Please read the following terms and conditions (“Terms”) of use carefully before using the Tavanta Therapeutics Inc. (“Tavanta”) website, located at http://www.tavanta.com/ , or the other Tavanta websites, (collectively or severally referred to herein as the “Websites”). Your use, access or viewing of, or submission of any content to or through (collectively, “use”), the Websites is subject to, and constitutes your acceptance of and agreement to be bound by these Terms. By using the Websites, you represent and warrant that you are of legal age to form a binding contract with Tavanta. If you do not meet this requirement or do not agree to these Terms, do not use the Websites.
- General. Tavanta grants you a limited, non-perpetual, revocable, terminable at-will, non-assignable, non-sublicensable and nonexclusive license to use the Websites solely for your personal, informational and non-commercial use. Except for these Terms, which are a binding contract between you and Tavanta, nothing on the Websites is or may be construed as an offer to form a binding contract or grant of any license or transfer of intellectual property or other rights or interests. These Terms will be binding upon you and your successors, assigns, heirs, legatees, executors, administrators and representatives. The headings of the sections of these Terms are inserted for convenience of reference only, will not be construed as part of your agreement with Tavanta under these Terms, and will in no way be construed as defining, limiting or affecting the scope or intent of these Terms. As used in these Terms, the word “may” shall be construed as permissive and the words “will” and “shall” shall be construed as imperative; and the terms “include” or “including” mean “include” or “including” without limiting the generality of any description or word preceding such term. Nothing in these Terms will prohibit Tavanta from protecting and enforcing its rights under these Terms, its properties and interests to the maximum extent of the law.
- Accessing the Websites. We reserve the right to withdraw or amend the Websites, and any content, service or material we provide on the Websites, in our sole discretion without notice. From time to time, we may restrict access to some parts of the Websites, or the entirety of the Websites, to certain users. We will not be liable if for any reason all or any part of the Websites is unavailable at any time or for any period.
- Copyright and Trademarks. The Websites and the information on them are the properties of Tavanta or its affiliates and licensors and is protected from unauthorized copying and dissemination by United States copyright law, international conventions and other intellectual property laws. In particular, “Tavanta” and the “Tavanta” logo are registered trademarks of Tavanta. Notwithstanding anything to the contrary elsewhere in these Terms, nothing on the Websites grants or should be construed as granting any license or right in or to any trademarks, service marks, trade names, domain names, logos or other distinctive brand features or other intellectual property rights, all of which Tavanta or their respective owners reserve. All rights not expressly granted are reserved by Tavanta. You must abide by any copyright notices, information, or restrictions contained on any part of the Websites. Any use of the Websites not expressly permitted by these Terms is a breach of these Terms.
- No Warranties. YOUR USE OF THE WEBSITES AND ANY LINKED WEBSITES IS AT YOUR OWN RISK. AS BETWEEN TAVANTA AND YOU, YOU WILL BE SOLELY RESPONSIBLE FOR DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE AND LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE WEBSITES. WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THE WEBSITES IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TAVANTA MAKES NO AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITES, ANY INFORMATION ON THE WEBSITES AND YOUR USE OF THE WEBSITES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING THE ACCURACY, CURRENCY OR COMPLETENESS OF ANY INFORMATION ON THE WEBSITE OR THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. TAVANTA MAKES NO REPRESENTATIONS THAT: YOUR USE OF THE WEBSITES WILL MEET YOUR REQUIREMENTS; YOUR USE OF THE WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; ANY INFORMATION ON THE WEBSITES WILL BE ACCURATE OR RELIABLE; OR DEFECTS IN THE WEBSITES WILL BE CORRECTED. