This Agreement is between you("you") and Velocity Pharmaceutical Development, LLC ("VPD," "we," "us") concerning your use of the online site currently located at http://www.vpd.net/ (together with any successor site(s) (as defined below), the "Site"). If you are accessing or using the Site on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity's behalf.
THE SITE IS DESIGNED TO PROVIDE GENERAL INFORMATION ABOUT OUR SERVICES AND MAY BE ACCESSED AND USED ONLY FOR GENERAL INFORMATIONAL PURPOSES. THIS SITE DOES NOT CONTAIN ANY MEDICAL ADVICE, AND NOTHING CONTAINED ON THIS SITE IS INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. NO INFORMATION FOUND ON THIS SITE SHOULD BE RELIED ON BY CONSUMERS OR PATIENTS. IF YOU ARE A CONSUMER OR PATIENT, YOU MUST CONSULT A LICENSED MEDICAL PRACTITIONER TO OBTAIN ADVICE ON YOUR PARTICULAR CONDITION OR SITUATION. YOU SHOULD NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING SUCH ADVICE BECAUSE OF SOMETHING YOU HAVE READ ON THE SITE, AND YOU MUST CONSULT A LICENSED PROFESSIONAL PRIOR TO USING ANY PRODUCT OR SERVICE FOUND AND/OR DESCRIBED ON THE SITE.
NOTHING CONTAINED IN THIS SITE SHOULD BE CONSTRUED AS A PROMOTION OR SOLICITATION FOR ANY PRODUCT, DRUG, OR CLINICAL TRIAL OR FOR THE USE OF ANY PRODUCT OR DRUG OR PARTICIPATION IN ANY CLINICAL TRIAL IN A MANNER THAT IS NOT EXPRESSLY PERMITTED UNDER THE LAWS, RULES, AND REGULATIONS OF THE TERRITORY IN WHICH THE USER IS LOCATED.
WHILE WE TRY TO ENSURE THAT INFORMATION FOUND ON THE SITE IS ACCURATE AND CURRENT, WE CANNOT GUARANTEE THAT ALL CONTENT AND INFORMATION IS CORRECT OR THAT IT WILL BE SUITABLE FOR YOUR INTENDED PURPOSE. ALL CONTENT AND INFORMATION ON THE SITE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND YOU RELY ON ANY CONTENT AND/OR INFORMATION AT YOUR OWN RISK.
1. Acceptance of Terms. The Site is made available by VPD subject to this Agreement. We reserve the right to update or make changes to this Agreement from time to time in our sole discretion, which changes we may provide to you by any reasonable means, including without limitation, by posting the revised version of this Agreement on the Site. You can determine when this Agreement was last revised by referring to the "LAST UPDATED" legend at the top of this Agreement. When using any Services (as defined below), you agree that you are subject to any additional posted guidelines, rules, terms and conditions applicable to such Services, which are hereby incorporated by reference into this Agreement.
We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify or discontinue the Site, with or without notice; charge fees in connection with the use of the Site; modify and/or waive any fees charged in connection with the Site; and/or offer opportunities to some or all users of the Site. You agree that neither we nor any of our affiliates, any entities in which VPD has an equity interest or entities to which VPD provides drug development services (collectively, "Affiliated Entities") shall be liable to you or to any third party for any modification, suspension or discontinuance of the Site, in whole or in part, or of any content, feature or product offered through the Site. Your continued use of the Site after such changes will indicate your acceptance of such changes.
2. Jurisdictional Issues. The Site is controlled and operated by VPD from the United States, and is not intended to subject VPD to the laws or jurisdiction of any state, country or territory other than that of the United States. VPD does not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. You are also subject to United States export controls and are responsible for any violations of such controls, including any United States embargoes or other federal rules and regulations restricting exports. We may limit the Site's availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
3. Description of the Site. We provide users of the Site with access to certain content related to VPD's products and services. Such content may include, without limitation: (a) information submission tools and links to third-party websites; and (b) content such as audio and video clips, photographs, graphics, images, text, data, opinions, postings and messages and other similar content.
5. Rules of Conduct. While using the Site you will comply with all applicable laws, rules and regulations. In addition, we expect users of the Site to respect the rights and dignity of others. Your use of the Site is conditioned on your compliance with the rules of conduct set forth in this section; your failure to comply with such rules may result in termination of your access to the Site as provided below. You agree that you will not:
Post, transmit, or otherwise make available, through or in connection with the Site:
• Anything that is or may be (a) threatening, harassing, degrading, hateful or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express prior consent of the owner of such right.
• Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; or that encourages or provides instructional information about illegal activities or activities such as "hacking," "cracking," or "phreaking."
• Any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
• Any unsolicited or unauthorized advertising, promotional material, "junk mail," "spam," "chain letter," "pyramid scheme" or investment opportunity, or any other form of solicitation.
• Any material, non-public information about a company without the proper authorization to do so.
