This Click-Through Agreement (the “Agreement”) contains the terms and conditions upon which Hologic, Inc. (“HOLOGIC”) grants to you (“Licensee” or “You”) a limited license to access, download, order, and evaluate information and media, whether tangible or otherwise, (collectively, “Information”) available herein. Please read this Agreement carefully. By clicking “I AGREE”, you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety.
IF YOU ARE ENTERING INTO THIS AGREEMENT WITHIN THE SCOPE OF YOUR EMPLOYMENT OR IN CONNECTION WITH YOUR ENGAGEMENT AS AN INDEPENDENT CONTRACTOR, THEN THE TERM “LICENSEE” OR “YOU” INCLUDES YOUR EMPLOYER OR PRINCIPAL CONTRACTOR, AS APPLICABLE, AND YOU WARRANT AND REPRESENT TO HOLOGIC THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH EMPLOYER’S OR PRINCIPAL CONTRACTOR’S BEHALF.
SECTION 1: LICENSE GRANT
HOLOGIC hereby licenses and transfers to Licensee a license to use, reproduce, and distribute the Information provided that:
Licensee warrants and guarantees that it shall not modify the Information except as expressly consented to in writing by HOLOGIC.
Licensee warrants and guarantees that it shall not utilize the Information in any manner that could reasonably be foreseen to disparage or cause disrepute to HOLOGIC and Licensee shall provide immediate notice to HOLOGIC in the event Licensee become aware of any such use.
To the extent that the Information includes content, Licensee acknowledges and agrees that HOLOGIC makes no representations or warranties regarding the Information provided.
Licensee warrants and guarantees that it shall not license, transfer, or sell the Image or any copies of the Information to any person or entity, except that its licensees who are creating derivative versions of the work, such as custom editions and translations, are permitted to use the Information in those derivative versions.
Licensee releases HOLOGIC, its successors, assigns, licensees, employees, agents and representatives from any and all claims arising from Licensee’s use of the Information.
Any use of the Information must comply with all applicable laws; including not limited to all regulatory approvals and FDA regulations. You bear full responsibility for all materials, activities, or other uses of the Information and understand that in providing the Information, Hologic makes no endorsement of such materials, activities or other uses.
SECTION 2: NO WARRANTIES
HOLOGIC DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE INFORMATION AND ANY OTHER DATA OR INFORMATION, OR OTHER MATERIAL FURNISHED TO LICENSEE HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE CONDITION THEREOF; CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION; THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS THEREIN; AND WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
In no event shall HOLOGIC be liable to Licensee or any third party for any loss of profits, business interruption, or loss of business information; any incidental, special, exemplary, or consequential damages; or any claims or demands brought against Licensee, even if HOLOGIC has been advised of the possibility of such damages.
SECTION 3: TERMINATION
HOLOGIC may terminate this agreement at any time, for any reason, with immediate effect upon notice to Licensee at the address provided herein. Upon termination of this Agreement, Licensee shall cease reproducing, distributing or otherwise utilizing the Information and, if applicable, shall return all copies of the Information to HOLOGIC. Licensee and its licensees shall not be required to destroy any physical inventory that includes the Information and are permitted to exhaust any existing physical inventory after termination.
SECTION 4: MISCELLANEOUS
The obligations of this Agreement are personal to Licensee. Licensee may not assign or transfer its rights or obligations under this Agreement without the prior written consent of HOLOGIC.
This license agreement constitutes the entire understanding of the parties. This license agreement shall be governed in all respects by the laws of the State of Massachusetts.