DUA should include the following but is not limited to:

Recipient cannot transfer ATCC Genome Portal Data to other users or entities.
ATCC Genome Portal Data cannot be used for commercial purposes without explicit written permission from ATCC. For more information, contact us.
ATCC Genome Portal Data cannot be imported, shared, or transferred to commercial or public databases.
Recipient cannot modify and present any data that is downloadable from genomes.atcc.org as their own.

As a condition of receiving access to the ATCC genome data site at www.genomes.atcc.org and viewing and/or downloading data or other information you (hereinafter “you” or “Recipient”) hereby agree to comply with the following terms and conditions.

Definitions

“ATCC Genome Portal” refers to the site www.genomes.atcc.org and any related ATCC websites.

“ATCC Genome Portal Data” refers to any data or information that can be viewed or downloaded on or through the ATCC Genome Portal, including without limitation, genome assemblies, gene annotations, and Quality Control parameters.

"Recipient” refers to any individual who accesses and/or downloads ATCC Genome Portal data.

“Commercial Use” means the use of the ATCC Genome Portal Data:

For sale, license, lease, export, transfer, or other distribution for financial purposes or other commercial purposes;
To provide a service for financial purposes, including in a university core facility;
To produce or manufacture products for general sale or ultimately intended for general sale;
To generate a whole or partial genome sequence and use the foregoing for financial purposes; or
In a commercial manufacturing process, such as bioproduction, fermentation, or isolation processes or services.

Scope of Use

ATCC Genome Portal data may only be used by the Recipient for research purposes and shall not be used for any Commercial Use without first obtaining written approval from ATCC. Recipient expressly acknowledges and agrees that all ATCC Genome Portal data are available for noncommercial research use only.

Transfers

Recipient acknowledges and agrees not to distribute, sell, or otherwise make available or transfer the ATCC Genome Portal data to any other person or entity without ATCC’s prior written approval. Recipient shall ensure that any permitted transfer shall be subject to the permitted transferee agreeing to be bound by terms and conditions of this DUA.

Public or Commercial Database. ATCC Genome Portal Data may not be transferred to or used in any multi-user database.
Transfer of ATCC Genome Portal data. Recipient may not transfer ATCC Genome Portal data to other Recipient personnel or entities.

Use of ATCC Genome Portal Data. In freely using the ATCC Genome Portal data, the recipient acknowledges to cite ATCC as the publisher of the genomic data and give appropriate credit to ATCC. Use of genomic data should be cited as follows. American Type Culture Collection (2019). ATCC Genome Portal [Online]. Available at genomes.atcc.org (Accessed: day month year).

Indemnification; Limitation of Liability

Recipient hereby agrees to indemnify, defend, and hold harmless ATCC, Reference Genomics, and its vendors against all third party claims, losses, expenses, and damages, including reasonable attorneys’ fees (collectively "Claims") arising out of or relating to Recipient’s use, receipt, handling, and storage relating to ATCC Genome Portal Data. All non-monetary settlements of any such Claims are subject to ATCC’s prior written consent, such consent not to be unreasonably withheld.

If Recipient is prohibited by law from entering into the indemnification obligation set forth above then the following shall apply:

Recipient assumes all liability for any and all third party claims, losses, expenses, and damages, including reasonable attorneys’ fees (collectively "Claims") arising out of or relating to Recipient’s use, receipt, handling, and storage of ATCC Genome Portal Data, provided that Recipient’s liability shall be limited to the extent that any such Claim arises out of ATCC's gross negligence or willful misconduct, and provided further that if the Recipient is the U.S. federal government or a state institution or a foreign equivalent organization such Recipient assumes such liability only to the extent provided under the Federal Tort Claims Act, 28 U.S.C. §§ 2671 et seq. or under equivalent applicable State or foreign law.

ATCC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NONINFRIGNEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. While ATCC uses reasonable efforts to include accurate and current information on genomes.atcc.org, ATCC makes no warranties or representations as to its accuracy. ATCC does not warrant that such information has been confirmed to be accurate. ATCC does not provide any representation or warranties with respect to site uptime or continued access to the ATCC Genome Portal. To the maximum extent permitted by law, in no event will ATCC or its vendors be liable for any indirect, special, incidental, or consequential damages of any kind in connection with or arising out of the DUA, the ATCC Genome Portal, or ATCC Genome Portal data (whether in contract, tort, negligence, strict liability, statute, or otherwise) even if ATCC has been advised of the possibility of such damages.

Intellectual Property

As between the parties, ATCC and/or its vendors shall retain ownership of all right, title, and interest in the ATCC Genome Portal Data.

Recipient explicitly acknowledges that all ATCC trademarks are the exclusive property of ATCC and ATCC retains all right, title, and interest in and to its trademarks, trade-names, logos, catalog numbers, and ATCC-specific designations of ATCC Materials. Recipient expressly agrees not to use the foregoing in any way without ATCC's prior written agreement.

Miscellaneous

Any disputes arising under this DUA shall be governed by the laws of the State of Virginia without regard to its conflict of laws principles and Recipient hereby expressly consents to, submits to, and waives any objection to the sole and exclusive jurisdiction of such courts. If Recipient is a Federal or State non-profit organization or foreign public organization, then any disputes arising under this DUA shall be tried exclusively in a court of competent jurisdiction.

Recipient agrees that any breach of this DUA, including but not limited to any breach of the Scope of Use provisions of this DUA, will entitle ATCC to immediately cease further accessibility of ATCC Genome Portal without notice to Recipient and ATCC shall have the right to immediately terminate this DUA, in each case without limiting any further remedies that ATCC may be entitled to. Recipient acknowledges that any breach may create such irreparable injury as to entitle ATCC to seek preliminary or permanent injunctive relief in addition to all other equitable and legal remedies available under applicable laws.

Recipient may not assign or otherwise transfer this DUA or any rights or obligations under this DUA, whether by operation of law or otherwise without the prior written consent of ATCC and any such attempted assignment or transfer will be void and of no force or effect. This DUA shall be binding on all permitted successors and assigns. No term or provision contained herein shall be deemed waived or modified and no breach excused unless such waiver or consent shall be in writing and signed by the parties. If any provision of this DUA is for any reason found to be unenforceable, the remainder of this DUA will continue in full force and effect. The provisions of this DUA which by their nature or implication are intended to survive termination or expiration shall so survive. None of the provisions of this DUA are intended to create, nor shall be deemed or construed to create, any relationship between ATCC or Recipient other than that of independent entities contracting with each other hereunder solely for the purpose of effecting the provisions of this DUA.

By agreeing to these terms during the account setup process, the Recipient acknowledges that they have read and understood and agree to the terms and conditions set forth in this DUA.