1. BINDING EFFECT
These following terms of use (the “Terms of Use”) constitute a binding agreement between Orionis Biosciences Inc., (including current and future affiliates and subsidiaries, “Orionis”) and the person (“you” or “your”) accessing orionisbio.com (including any successor site) (the “Site”). If you accept or agree to these Terms of Use on behalf of a Orionis or other legal entity, you represent, warrant, and covenant that you have the authority to bind that Orionis or other legal entity to these Terms of Use and, in such event, “you” and “your” will refer and apply to that Orionis or other legal entity. Any reference to the singular in these Terms of Use includes the plural and vice versa and reference to a gender includes the other gender unless the context requires otherwise. Any reference to a “person” in these Terms of Use includes any individual, firm, unincorporated association or body corporate. You agree to abide by these Terms of Use, as they may be amended by Orionis from time to time in its sole discretion. Orionis will post a notice on the Site any time these Terms of Use have been changed or otherwise updated. It is your responsibility to review these Terms of Use periodically, and if at any time you find these Terms of Use unacceptable, you must immediately leave the Site and cease all use thereof.
BY USING THE SITE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE ABLE TO ENTER INTO THIS AGREEMENT.
2. PERMITTED USE OF THE SITE
You may use the Site, and the information, writings, images and/or other works that you see, hear or otherwise experience on the Site solely for your personal, non-commercial purposes, to learn about and/or purchase Orionis’s products and services, and solely in compliance with these Terms of Use.
3. PROHIBITED USE OF THE SITE
When accessing the Site, you agree you will not: (i) use the Site in violation of these Terms of Use; (ii) upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, “Content“) in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted your use of the Site. The burden of proving that any Content does not violate any laws or third party rights rests solely with you; (iii) upload, download, display, perform, transmit, or otherwise distribute any Content on the Site that: (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; or (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; (iv) not include any Content or communications qualifying as, upon Orionis’s sole discretion, surveys, contests, pyramid schemes, chain letters, junk mail, spam, or unsolicited messages; upload of viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software; (v) create a false identity for the purpose of misleading others; (vi) copy, modify, create a derivative work from, reverse engineer or reverse assemble the Site, or otherwise attempt to discover any source code, or allow any third party to do so; (vii) use the Site in any manner that damages, disables, overburdens, or impairs the Site or interferes with any other party’s use and enjoyment of the Site; (viii) mirror or frame the Site or any part of it on any other website or webpage; (ix) access the Site by any means other than through the interface that is provided by Orionis for use in accessing the Site; or (x) use the Site for any purpose or in any manner that is unlawful.
Any violation of system or network security may subject you to civil and/or criminal liability. If you violate any of the foregoing terms, Orionis reserves the right to terminate your use of the Site. To ensure that Orionis provides a high quality experience for you and for other users of the Site, you agree that Orionis or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site. Orionis does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Orionis reserves the right to terminate your account or your access to the Site immediately, with or without notice to you, and without liability to you, if Orionis believes that you have violated any of the Terms of Use, furnished Orionis with false or misleading information, or interfered with use of the Site by others.
4. USER CONTENT
The Site may, from time to time offer interactive features that allow users to submit content to the Site. Orionis does not and cannot review all such content, and is not responsible for such content. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (collectively, the “User Content“) to the Site, you grant Orionis, its affiliates, officers, directors, employees, consultants, agents, and representatives a non-exclusive, irrevocable, transferrable, worldwide right and license to use User Content in connection with the operation of the business of Orionis, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. You agree that Orionis may publish or otherwise disclose your name in connection with your User Content. By posting User Content on the Site, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.
5. NOTICE; ELECTRONIC COMMUNICATIONS
When you visit the Site or send e-mails to Orionis, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
6. CONFIDENTIALITY
You may receive proprietary information relating to the Site that is not known to the general public (“Confidential Information”), including without limitation, Site content, software designs, specifications and documentation, business and product plans, other confidential business information, and non-public personal information. You agree that: (i) all Confidential Information shall remain Orionis’s exclusive property; (ii) you shall use Confidential Information only as is necessary for your participation on the Site; (iii) you shall not otherwise disclose Confidential Information to any other person; and (iv) you shall not download or distribute or use any Confidential Information from the Site.
7. NO WARRANTIES
ThE site, its content, materials, SERVICES and products on thE site are provided “as is.” To the fullest extent permissible pursuant to applicable law, Orionis HEREBY disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
Orionis does not represent or warrant that the functions contained in the Site will be uninterrupted or error-free, that the defects will be corrected, or that the Site or the server that makes the Site available are free of viruses or other harmful components. Orionis does not make any warranties or representations regarding the use of the materials in the Site in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.
8. INDEMNITY
You agree to indemnify Orionis for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless Orionis, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Site, your violation of these Terms of Use, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity.
9. LIMITED LIABILITY
YOUR USE OF THE SITE IS AT YOUR OWN RISK. NEITHER ORIONIS, NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, OFFICERS OR DIRECTORS, NOR ANY OF ITS AGENTS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE OR ITS CONTENT, ARE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.
10. AFFILIATED SITES
Orionis has no control over, and no liability for any third party websites or materials. Orionis works with a number of partners and affiliates whose websites may be linked with the Site. Because neither Orionis nor the Site has control over the content and performance of these partner and affiliate sites, Orionis makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and Orionis assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Orionis makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms of Use shall govern your use of any and all third party content.
11. PRIVACY POLICY
Orionis’s Privacy Policy is incorporated and made part of these Terms of Use, and you hereby agree to such Privacy Policy.
12. COPYRIGHT
All contents of Site © [INSERT COPYRIGHT INFORMATION]. ALL RIGHTS RESERVED.
13. COPYRIGHT COMPLAINTS
Orionis respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us at [email protected].
All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Orionis or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of Orionis and protected by United States and international copyright laws. All software used on the Site is the property of Orionis or its software suppliers and protected by United States and international copyright laws. You agree not to change or delete any proprietary notices from materials printed or downloaded from the Site.
14. GOVERNING LAW
These Terms of Use and your use of the Site are governed by the laws of the State of New York, without regard to its choice of law provisions. The courts of general jurisdiction located within New York, New York, will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning these Terms of Use and/or the Site or in which these Terms of Use and/or the Site are a material fact.
15. SEVERABILITY; WAIVER
If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
16. NO LICENSE
Nothing contained on the Site should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by Orionis or by any third party.
17. ASSIGNMENT
You may not assign these Terms of Use without the prior written consent of Orionis; provided, however, Orionis may assign its rights and duties under these Terms of Use to any party at any time without notice to you.
18. ACKNOWLEDGEMENT
BY ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.
19. QUESTIONS/FEEDBACK
We welcome your questions, comments, and concerns about the Site. Please send us any and all feedback pertaining to the Site to [email protected].