Data Use Agreement

What this End-User Agreement is for

This End-User Agreement, including the Terms and Conditions below, protects ATCC, researchers, and scientists by securing access to ATCC’s data, such as the genomics data hosted in the ATCC Genome Portal. Data provided by ATCC, including genomics data and the associated metadata, is meticulously curated and regularly updated by ATCC while meeting established and rigorous standards for quality and reproducibility.

The Terms and Conditions below apply to all Data and Content found in or by use of: the ATCC Genome Portal. Access to ATCC data through our platform databases, such as ATCC Genome Portal, is typically open to the public for browsing top-level content. Downloading our data via the Web, or programmatically accessing ATCC data via our APIs or any tools we develop, however, requires End Users to agree to the following Terms and Conditions. These Terms and Conditions, in principle, establish that ATCC data can be used for Non-Commercial, Research Use only and cannot be shared to third parties unless they have also agreed to the same Terms and Conditions. Commercial use of our data requires a separate license, and interested parties should contact ATCC’s Licensing Group at [email protected].

Terms and Conditions

As a condition of receiving access to use ATCC’s Authenticated Data, including downloading, using the API, or any embedded tools, the End-User hereby agrees to be bound by these Terms and Conditions.

The terms of these Terms and Conditions are subject to change at any time at the sole discretion of ATCC. ATCC plans to announce significant changes to these Terms and Conditions approximately 30 days prior to their implementation. When ATCC implements changes, ATCC will post the then current version and archive the superseded version (available on request). Every version is dated in the footer at the end. You assent to the updated terms, or you must discontinue all use of ATCC’s Authenticated Data, database, and portal. Your continued use of any component of the ATCC’s Authenticated Data constitutes your acceptance of all changes.

Definitions

“ATCC’s Authenticated Data” means any data or information that can be viewed or downloaded on or through any ATCC database, and any Content on or from any ATCC database or API.

“Commercial Use” means any use of any of ATCC’s Authenticated Data or Content for commercial benefit:

for sale, license, lease, export, transfer or other distribution for financial purposes or other commercial purposes;
to provide a service for financial purposes, including but not limited to proficiency testing, preclinical, clinical, bioproduction or manufacturing services, or any other fee-for-service use by a CRO, CDMO, university core facility, or any other third-party contractor;
to produce or manufacture products for general sale or ultimately intended for general sale, including use in a commercial manufacturing process such as fermentation, bioproduction, or isolation;
in a clinical trial or other testing regulated by a government agency (e.g., FDA, EMEA, EPA, etc.) or in any human;
to collect and commercially exploit data regarding sequences of nucleic acids, proteins or other biological polymers, or relative amounts of biological substances or biological activities; or to generate a whole or partial genome sequence and use the foregoing for financial purposes.

To secure a license for commercial use, please contact ATCC’s Licensing Group at [email protected].

“Content” means any data or information available from or through any ATCC database directly or in connection with your access to or use thereof through an API, embedded tools, or software, including without limitation, ATCC’s proprietary biological databases, data, knowledge bases, diagrams, graphs, analysis reports and any third-party content made available to you directly or in connection with your access to, or use of any of the foregoing, including any derivative thereof.

“Educational Purposes” means those limited activities that relate directly to learning, teaching, training, or professional development at an academic institution or a non-profit research organization, when such activity is directed to teaching or research.

“Non-Commercial Use” excludes Commercial Use and means only use of ATCC’s Authenticated Data or Content for Educational Purposes or Research Purposes.

“Research Purposes” excludes Commercial Use and means research activity undertaken for the advancement of knowledge. It includes analysis on data to conduct a systematic investigation, including research development, testing, or evaluation undertaken at, or on behalf off, an academic institution or a non-profit research organization, such activity being designed to develop or contribute to generalizable knowledge or education.

License Grant and Scope of Use

Subject to these Terms and Conditions, ATCC hereby grants you a limited, non-transferable, non-sublicensable, non-exclusive, revocable license to use ATCC’s Authenticated Data or Content for Noncommercial Use only. ATCC does not grant you the right to use ATCC’s Authenticated Data for any Commercial Use, or any other purpose without prior written consent from ATCC. Commercial use licenses are available through ATCC Licensing Group ([email protected]).

