Incendia Therapeutics’ Website Terms of Service
Last updated: August 23, 2023
1. Acceptance of the Agreement.
Incendia Therapeutics, Inc. (“Incendia,” “we,” “us” or “our”) provides and makes available this website and the content, tools, features and functionality offered thereon (collectively, the “Website”). All use of the Website is subject to the terms and conditions contained in these Terms of Service (the “Agreement”). Please read this Agreement carefully. By accessing, browsing or otherwise using the Website, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not, and are not permitted to, access, browse or use the Website.
You understand and agree that we may change this Agreement at any time, in which case we will update the date at the top of this Agreement. You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Service” link on the Website. The revised terms and conditions will become effective at the time of posting. Any use of the Website after such date constitutes your acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing or otherwise using the Website.
Our Privacy Statement, which is available here, describes how we handle the information you provide to us when you access and use the Website.
Nothing on this Website should be construed as an offer to form a binding contract, or as granting any license or transfer of intellectual property. Your use of this Website is at your own risk.
PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND INCENDIA ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMIT CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 7 OF THIS AGREEMENT).
2. Use of the Website.
Content. The structure, “look and feel”, code and organization of this Website are proprietary to us. This Website contains material, including but not limited to software, text, graphics and images (collectively, the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with one or more third parties. You have no rights in or to any Content, and you will not use, copy or display the Content except as permitted in this Agreement. You agree that Incendia and/or its licensors own all right, title and interest in and to the Website and Content (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Website and Content, including, without limitation, the exclusive right to create derivative works.
Feedback. We welcome feedback, comments and suggestions for improvements to the Website (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Website or in any such Feedback. All Feedback becomes the sole and exclusive property of Incendia, and Incendia may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Incendia any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
Trademarks. The trademarks, service marks, and logos owned by Incendia that are used and displayed on this Website, including without limitation all such marks and logos referencing Incendia are registered and unregistered trademarks or service marks of Incendia. Other company, product and service names located on the Website may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and, collectively with the Incendia Trademarks, the “Trademarks”). All rights are reserved by the owners of each Trademark and all goodwill generated from the use of any Incendia Trademark shall inure to Incendia’ benefit.
Certain Prohibitions. You agree not to: (a) take any action that imposes an unreasonable load on the Website’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Website, (d) delete or alter any material posted on the Website by Incendia or any other person or entity, (e) frame or link to any of the materials or information available on the Website or (f) distribute any virus, Trojan horse, disabling device, time bomb or other code that may impact the operation of the Website, or use the Website to distribute any of the foregoing.
Third Party Links. The Website may contain links and/or references to third party websites and/or services (the “External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any External Site and do not make any representation regarding the content or accuracy of any materials on any such External Site. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Site, you do so at your own risk.
3. Limitation of Liability and Disclaimer of Warranties.
Any information posted on this Website related to medical conditions and their treatment is general in nature and is intended only for educational and general information purposes. Should you have a medical condition that may require treatment, or if you have any specific medical questions, promptly see your own doctor or other health care provider. Nothing on this Website is intended to act as professional medical advice. If you are a patient in a medical emergency, please seek emergency treatment from a doctor or other health care provider instead of reviewing information on this Website. We do not offer medical diagnosis or treatment from this Website, and none of the information contained on this Website should be construed as providing medical advice or services of any kind. Only your doctor or other health care provider can determine if a particular medical treatment is appropriate for you.
Always seek the advice of your doctor or other qualified health care provider before starting any new treatment or with any question that you may have about a medical condition.
Disclaimer of Warranties. THE WEBSITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. INCENDIA, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “INCENDIA PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY, OR THAT INCENDIA WILL UPDATE SUCH CONTENT OR KEEP SUCH CONTENT CURRENT OR UP TO DATE. THE INCENDIA PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU, FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEBSITE AND THE CONTENT AT YOUR OWN RISK. THE INCENDIA PARTIES DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO INCENDIA PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS. THE INCENDIA PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR PARTICULAR PURPOSE.
Limitation of Liability. IN NO EVENT SHALL ANY INCENDIA PARTY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, MULTIPLE, PUNITIVE, SPECIAL OR OTHER INDIRECT DAMAGES, LOST PROFITS, LOST REVENUES, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE OR ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH INCENDIA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INCENDIA PARTIES’ AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) $1.00 OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO US FOR THIS WEBSITE, IF ANY, IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.
Certain States. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE INCENDIA PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold harmless the Incendia Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use of or misuse of any Content or the Website. Incendia will provide notice to you of any such claim, suit, or proceeding. Incendia reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Incendia’ defense of such matter.
Incendia reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website or the Content at any time and for any reason without prior notice or liability. Incendia reserves the right to change, suspend, or discontinue all or any part of the Website or the Content at any time without prior notice or liability.
Sections 2 (Use of the Website), 3 (Limitation of Liability and Warranty), 4 (Indemnification), 5 (Termination of Agreement), 7 (Arbitration) and 8 (General) shall survive the termination of this Agreement.
6. Compliance with Applicable Laws.
We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
At the election of you or Incendia, any dispute, claim or controversy arising out of or relating to this Agreement that is not resolved by mutual agreement may be resolved by binding arbitration to be conducted before J.A.M.S. or its successor. Incendia shall advance the costs of such binding arbitration, but you agree that should we prevail in the arbitration, Incendia is entitled to reimbursement of all costs. Unless otherwise agreed by the parties, arbitration will be held in San Francisco, California, USA before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by J.A.M.S., and will be conducted in accordance with the rules and regulations promulgated by J.A.M.S. unless specifically modified in this Agreement. The arbitrator will not have the power to award damages in excess of the limitation of liability set forth in this Agreement and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under the Agreement, and each party hereby irrevocably waives any claim to such damages. The parties covenant and agree that they will participate in the arbitration in good faith. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.
Any claims brought by you or us must be brought in that party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You hereby waive any and all rights to bring any claims related to this Agreement as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on your own behalf.
The arbitration procedures described above in in this Section 7 is the “Agreement to Arbitrate”.
You may opt out of this Agreement to Arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt out notice must state that you do not agree to the Agreement to Arbitrate and must include your name, address, phone number, and a clear statement that you want to opt out of this Agreement to Arbitrate. You must sign the opt out notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. You must use this address to opt out:
Incendia Therapeutics, ATTN: Legal Department – Arbitration Opt-out, 40 Guest St., Boston, MA 02135
Notwithstanding any provision in this Agreement to the contrary, you and we agree that if we make any change to this Agreement to Arbitrate (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the Arbitration Procedures from this Agreement, such termination shall not be effective until thirty (30) days after the version of this Agreement not containing this Agreement to Arbitrate is posted to our Website, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.
This Agreement constitutes the entire agreement between you and Incendia and governs your use of the Website, superseding any prior agreements between you and Incendia with respect to the Website. This Agreement shall be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Incendia agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in San Francisco, CA, USA.
The failure of Incendia to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
If you are a California resident, you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916) 445-1254 or (800) 952-5210. Hearing impaired users can reach the Complaint Assistance Unit at 711 or 1-800-735-2929 (TTY).
You may contact us regarding the Website or this Agreement through the “Contact” page on the Website.
Copyright © 2023, Incendia Therapeutics, Inc., All Rights Reserved.