Biostimulants.online

Access License Agreement

1. RECITALS

(A) “Natural Sciences Information Centre” (NSIC) - the company registered under the law of Russian Federation with its corporate office at 3rd Khoroshevskaya 11, 123298 Moscow, Russian Federation, is the producer and all rights holder for the plants biostimulants database “BIOSTIMULANTS” registered by Federal Service of Intellectual Property (Rospatent) with the certificate-Nr. 2017620553.

(B) “Biostimulants.online” – the product of NSIC consisting of electronic access to scientific database “BIOSTIMULANTS”, see https://www.biostimulants.online for a complete description of the product.

(C) “Licensee” - the legal entity licensing the access to “Biostimulants.online” by means of this Access License Agreement (“License”).

2. DEFINITIONS AND INTERPRETATIONS

Authorized IP Address”: An Internet Protocol address registered at Licensee’s Eligible Site and under Licensee’s exclusive control to be provided by Licensee in a form acceptable to NSIC.

Competent Authority”: (a) Any organization having legal and/or regulatory authority; (b) any court of law in any jurisdiction; and (c) any authority competent to impose any taxation.

Eligible Site”: A location or address of the Licensee including locations (addresses) of its departments, branches or representative offices which belong to the Licensee and represent the constitute part of its legal entity. Eligible Sites together with registered IP addresses are set forth in the Order by Licensee and have to be approved by NSIC to use and search “Biostimulants.online”, subject to the Terms & Conditions. Any other legal entity whether is being affiliated with or otherwise connected to the Licensee or not, is considered to be as a separate Licensee with its own Order for Access License.

Intellectual Property Rights”: The exclusive rights and title in and to all copyright and related rights, moral rights, rights in computer software, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights that relate to the Database, Content, Software Platform, Products and Services, Domain names, Trademarks, in each case whether registered or unregistered and including all applications (or rights to apply) for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world for the whole term of protection of such rights including any renewals, reversions, revivals and extensions and together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these assigned rights, whether occurring before, on, or after the date of this License.

Key Contact”: An employee of Licensee at an Eligible Site designated by the Licensee to be authorized individual for technical contacts by the name and behalf of Licensee.

Named User”: An employee of Licensee for whom the Licensee which already has paid in full License Fees for the access from the Eligible Site requested for additional price the access to “Biostimulants.online” to be provided for private location of employee. The term “Named User” should also include an Individual Licensee who has acquired access to the database for a period of a month or less for one user only. Each Named User receives the individual Username and password and has to be approved by NSIC to use and search “Biostimulants.online” in accordance with the Terms & Conditions.

Order”: The order form supplied by NSIC to Licensee setting forth the price and the requirement to accept the License and Terms & Conditions, and being approved by authorized representative acting by the name and behalf of the Licensee, completed and returned to NSIC.

Parties”: NSIC and Licensee (and “Party” shall be construed accordingly).

Services”: Online access to “Biostimulants.online” via Authorized IP Address(es) listed in the Order and approved by NSIC, as well as via the pair “User name-password” for each individual Named User approved by NSIC.

Term”: The initial period of access as specified in the Order, or a subsequent agreed extension or renewal period in which Licensee licenses the access to “Biostimulants.online”.

Terms & Conditions”: The description of access rules to “Biostimulants.online” and permissible use of the data accessed via “Biostimulants.online”. The Terms & Conditions are incorporated by reference into the License and the Order.

Username”: A unique account identifier assigned by NSIC to an individual Named User that is used, in conjunction with a password, to access “Biostimulants.online”.

i. Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and references to any gender shall include all other genders.

ii. The headings are inserted for convenience only and shall not affect the construction of this Agreement.

iii. The words “other”, “include” and “including” do not connote limitation in any way.

3. LICENSE

3.1. NSIC grants Licensee a non-perpetual, non-exclusive, non-transferable License to use the access to “Biostimulants.online” from Eligible Site(s) set forth in the Order, subject to the Terms & Conditions, with the following limits: “Biostimulants.online” access and search results may be used only by current employees of Licensee for internal purposes related to Licensee’s business with non-commercial use of printed or downloaded part of Content. Named Users have to follow all the above mentioned rules and conditions but may use “Biostimulants.online” without being bound to Eligible Site(s) and Authorized IP Address(es). Licensee’s rights to use access to “Biostimulants.online” are completely stated in this License, including Terms & Conditions and Licensee has no other or any additional rights with regard to “Biostimulants.online”. The License represents a commitment for the Licensee to pay in full the agreed License fees specified in the Order, as well as Named Users’ fees.