You may not copy, display, distribute, modify, publish, reproduce, store, transmit, post, translate, or create derivative works from any of ATCC’s Authenticated Data (including through or resulting from the use of artificial intelligence tools) other than at, or on behalf off, your academic institution or your non-profit research organization for Noncommercial Use that is exclusively for Educational Purposes or Research Purposes. You may not share, sell, rent, license, or lend all or any part of any ATCC database, portal, API, in any medium to anyone, except as otherwise expressly permitted under these Terms and Conditions, or as permitted by license or agreement with ATCC.

You may publish data or insights derived from Content in a scientific journal or other academic publication, poster, or presentation. You may publish data or insights derived from Content, other than in a scientific journal or other academic publication, poster, or presentation provided, however, that:

Any such publication shall include recognition of the contributions of ATCC and the use of ATCC’s Authenticated Data. Citations should recognize ATCC authorship or acknowledge the use of an ATCC database, portal, or other source, such as, in the case of the ATCC Genome Portal, one of the following citations: “ATCC Genome Portal (https://genomes.atcc.org)” or “Available at genomes.atcc.org (Accessed: day/month/year)” or “Nguyen, S., et al. The ATCC genome portal: 3,938 authenticated microbial reference genomes. Microbiol Resour Announc. 2024 Feb; 13(2): e01045-23.”
Only the minimum amount of ATCC Data or Content as needed to support the specific scientific claims is included.

No right, title, or interest in any ATCC database, portal, Authenticated Data or Content is transferred to you when you access, download, or use ATCC’s Authenticated Data or Content. ATCC reserves all its rights, including all its intellectual property rights, in all ATCC’s Authenticated Data and Content at all times, except as expressly stated above.

Nothing in these Terms or Conditions authorizes you to adapt, change, modify, add to, update, compile, abridge or in any other way transform any part of any ATCC’s Authenticated Data, Content, or the ATCC website.

Representations

You represent, warrant, and covenant that:

You have read, understand, and agree to be bound by these Terms and Conditions;
You are of legal age to contract with ATCC;
You have the authority to enter into these Terms and Conditions personally;
Where applicable, such as in the case of institution-wide access, each company or institution providing access assures that each End-User associated with institutional access to ATCC Authenticated Data or Content, has also read, understands, and has agreed to abide by these Terms and Conditions;
You acknowledge that ATCC databases and portals are for research use only; and that they cannot be used for commercial purposes without explicit written permission from ATCC;
You acknowledge that ATCC Authenticated Data or Content cannot be imported, exported, shared, or transferred to any other database or third party;
You acknowledge that you may not modify or present any data downloaded from any ATCC database or portal without accurate attribution;
You acknowledge that these Terms and Conditions require arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and that they limit the remedies available in the event of a dispute;
You acknowledge that you are not bound by any law or other legal prohibition or obligation that prevents you from downloading or otherwise using ATCC’s Authenticated Data, Content, or any of ATCC’s databases or portals;
You acknowledge that you will not use ATCC’s Authenticated Data, or Content, or any ATCC database or portal in any way prohibited by export control or sanctions laws of the United States or any other applicable jurisdiction;
You acknowledge that you will not share any of ATCC’s Authenticated Data, or Content with any third party without the express, prior, written consent of ATCC, regardless of whether such party has signed a Data Use Agreement with ATCC;
You will promptly report to ATCC any unauthorized use or disclosure of ATCC’s Authenticated Data, or Content, of which you become aware, by submitting a form on the “Contact Us” page at https://www.atcc.org/support/contact-us. You will report such unauthorized use or disclosure as soon after you become aware of such unauthorized use or disclosure, but in no event later than 24 hours after you become aware. You will cooperate with ATCC in a timely manner to remediate the issue to the satisfaction of ATCC and to prevent any further unauthorized use or disclosure;
You will not use, allow, or facilitate the use of any ATCC database or portal for any downstream activities that may lead to the development, production, or unlicensed commercialization of products, technologies, or services;
You will not transfer, distribute, share, or allow access to any ATCC database or portal to any third party; and
You will implement and maintain appropriate administrative, physical, and technical safeguards to prevent the unauthorized use or disclosure of ATCC’s Authenticated Data, or Content.

