Standard Terms and Conditions for Website Use

Welcome to CellBank Australia.  CellBank Australia is owned and operated by the Children’s Medical Research Institute (“CMRI”; ABN 47 002 684 737).  CellBank Australia is a Repository specialising in the growth, quality control and storage of Cell Lines.  CellBank Australia accepts deposits of Cell Lines, aiming to freeze and store a quality-controlled bank of cells for subsequent distribution to the research community.  CellBank Australia operates as a not-for-profit facility, and aims to recover costs from sales of Cell Lines and related quality control services.

The CellBank Australia online store (“Website”) provides users with access to extensive information as well as online purchasing capabilities, and is offered as a “Service” by CellBank Australia, at its sole discretion.

To access the online purchasing capabilities of the Website, you must first establish a Customer Account.  To create a Customer Account, you must register, which requires information including your first and last name, the name of your organisation, a valid email address, and a password.  Once you have created a Customer Account, you will have the option to create a profile, which requires information including your billing and shipping address. To submit an Order to the Website your Customer Account must be tied to a profile.

The standard terms and conditions stated herecontain important information about the use of the Service.

1. Scope

1.1. These Standard Terms and Conditions for Website Use (“Website Terms”) apply to all content and features available from the current Website.  Any new content and features added to the current Website shall also be subject to these Website Terms.

1.2. These Website Terms apply to all users of the Website, including without limitation users who are browsers or customers.

1.3. Access to online purchasing capabilities is not available to resellers.

2. Definitions and Interpretation

2.1. In these Website Terms, unless the context otherwise requires:

“Agreement” means the agreement between CellBank and browsers or users of the Website.

“Cell Line” means a defined population of cells, derived from a single source, which has been maintained in culture for an extended period of time.

“CMRI” means the Children’s Medical Research Institute, having its registered business address at 214 Hawkesbury Road, Westmead 2145, New South Wales, Australia.

“Customer Account” means a record in the website database that identifies a RegisteredCustomer and associates the user with the related data.

“Linked Sites” means other websites operated by third parties that may be hyperlinked by the Website.

“Material” means each sample of Cell Lines that the Recipient wishes to purchase.

“Order” means a record of a request for Material initiated by a buyer.

“Repository” means a facility specialising in the collection and appropriate maintenance of cells in various formats, including as Cell Lines, for subsequent distribution to third parties.

“Reseller” means any individual, employed by or otherwise representing a company that purchases Material for the purpose of resale.

“we”, “us” and “our” means CellBank Australia.

“Website” means the CellBank Australia online store at www.www.cellbankaustralia.com.

“you” or “your” means you as the user of the Website, including as a buyer of Material from CellBank Australia, pursuant to these Website Terms.

3. Representations

3.1. You represent that you have read these Website Terms, and that you have read our Privacy Policy.

3.2. You represent that you are at least the age of majority in your state or province of residence.

3.3. You represent that all information provided to CellBank Australia via the Website or otherwise is accurate and that you are the individual identified in such information.  In the event any such information changes after it is provided to CellBank Australia, you agree to update your Customer Account the next time you access the Website.

3.4. With regard to the Customer Account that you may elect to create on the Website, you represent that you are not a reseller.

4. Acceptance

4.1. By accessing or otherwise using the Website you agree to abide by these Website Terms, and you agree with our Privacy Policy. EACH TIME YOU ACCESS OR OTHERWISE USE THE WEBSITE, YOU ARE REAFFIRMING YOUR AGREEMENT TO THESE WEBSITE TERMS AND OUR PRIVACY POLICY.

4.2. Without written permission by us, you agree not to reproduce, duplicate, copy, sell, resell or exploit:

(a) any portion of the Service;

(b) use of the Service;

(c) access to the Service.

4.3. If you become a Customer Account holder, with regard to your Customer Account, you agree:

(a) to maintain the confidentiality of your password;

(b) that you are fully responsible for any and all activities that occur under your Customer Account;

(c) to immediately notify us of any unauthorised use of your password or Customer Account or any other breach of security;

(d) to ensure that you exit from your Customer Account at the end of each session;

(e) that CellBank will not be liable for any Loss that you may incur as a result of someone else using your username, either with or without your knowledge; and

(f) not to use anyone else’s Customer Account at any time.

4.4. You agree to provide current, complete and accurate information for all purchases made at the Website.

4.5. If you become a Customer Account holder, you agree to receive electronic communications from us regarding your account.

4.6. You agree that CellBank Australia is not responsible for the availability of Linked Sites from the Website, and does not endorse and is not responsible or liable for any content on or available from such Linked Sites. You further agree that CellBank Australia shall not be responsible or liable, directly or indirectly, for any Loss or damage caused or alleged to be caused by or in connection with use of or reliance on any such content, available on or through any such linked site.