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- Limitation of Liability. NEITHER TAVANTA NOR ANY OF ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, SHAREHOLDERS, OR DIRECTORS SHALL BE LIABLE FOR ANY DAMAGES (INCLUDING LOST PROFITS OR SPECIAL, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITES OR ANY LINKED WEBSITE. TAVANTA AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, SHAREHOLDERS, AND DIRECTORS DISCLAIM ALL LIABILITY FOR ANY: MISTAKES OR INACCURACIES IN THE INFORMATION ON THE WEBSITES; ANY FAILURE OR REFUSAL TO UPDATE ANY INFORMATION ON THE WEBSITES; PERSONAL INJURY OR PROPERTY DAMAGE ARISING OUT OF OR RESULTING FROM USE OF THE WEBSITES, INABILITY TO USE THE WEBSITES, OR ANY INFORMATION ON THE WEBSITES; ANY UNAUTHORIZED ACCESS TO OR USE OF TAVANTA’S SERVERS OR ANY PERSONAL OR FINANCIAL INFORMATION STORED IN OR ON TAVANTA’S SERVERS; ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITES; ANY PROGRAM ROUTINE, DEVICE, CODE OR INSTRUCTION OR OTHER FEATURE THAT A THIRD PARTY MAY SUBMIT, POST, INTRODUCE OR TRANSMIT TO OR THROUGH THE WEBSITES THAT IS CAPABLE OF ACCESSING, MODIFYING, DELETING, DAMAGING, DISABLING, DEACTIVATING, INTERFERING WITH OR OTHERWISE HARMING ANY SOFTWARE, COMPUTER, NETWORK, DATA OR OTHER ELECTRONICALLY STORED INFORMATION, PROGRAM OR SYSTEM, INCLUDING ANY DROP DEAD DEVICE, MALICIOUS LOGIC, WORM, ERROR, DEFECT, TRAP DOOR, BUG, VIRUS, TROJAN HORSE OR THE LIKE (COLLECTIVELY, “VIRUS”) THAT THIRD PARTIES MAY SUBMIT, POST, INTRODUCE OR TRANSMIT TO OR THROUGH THE WEBSITES; ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY INFORMATION ON THE WEBSITES; INFORMATION ON OR FUNCTIONALITY OF ANY WEBSITE THAT MAY BE LINKED TO ON THE WEBSITES; OR ANY CONTENT, PRODUCT OR SERVICE THAT A THIRD PARTY OFFERS OR ADVERTISES OR THAT IS REFERENCED ON OR THROUGH THE WEBSITES. IN NO EVENT WILL TAVANTA’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).
- Prohibited Uses. You may use the Websites only for lawful purposes and in accordance with these Terms. You agree not to use the Websites in any way that violates law or regulation. You are solely responsible for your acts or omissions that occur when using the Websites. You may not copy, reproduce, duplicate, sell, trade, distribute, transmit, broadcast, display, license, reverse engineer, decompile, exploit or modify any part of the Websites or extract or attempt to extract any source code from the Websites. You may not circumvent, disable or otherwise interfere with security-related features of the Websites or features that prevent or restrict use or copying of any information on or which enforce limitations on use of the Websites. You may not engage in unacceptable use of the Websites including, use of the Websites to: transmit unsolicited or unauthorized advertisements, spam, messages, or other unsolicited commercial electronic mail; transmit material that may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; transmit files, graphics, software or other material that actually or potentially infringes, violates or contravenes, breaches or constitutes an unauthorized use or misappropriation of any intellectual property right, including any copyright, trademark, patent, trade secret or other intellectual property or proprietary right of any person; submit, post, introduce or transmit any Virus to or through the Websites; engage in systematic retrieval of data or other content from the Websites by any means (including, the use of scrapers or other tools) to create or compile, directly or indirectly, a collection, compilation, database or directory without prior written permission from Tavanta; obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Websites; interfere with or disrupt servers or networks connected to the Websites; or engage in any other activity that is prohibited by any applicable federal, state, local or international law or regulation or deemed by Tavanta to be in conflict with the spirit or intent of these Terms.
- User Content Transmitted Through the Site. With respect to information, data, text photographs, graphics, messages or other materials (“User Content”) you email or submit through or email to the Websites, you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By emailing or submitting any User Content you hereby grant and will grant Tavanta and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Site in any form, medium or technology now known or later developed.