Restrictions

You will not:

Engage in the systematic retrieval of Authenticated Data or Content from ATCC to create or compile, directly or indirectly, a collection, compilation, database, or directory other than as needed for End-user’s non-commercial, research use;
Use any robots, spiders, crawlers or other automated downloading programs, algorithms, or devices, or any similar or equivalent manual process on any ATCC database or portal to: (i) harvest personal information; or (ii) cause disruption to the working of any ATCC database or portal or any other person’s or entity’s use of any ATCC database or portal;
Probe, scan, or test the vulnerability of any ATCC database or portal or any network connected thereto, or breach or attempt to breach the security or authentication measures on any ATCC database or portal or any network connected thereto.

Breaches and Remedies of Representations or Restrictions

Any breach of any of the above Representations or Restrictions entitles ATCC to immediately terminate your access to any ATCC database or portal and your limited license to access or use of ATCC’s Authenticated Data or Content.
Any breach of any of the above Representations or Restrictions may, in addition, result in legal action by ATCC to recover damages, seek injunctive relief, or both.
You acknowledge and agree that monetary damages may not be a sufficient remedy for unauthorized use of any ATCC database or portal or any of ATCC’s Authenticated Data or Content and that ATCC is entitled, without waiving any other rights or remedies, to injunctive and equitable relief.

Transfers

You acknowledge and agree not to distribute, sell, transfer, or otherwise make any of ATCC’s Authenticated Data or Content available to any third party without ATCC’s prior, written approval. You agree that you will ensure that any transferee agrees in writing to be bound by these Terms and Conditions.

Databases. You will not transfer ATCC’s Authenticated Data or Content to, or use ATCC’s Authenticated Data or Content in, any third-party multi-user database whether public or private.

Transfer of ATCC’s Authenticated Data or Content. You may not, and you represent that you will not, transfer ATCC’s Authenticated Data or Content to any third person or entity.

Citation and Attribution. In any publication, abstract, or other presentation regarding or referring to any of ATCC’s Authenticated Data or Content, or findings therefrom, you agree to acknowledge and to cite ATCC as the publisher of the data. See the preferred citation formats above.

Indemnification; Representations and Warranties; Limitation of Liability

Indemnification. You will indemnify, defend, and hold harmless ATCC, and its affiliates, directors, officers, employees, agents, licensors, suppliers, contractors, and vendors from and against any and all claims, losses, costs, expenses, liabilities, and damages, including reasonable attorneys’ fees and court costs, arising out of or relating to: (i) Your use or misuse, receipt, handling, or storage relating to ATCC’s Authenticated Data or Content, any ATCC database or portal; (ii) any negligence or wrongful acts or omissions by you or your directors, officers, employees, agents or contractors, including without limitation, your violation of the terms of these Terms and Conditions or any privacy, data protection, and other applicable federal, state, or local laws; and (iii) infringement of any intellectual property or other right of any person or entity in connection with your use of ATCC’s Authenticated Data or Content. All non-monetary settlements of any such claims are subject to ATCC’s prior written consent, such consent will not be unreasonably withheld.

Representations and Warranties. While ATCC exercises reasonable efforts to include accurate and current information on every ATCC database and portal, ATCC makes no warranties or representations as to its function, availability, responsiveness, reliability, suitability, or the accuracy of ATCC’s Authenticated Data or Content. 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 any ATCC database or portal. ALL ATCC databases, portals, Authenticated Data, and Content are provided “AS IS” and “AS AVAILABLE.” ATCC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, ATCC DOES NOT WARRANT THAT: (I) ANY ATCC DATABASE, PORTAL, DATA OR CONTENT IS ACCURATE, COMPLETE, RELIABLE, OR CORRECT; (II) THE DATABASE OR PORTAL DATA FILES WILL BE SECURE; (III) THE ATCC DATA WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (IV) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (V) THE ATCC DATABASE OR PORTAL DATA AND ACCOMPANYING FILES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (VI) THE RESULTS OF USING ATCC DATA WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE ATCC DATABASE, DATA, CONTENT, AND PORTAL IS SOLELY AT YOUR OWN RISK.

Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL ATCC OR ITS RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, CONTRACTORS, OR VENDORS BE LIABLE FOR ANY LOST PROFITS OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF USE OF ANY ATCC DATABSE OR PORTAL, OR ATCC DATA (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE) NOR WILL THE LIABILITY OF ATCC OR ITS RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, CONTRACTORS, OR VENDORS EXCEED A SUM EQUAL TO THE FEES PAID BY YOU, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Intellectual Property

ATCC will retain ownership of all intellectual property rights, and all other rights, title, and interest in all ATCC databases, portals, Authenticated Data, and Content.