4.7. You acknowledge and agree that the Website may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only.

4.8. You acknowledge and agree that occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to product or service descriptions, pricing, promotions, offers, product shipping charges, transit times and availability.

4.9. You agree that it is your responsibility to monitor changes to the Website.

4.10. You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.

4.11. You agree that your use of, or inability to use, the Service is at your sole risk.  The Service is (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied.

4.12. You agree to indemnify, defend and hold harmless CMRI and its directors, officers, representatives and agents of these parties, from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Website Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third party.

5. Restrictions

5.1. If you do not agree to these Website Terms without modification, you are not authorised to access or otherwise use the Website or its content.

5.2. You are not authorised to access or otherwise use the Website or its content:

(a) for any unlawful purpose;

(b) to solicit others to perform or participate in any unlawful acts;

(c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;

(d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others;

(e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;

(f) to submit false or misleading information;

(g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website or of any related website, other websites, or the internet;

(h) to collect or track the personal information of others;

(i) to spam, phish, pharm, pretext, spider, crawl, or scrape;

(j) for any obscene or immoral purpose; or

(k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet.

6. Grant of Rights

6.1. Subject to these Website Terms, users who are browsers are authorised to access and otherwise use the Website, at the sole discretion of CellBank Australia, for:

(a) education and related research; and

(b) background information on Material offered for sale by CellBank Australia on the Website.

6.2. Subject to these Website Terms, a Customer Account can be created, at the sole discretion of CellBank Australia, for:

(a) the purposes of making purchasing decisions with regard to Material offered for sale on the Website;

(b) administering Orders submitted to the Website;

(c) education and related research; and

(d) background information on Material offered for sale by CellBank Australia on the Website.

7. Privacy Policy

7.1. Your submission of personal information to the Website is governed by our Privacy Policy.  The Privacy Policy is available to all users under the Customer Support tab of the Website main menu, or by clicking on the hyperlink here.

8. Third Party Links

8.1. The Website may contain Linked Sites.  Hyperlinks from the Website to other third party websites do not constitute an endorsement by CellBank Australia of content on or available from such Linked Sites.  Any such hyperlinks are provided for your reference only and are included on an “as is” and “as available” basis.

8.2. When you visit a Linked Site, you will no longer be protected by our Privacy Policy or security practices.  It is your responsibility to read and understand the terms and conditions applicable to any such websites. Please review carefully the third party’s policies and practices and make sure you understand them before you engage in any transaction.

8.3. Complaints, claims, concerns, or questions regarding content on Linked Sites, should be directed to the third party.

9. Disclaimer of Warranties; Limitation of Liability

9.1. We are not responsible if information made available on the Website is not accurate, complete or current.  The content on the Website is provided for general information only, and shall not be relied upon or used by you as the sole basis for making decisions without consulting primary, more accurate, complete, or timely sources of information.  Any reliance on the content on the Website is at your own risk.

9.2. We reserve the right to correct any errors, inaccuracies or omissions at any time without prior notice.

9.3. We reserve the right to modify the content of the Website at any time, but we have no obligation to update any information on the Website.

9.4. We undertake no obligation to update, amend or clarify information on the Website or on any related website, including without limitation, pricing information, except as required by law.  No specified update or refresh date applied on the Website should be taken to indicate that all information on the Website or on any related website has been modified or updated.

9.5. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

9.6. We do not guarantee, represent or warrant that your use of the Service will be uninterrupted, timely, secure or error-free.

9.7. We reserve the right at any time to modify or discontinue the Service or any part or content thereof without notice at any time.

9.8. In no case shall CMRI, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of the Service, or for any other claim related in any way to your use of the Service, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

10. Term and Termination

10.1. The Agreement commences pursuant to clause 4 and shall continue until terminated by either party.

10.2. You may terminate these Website Terms at any time by notifying us that you no longer wish to use the Service.

10.3. If in our sole judgment you fail, or we suspect that you have failed, to comply with these Website Terms, we also may terminate the Agreement at any time without notice; and/or accordingly may deny you access to our Service (or any part thereof).

10.4. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of the Agreement for all purposes.

11. Miscellaneous

11.1. Any ambiguities in the interpretation of these Website Terms shall not be construed against CellBank Australia.

11.2. The Agreement will be governed by and construed in accordance with the laws of the State of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that State.

11.3. Should any part of the Agreement be or become invalid, that part will be severed from the Agreement and that invalidity will not affect the validity of the remaining provisions of the Agreement.

11.4. No waiver of any breach of the Agreement or of any of the terms will be effective unless the waiver is in writing and signed by the party against whom the waiver is claimed.

11.5. The failure of us to exercise or enforce any right or provision of these Website Terms shall not constitute a waiver of such right or provision.

11.6. These Website Terms and any policies or operating rules posted by us on the Website or in respect to the Service constitutes the entire Agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Website Terms).