3.2. “Biostimulants.online” Content is updated periodically with the additional information from newly abstracted scientific literature. This License provides during the Term the same rights to use the online access to the updated version of “Biostimulants.online” as provided for herein.

4. TERM AND TERMINATION

4.1. The initial Term of the License or any renewal Term shall be as set forth in the Order. The Order shall be completed in all paragraphs, approved, and sent back to NSIC. Sending the completed Order to the NSIC occurs automatically after pressing the SUBMIT ТHE ORDER button. By sending back the fully executed Order, the Licensee confirms that the Order, the License and the Terms & Conditions were accepted and approved in full, without any reservations and exceptions, by authorized representative acting by the name and behalf of the Licensee. NSIC will start the Services to Licensee in 3 (three) working days after receive the payment of License fees in full.

4.2. The Term of the License shall be 1 (one) year (365 consecutive days), half-a-year (183 consecutive days), one month (30 consecutive days) or one week (7 consecutive days), which is specified in the Order, and shall not automatically renew. The Parties have to agree the new License Term in writing.

4.3. The License, including Terms & Conditions, as well as the Order are the entire understanding between the Parties concerning the Biostimulants.online services and supersede all prior representations and discussions, oral or written.

4.4. If it becomes necessary, NSIC will reserve the right at any time and without prior notice to slightly modify the standard License text posted at the Site. Please check this page for current content when submit the Order form. Nevertheless if a Licensee paid in full the License fees in accordance with the accepted License, including Terms & Conditions, the Licensee has the right to consider as the valid version of the License that one which has been posted on the Website at the date of the Order.

4.5. NSIC has the right to terminate Services immediately without prior notice if the Licensee breaches any provision of the License or the Terms & Conditions.

4.6. On the effective date of termination of the License, the License granted to access “Biostimulants.online” is revoked, and Licensee will have no rights to continue to use access to “Biostimulants.online”. The right to use data that has been accessed through “Biostimulants.online” for non-commercial purposes will remain in effect following termination, the subject to Terms & Conditions.

5. LICENSE FEES

License fees for initial License Term and subsequent Terms are set forth in Licensee’s Order. Licensee may request NSIC to create Named User account(s) for additional fee. All License Fees and Named User fees are not refundable under any circumstance.

NSIC based the License fees on current “Biostimulants.online” feature functionality. Should NSIC develop additional feature functionality or modules to “Biostimulants.online” while the Term of License, NSIC in its sole discretion will decide whether or not to provide Licensee with such additional functionality.

NSIC may provide Licensee any time with the notice of renewal License fees for subsequent Terms; such shall not be binding on Licensee unless the renewal Term and renewal License fees are agreed to by Licensee in writing.

Licensee takes all local costs at Eligible Sites associated with the access to “Biostimulants.online” including, but not limited to, the payment of all taxes and duties if applicable.

6. INVOICES

License fees and Named User fees are established in Euro (EUR). By the request of Licensee the invoices could also be written in US Dollars (USD), Russian Rubles (RUB) or Chinese Yuan (RMB) taking into account the exchange rate set forth in Central Bank of Russian Federation for the invoice date. The payment by credit card will be made in Russian Rubles (RUB) taking into account the exchange rate set forth in Central Bank of Russian Federation for the payment date.

Licensee shall pay the invoiced amount in whole as one-time payment in accordance with the terms set forth in the invoice and takes the wire transfer charges.

7. “BIOSTIMULANTS.ONLINE” USE

7.1. Assignment & Individual Use of Username. Licensee who has paid the License in full is allowed to request NSIC in writing (sales@biostimulants.online) to initiate the individual account for any employee of the Licensee as the Named User account (one account for each employee) with the access to“Biostimulants.online” by login and password from individual location. That service should be paid additionally with the price agreed by both Parties and is not transferrable by Named User to any other physical or juridical person.

7.2. Reasonableness of Use. NSIC will monitor the volume of searching and downloading activity associated with each Licensee and Named User on a routine basis, for the purposes of benchmarking “average” use and ensuring compliance with Terms & Conditions for “Biostimulants.online”.

The use by Licensee or Named User of federated search tools with “Biostimulants.online” is prohibited. Additionally, the use by Licensee or Named User of any script/macro to automate an otherwise manual process of data retrieval from “Biostimulants.online” is prohibited.

NSIC may ask the Key Contact to discuss with NSIC any usage pattern(s) NSIC questions and, if necessary, to work with NSIC to reach a solution if a problem is uncovered. However if NSIC determines that “excessive” use is unreasonable or violates the Terms & Conditions, NSIC may de-activate online access to “Biostimulants.online” or terminate the License. NSIC prefers to resolve this type of issue without de-activating access or terminating the License if possible, and will use reasonable efforts to do so.