You acknowledge that all ATCC trademarks, tradenames, logos, catalog numbers, and ATCC-specific designations of ATCC materials are the exclusive property of ATCC and that ATCC retains all right, title, and interest in and to them. You agree not to use any of the foregoing in any way without ATCC’s prior written agreement.

With respect to every ATCC Database, Portal, its Data, and Content, the provisions in these Terms and Conditions regarding intellectual property supersede and supplant any conflicting provisions in any Material Transfer Agreement (MTA) signed by the parties to these Terms and Conditions.

Miscellaneous

Mandatory Arbitration; Governing Law; Venue; Injunctive Relief. All disputes arising out of or relating to these Terms and Conditions, their applicability, or enforceability, the website or the services shall be resolved exclusively by binding arbitration before a single arbitrator (the “Arbitrator”) in accordance with the International Centre for Dispute Resolution (ICDR) or the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in effect (for information on the AAA and its rules, see www.adr.org.) and the further procedures set forth herein, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Except to the extent applicable law provides otherwise, these Terms and Conditions and access to and use of every ATCC database, portal, its Authenticated Data, and Content, are governed by the federal laws of the United States of America and the laws of the State of Virginia, without regard to conflict of law provisions. You agree to submit to the exclusive jurisdiction and venue of the courts located in Richmond, Virginia. Any dispute arising under these Terms and Conditions, including their interpretation and enforcement, shall be governed by the laws of the State of Virginia without regard to its conflict of laws principles and you hereby expressly consent to, submit to, and waive any objection to the sole and exclusive jurisdiction of the state and federal courts located in the State of Virginia.

You acknowledge that any breach by you 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. You waive any requirement for the posting of a bond or other security if ATCC seeks such an injunction.

Termination. You agree that any breach of these Terms and Conditions entitles ATCC to immediately cease your access to every ATCC database, portal, its Authenticated Data, and Content without notice and that ATCC has the right to immediately terminate your access without limiting any further remedies to which ATCC may be entitled. Upon termination of access, you will promptly and securely destroy all copies of all ATCC data using industry-accepted methods. You will provide ATCC with written confirmation of such destruction.

Assignment. You may not assign or otherwise transfer these Terms and Conditions or any rights or obligations under them, 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 ab initio. ATCC may assign or otherwise transfer these Terms and Conditions or any rights or obligations under these Terms and Conditions without notice to you. These Terms and Conditions bind all permitted successors and assigns.

Entire Agreement. These Terms and Conditions, the ATCC Terms of Use, the ATCC Privacy Policy, along with any other agreements, notices, policies, or terms and conditions with respect to ATCC, collectively represent the entire agreement between you and ATCC with respect to the downloading and use of ATCC’s Authenticated Data or Content, any ATCC database or portal, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and ATCC with respect to downloading or using ATCC’s Authenticated Data or Content, any ATCC database or portal.

Waiver; Severability; Survival. No term or provision contained herein shall be deemed waived or modified and no breach excused unless such waiver, modification, or breach is ratified in a writing signed by all parties. If any provision of these Terms and Conditions is for any reason found to be unenforceable, the remainder of these Terms and Conditions will continue in full force and effect. The provisions of these Terms and Conditions which by their nature, or by implication, are intended to survive termination or expiration shall so survive, including but not limited to the Indemnification, Intellectual Property, and Miscellaneous sections.

Independent Contractors. None of the provisions of these Terms and Conditions are intended to create, nor shall be deemed or construed to create any relationship between you and ATCC other than that of independent entities contracting with each other at arm’s length solely for the purpose of effecting the provisions of these Terms and Conditions. No agency, partnership, joint venture, or employment relationship is created because of these Terms and Conditions and neither party has any authority of any kind to bind the other in any respect outside of the terms described within these Terms and Conditions.

No Third-Party Beneficiaries. Nothing express or implied in these Terms and Conditions is intended to or shall confer any rights, remedies, obligations, or liabilities on any person other than the parties to these Terms and Conditions.

Effective Date. These Terms and Conditions will be effective on the date you, if approved by ATCC, agree to abide by the terms of these Terms and Conditions.

By agreeing to these terms, you acknowledge that they have read and understood and agree to these Terms and Conditions.