You acknowledge and agree that Tavanta may preserve your User Content and may also disclose your User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal or regulatory process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Tavanta, its users and the public. You understand that the technical processing and transmission of the Websites, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
- Links to Other Websites. The Websites may contain links to websites maintained by other companies. Tavanta is providing these links to you only as a convenience. The inclusion of any link does not and should not imply that Tavanta endorses or warrants any third-party website or third-party company or product. Tavanta has no control over the contents of those websites or resources, and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Websites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
- Applicable Law and Jurisdiction. Tavanta is based in the United States and makes no claims that the Websites or any of its content is accessible or appropriate outside of the United States. Access to the Websites may not be legal by certain persons or in certain countries. If you access the Websites from outside the United States, you are responsible for compliance with local laws. The laws of the Sate of Delaware, without regard to its conflicts of law principles, will apply to all disputes based on, arising out of, or relating to your use of the Websites or any information it contains. With respect to such disputes, you submit to the exclusive personal jurisdiction and venue of any court in the State of Delaware and waive any objections or defenses contrary to such submission.
- General Practices Regarding Use and Storage. You acknowledge that Tavanta may establish general practices and limits concerning use of the Websites. You agree that Tavanta has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by or to the Websites. You acknowledge that Tavanta reserves the right to discontinue providing content or the Websites without notice. You further acknowledge that Tavanta reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
- Electronic Communications. If you provide us with your contact information, by completing either the “Contact” form(s), you consent to communicating with us electronically, including via email. You agree that electronic communications, including consents and authorizations that you may give, shall satisfy any legal requirements for a writing.
- Medical Advice Disclaimer. Any information made available through the Websites is not intended or implied to be a substitute for professional medical advice, diagnosis or treatment. All content, including text, graphics, images and information, contained on or available through the Websites is for general information purposes only. Tavanta makes no representation and assumes no responsibility for the accuracy of information contained on or available through the Websites, and such information is subject to change without notice. You are encouraged to confirm any information obtained from or through the Websites with other sources, and review all information regarding any medical condition or treatment with your physician. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF SOMETHING YOU HAVE READ ON OR ACCESSED THROUGH THE WEBSITES.
Tavanta does not recommend, endorse or make any representation about the efficacy, appropriateness or suitability of any specific tests, products, procedures, treatments, website, opinions, health care providers or other information that may be contained on or available through the Websites. Tavanta IS NOT RESPONSIBLE NOR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER THIRD-PARTY INFORMATION, WEBSITE OR PRODUCTS THAT YOU OBTAIN THROUGH THE WEBSITES.
- Indemnification. You will indemnify, hold harmless and defend Tavanta and its affiliates, licensors, service providers and their respective shareholders, members, directors, officers, managers, employees and agents from and against any claim, action, demand, cause of action, suit, proceeding, loss, cost, expense, damage, debt or liability, including reasonable legal costs and attorneys’ fees, alleged or asserted by any person or actually incurred by Tavanta, which arises out of or relates to: (a) your use of the Websites; (b) your breach or violation of any of these Terms; or (c) your breach or violation of any third party right, including any copyright, property, publicity, or privacy right.
- Changes to this Notice. Tavanta may revise or modify these Terms in its sole discretion, either in whole or in part, at any time without prior notice to you. All changes are effective immediately and apply to all access to and use of the Websites thereafter. However, any changes to the dispute resolution provisions set forth in the Applicable Law and Jurisdiction section will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Websites. Your continued use of the Websites following the posting of revised Terms means that you accept and agree to the changes. You will be bound by any such revisions or modifications and should, therefore, visit this page each time you access the Websites to review the current Terms.
- Entire Agreement. These Terms are the entire agreement and understanding between you and Tavanta regarding their subject matter and supersede all prior and contemporaneous agreements and understandings regarding their subject matter, and no agreements, understandings, warranties or representations exist between you and Tavanta other than these Terms, unless set out in a separate written agreement between you and Tavanta.
- Termination. You agree that Tavanta, in its sole discretion, may suspend or terminate your use of the Websites and remove and discard any of your User Content within the Websites or any other content within the Websites, for any reason, including, without limitation, for lack of use or if Tavanta believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Websites, may be referred to appropriate law enforcement authorities. You agree that any termination of your access to the Websites under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Tavanta may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Websites. Further, you agree that Tavanta will not be liable to you or any third party for any termination of your access to the Websites.