7.3. Customer Service Support. NSIC may render to Licensee customer service support in the form of e-mail answers to the Licensee’s questions (contact: sales@biostimulants.online).

8. KEY CONTACT

NSIC requires that Licensee will designate at least one employee for each Eligible Site to be a Key Contact. Licensee shall provide NSIC with updated contact information immediately if a Key Contact is changed or updated.

9. GENERAL PROVISIONS

9.1. Ownership Rights. All intellectual property rights to the “Biostimulants.online”, the Content, products, services, software programs, indexing rules, user manuals, updates, upgrades included in or accessible from “Biostimulants.online” are in and will retain with the NSIC as the owner and all rights holder of the Database of plants biostimulants “BIOSTIMULANTS” and the product “Biostimulants.online” and are protected by copyright laws and international copyright treaties. The terms of the License in no way limit the ownership of NSIC for the “Biostimulants.online”. Terms & Conditions do not grant Licensee or Named User any right of ownership for “Biostimulants.online”. Licensee or Named User is prohibited from making any modifications, adaptations, enhancements, decompilations, changes or derivative works of “Biostimulants.online” or part thereof, as well as from removal, masking or any modification of copyright symbols and notices containing in the “Biostimulants.online”. Any aggregated information taken from the content of “Biostimulants.online” shall be accompanied by the reference to “Biostimulants.online” and its owner NSIC.

9.2. Mergers/Acquisitions. The Licensee shall not sublicense, sell or otherwise transfer any rights, duties, or obligations under this License to any other legal entity, in whole or in part, without prior written consent of NSIC. It does not matter whether this legal entity is affiliated or otherwise connected to the Licensee as the result of mergers or acquisitions, sales or purchase of shares or assets, or by any other way. Each legal entity shall submit Order to NSIC by its own and subscribe to “Biostimulants.online” Services on the conditions agreed by Parties.

9.3. Confidentiality. The Licensee and NSIC both agreed to keep the Order, Key Contact identity and the contents of Licensee’s search inquiries in confidence. Either Party may disclose confidential information only to the extent such disclosure is required to comply with applicable law or regulations, or with a court or administrative order.

9.4. Warranty and Liability Disclaimers. NSIC warrants that “Biostimulants.online” is free from significant defects in material and workmanship under normal use. In the event that online service will be interrupted due to a system fault (not including interruptions in communications or other causes not attributable to NSIC) then NSIC will use its best efforts to restore service as quickly as possible. While NSIC will use its best efforts to deliver complete, accurate and reliable data from the “Biostimulants.online”, neither NSIC and its officers, directors, employees, contractors, vendors, agents nor any other party involved in the creation, production or delivery of the access to “Biostimulants.online” do not make any additional warranties, express or implied, including any implied warranties of merchantability and fitness for a particular purpose, except as otherwise provided herein. With respect to “Biostimulants.online” and all information supplied to Licensee pursuant to the Terms & Conditions, NSIC does not warrant absolute accuracy or completeness, is not responsible for any errors and omissions in search results, does not claim the non-infringement, and is not liable for damages of any kind (including without limitation loss of profits) arising out of the Licensee use the results of services rendered or products provided or inability to use them.

9.5. Invalid Provisions. If one Party gives the notice to another Party of the possibility that any provision or part-provision of this License is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

9.6. Force majeure. Without affecting any other right or remedy available to it, NSIC may interrupt Services or terminate the License with immediate effect by giving written notice to the Licensee if:

• due to acts of God, war, civil commotion, malicious damage, political crises, compliance with any law or governmental order, rule, regulation or direction, or similar events it has become absolutely impossible to achieve the purpose of this License, or

• if NSIC cannot lawfully perform its obligations under this License without obtaining further approval, license or exemption from any Competent Authority or without incurring unreasonable additional costs or administrative burden.

NSIC will continue Services immediately after the end of Force majeure circumstances and will give written notice to the Licensee.

9.7. Language. The License, Terms & Conditions, the Order, invoice and all notices or formal communications under or in connection with it or any attachments or amendments to it shall be in English. The translation of the License and Terms & Conditions into Russian is also available at the Site.

9.8. The applicable Laws. The License, including Terms & Conditions, the Order, as well as any their changes, additions and updates shall be governed by the law of and interpreted by the courts of the Russian Federation. The venue of action of one Party against the other Party shall be Moscow, Russian Federation.

9.9. Communication. Any notice(s) given under this License, Terms & Conditions, the Order, Invoice and any others connected to the subject matter may be sent by electronic mail or by certified mail to the Party’s last known address. The Parties are obliged to inform each other about changing of their addresses or requisites.

Last Updated: October 11, 2018