Legal Disclaimer and Terms of Website
Last Updated: July 21, 2020
Welcome, and thank you for your interest in Vesigen, Inc. (“Vesigen”, “We” or “Us”) and our website at www.vesigentx.com, along with our related websites provided by Us (collectively, the “Website”). These terms of website (“Terms of Website”) are a legally binding contract between you and Vesigen regarding your use of the Website.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 12, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND VESIGEN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 12.)
NO MEDICAL ADVICE. This Website has been created by Us to provide information about our company and our business. This information is for general informational purposes only. NOTHING ON THIS WEBSITE SHOULD BE CONSTRUED AS MEDICAL ADVICE. THIS WEBSITE DOES NOT OFFER MEDICAL DIAGNOSIS OR PATIENT-SPECIFIC TREATMENT ADVICE. It is important that you consult with your own health care professional about your specific situation.
- Vesigen Website Overview. Our Website provides you with up to date information about Us, including product information, news and updates about Us, and any other information We may provide via our Website from time to time.
- Eligibility. You must be at least 18 years old to use the Website. By agreeing to these Terms, you represent and warrant to Us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Website; and (c) your use of the Website is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
- Limited License. Subject to your complete and ongoing compliance with these Terms, Vesigen grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Website.
- License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Website; (b) make modifications to the Website; or (c) interfere with or circumvent any feature of the Website, including any security or access control mechanism. If you are prohibited under applicable law from using the Website, you may not use it.
- Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Website (“Feedback”), then you hereby grant Vesigen an unrestricted, perpetual, irrevocable, non-exclusive, transferable, sublicensable fully-paid, royalty-free and worldwide right to exploit the Feedback in any manner and for any purpose without credit due to you or other restrictions, including to improve the Website and create other products and Websites.
- Ownership; Proprietary Rights. The Website is owned and operated by Vesigen. This Website may contain or reference patents, technologies, products, or other proprietary rights of Vesigen and/or other third parties. NOTHING ON THIS WEBSITE SHOULD BE CONSTRUED AS CONFERRING BY IMPLICATION, ESTOPPEL OR OTHERWISE ANY LICENSE OR RIGHT UNDER ANY TRADEMARKS, PATENTS, TECHNOLOGIES, PRODUCTS, OR OTHER PROPRIETARY RIGHTS OF VESIGEN OR ANY THIRD PARTY. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, Websites, and all other elements of the Website (“Materials”) provided by Vesigen are protected by intellectual property and other laws. All Materials included in the Website are the property of Vesigen or its third party licensors. Except as expressly authorized by Vesigen, you may not make use of the Materials. Vesigen reserves all rights to the Materials not granted expressly in these Terms.
- Communications. We may send you emails concerning our products and Websites. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
- Prohibited Conduct. BY USING THE WEBSITE, YOU AGREE NOT TO:
- reproduce, distribute, publicly display, or publicly perform the Website
- make any modifications to the Website
- use the Website for any illegal purpose or in violation of any local, state, national, or international law;
- violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
- interfere with security-related features of the Website, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Website except to the extent that the activity is expressly permitted by applicable law;
- interfere with the operation of the Website or any user’s enjoyment of the Website, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Website; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Website; or
- perform any fraudulent activity including impersonating any person or entity or claiming a false affiliation with Vesigen without permission from Us;
- attempt to do any of the acts described in this Section 6 or assist or permit any person in engaging in any of the acts described in this Section 6.
- Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, We may require that you accept the modified Terms in order to continue to use the Website. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 7, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
- Term, Termination and Modification of the Website
- Term. These Terms are effective beginning when you accept the Terms or first access or use the Website, and ending when terminated as described in Section 8.2.
- Termination. If you violate any provision of these Terms, your authorization to access the Website and these Terms automatically terminate. In addition, Vesigen may, at its sole discretion, terminate these Terms or suspend or terminate your access to the Website, at any time for any reason or no reason, with or without notice.
- Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Website; (b) you will no longer be authorized to access the Website; (c) Sections 3.3, 4, 8.3, 9, 10, 11, 12, and 13 will survive.
- Modification of the Website. Vesigen reserves the right to modify or discontinue the Website at any time (including by limiting or discontinuing certain features of the Website), temporarily or permanently, without notice to you. Vesigen will have no liability for any change to the Website or any suspension or termination of your access to or use of the Website.
- Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Website, and you will defend and indemnify Vesigen and its officers, directors, employees, consultants, and agents, as well as any affiliates and subsidiaries (together, the “Vesigen Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Website; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
- Disclaimers; No WarrantiesTHE WEBSITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE WEBSITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. VESIGEN DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE WEBSITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE WEBSITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. VESIGEN DOES NOT WARRANT THAT THE WEBSITE OR ANY PORTION OF THE WEBSITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE WEBSITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE WEBSITE OR VESIGEN ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE WEBSITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE VESIGEN ENTITIES OR THE WEBSITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE WEBSITE AND YOUR DEALING WITH ANY OTHER WEBSITE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE WEBSITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE WEBSITE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.THIS WEBSITE MAY CONTAIN LINKS TO OTHER WEBSITES. SUCH LINKS ARE PROVIDED SOLELY FOR YOUR CONVENIENCE AS POINTERS TO INFORMATION THAT MAY BE USEFUL TO USERS OF THIS WEBSITE. WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, CONCERNING THE CONTENT OF ANY SUCH LINKED WEBSITE INCLUDING, WITHOUT LIMITATION, THE ACCURACY, COMPLETENESS, RELIABILITY OR SUITABILITY, THEREOF FOR ANY PARTICULAR PURPOSE, NOR DO WE WARRANT THAT SUCH SITE OR CONTENT IS FREE FROM ANY CLAIMS OF COPYRIGHT, TRADEMARK OR OTHER INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES OR THAT SUCH SITE OR CONTENT IS FREE FROM DEFECTS, VIRUSES OR OTHER DESTRUCTIVE OR DISABLING DEVICES. A LINK TO A WEBSITE NOT MAINTAINED OR CONTROLLED BY US DOES NOT IMPLY ANY ENDORSEMENT OF OR RESPONSIBILITY FOR THE OPINIONS, IDEAS, PRODUCTS, INFORMATION OR SERVICES OFFERED AT SUCH SITES, OR ANY REPRESENTATION REGARDING THE CONTENT AT SUCH LINKED WEBSITES.THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Vesigen does not disclaim any warranty or other right that Vesigen is prohibited from disclaiming under applicable law.
- Limitation of Liability TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE VESIGEN ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE WEBSITE OR ANY MATERIALS OR CONTENT ON THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY VESIGEN ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.EXCEPT AS PROVIDED IN SECTION 12.4 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE VESIGEN ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE WEBSITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Dispute Resolution and Arbitration
- Generally. In the interest of resolving disputes between you and Vesigen in the most expedient and cost effective manner, and except as described in Section 12.2, you and Vesigen agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND VESIGEN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- Exceptions. Despite the provisions of Section 12.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
- Arbitrator. Any arbitration between you and Vesigen will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Vesigen. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
- Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Vesigen’s address for Notice of Arbitration is: Vesigen, Inc., One Kendall Square, Building 200, Suite 001, Cambridge, MA 02139. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Vesigen may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Vesigen must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
- No Class Actions. YOU AND VESIGEN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Vesigen agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- Modifications to this Arbitration Provision. If Vesigen makes any future change to this arbitration provision, other than a change to Vesigen’s address for Notice of Arbitration, you may reject the change by sending Us written notice within 30 days of the change to Vesigen’s address for Notice of Arbitration, in which case your account with Vesigen will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
- Enforceability. If Section 12.5 or the entirety of this Section 12 is found to be unenforceable, then the entirety of this Section 12 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 13.2 will govern any action arising out of or related to these Terms.
- Governing Law. These Terms are governed by the laws of the Commonwealth of Massachusetts without regard to conflict of law principles. You and Vesigen submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Suffolk County, Massachusetts for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Website from our offices in Massachusetts, and We make no representation that Materials included in the Website are appropriate or available for use in other locations.
- Additional Terms. Your use of the Website and/or other Vesigen services is subject to all additional terms, policies, rules, or guidelines applicable to such services or certain features of the services that We may post on or link to from the Website (the “Additional Terms”). All Additional Terms, as applicable, are incorporated by this reference into, and made a part of, these Terms. If there is any conflict or inconsistency between any such Additional Terms and these Terms, these Terms will control.
- Contact Information. The Website is offered by Vesigen, Inc., located at One Kendall Square, Building 200, Suite 001, Cambridge, MA 02139. You may contact Us by sending correspondence to that address or by emailing Us at email@example.com.
- Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Websites of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S 202, Sacramento, California 95834, or by telephone at 1-(800)-952-5210 in order to resolve a complaint regarding the Website or to receive further information regarding use of the Website.
- No Support. We are under no obligation to provide support for the Website. In instances where We may offer support, the support will be subject to published policies.
- International Use. The Website is intended for visitors located within the United States. We make no representation that the Website is appropriate or available for use outside of the United States. Access to the Website from countries or territories or by individuals where such access is illegal is prohibited.