• Use the Site for any fraudulent or unlawful purpose.
• Use the Site to defame abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others' privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Site.
• Impersonate any person or entity, including without limitation any representative of VPD; falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Site; or express or imply that we endorse any statement you make.
• Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirements, procedures, policies or regulations of such networks.
• Restrict or inhibit any other person from using the Site (including without limitation by hacking or defacing any portion of the Site).
• Use the Site to advertise or offer to sell or buy any goods or services without VPD's express prior written consent.
• Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site.
• Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site.
• Remove any copyright, trademark or other proprietary rights notice from the Site or materials originating from the Site.
• Frame or mirror any part of the Site without VPD's express prior written consent.
• Create a database by systematically downloading and storing Site content.
• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in any way gather Site content or reproduce or circumvent the navigational structure or presentation of the Site without VPD's express prior written consent.
Additionally, you acknowledge and agree that you (and not VPD) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the Site, and paying all charges related thereto.
6. User Submissions. The Site may allow you to upload or submit information, text, images, and other materials to, through or on the Site ("User Submissions"). VPD does not endorse any User Submissions and your submission of any User Submissions is at your own risk. Do not submit any confidential information or materials through the Site. Your User Submissions will be treated as non-confidential and non-proprietary and we will not be liable for any use or disclosure of any User Submissions to anyone, including but not limited to claimed intellectual property owners. VPD owes you no obligation in connection with your User Submissions unless you and VPD enter a written agreement to that effect. If your User Submission is subject to protection under intellectual property laws, you are responsible for seeking and securing any such protection that may be available to you. Any discussions or negotiations between you and VPD regarding your User Submissions do not constitute VPD's recognition of the novelty or originality of your User Submissions. By submitting any User Submissions, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place VPD under any fiduciary or other obligation, and that we are free to use the User Submissions without any additional compensation to you, and/or to disclose the User Submission on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your User Submission, VPD does not waive any rights to use similar or related ideas previously known to VPD, or developed by its employees, or obtained from sources other than you. Under no circumstances will VPD be liable in any way for any User Submissions that you upload, post, or otherwise make available via the Site including, but not limited to, any errors or omissions in User Submissions, or for any loss or damage of any kind incurred as a result of User Submissions. You will not upload or submit any User Submissions owned or controlled by a third party unless you have all necessary rights and permissions to post such information and to grant the rights herein granted with respect to User Submissions.
7. Accuracy of Information. We attempt to ensure that information on this Site is complete, accurate and current. Despite our efforts, the information on this Site may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or currentness of any information on this Site.
8. VPD's Proprietary Rights. The information and materials made available through the Site are and shall remain the property of VPD and its licensors and suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws. Subject to your compliance with this Agreement, and solely for so long as you are permitted by VPD to access and use the Site, you may view one (1) copy of any content on the Site to which we provide you access hereunder, provided that you keep intact all copyright and other proprietary notices. Except as expressly authorized in advance by VPD in writing, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based (whether in whole or in part) on, all or any part of the Site or any materials made available through the Site.
Trade names, trademarks and service marks of VPD include without limitation, We Build Drugs, Not Companies™, Velocity Pharmaceutical Development®, and Velocity® and any associated logos. All trademarks and service marks on the Site not owned by VPD are the property of their respective owners. The trade names, trademarks and service marks owned by VPD, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of VPD's trade names, trademarks or service marks without our express prior written consent.
You may choose to or we may invite you to submit comments or ideas about our products or services, including without limitation about how to improve our products or services ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place VPD under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, VPD does not waive any rights to use similar or related ideas previously known to VPD, or developed by its employees, or obtained from sources other than you.
9. Links. The Site may provide links to other web sites and online resources, including without limitation, http://clinicaltrials.gov/ct2/results?term=tigercat&Search=Search Because VPD has no control over such sites and resources, you acknowledge and agree that VPD and the Affiliated Entities and their respective employees, officers, directors, shareholders, affiliates, agents, representatives, licensors, suppliers and service providers are not responsible for the availability of such external sites or resources, and VPD and the Affiliated Entities and their respective employees, officers, directors, shareholders, affiliates, agents, representatives, licensors, suppliers and service providers neither endorse nor are responsible or liable for any services, content, information, advertising, products or other materials on or available through such sites or resources. Other web sites may provide links to the Site with or without our authorization. You acknowledge and agree that VPD and the Affiliated Entities and their respective employees, officers, directors, shareholders, affiliates, agents, representatives, licensors, suppliers and service providers do not endorse such sites, and are not and shall not be responsible or liable for any links from those sites to the Site, any content, advertising, products or other materials available on or through such other sites, or any loss or damages incurred in connection therewith.
YOU AGREE THAT YOUR USE OF THIRD PARTY WEB SITES AND RESOURCES, INCLUDING WITHOUT LIMITATION, YOUR USE OF OR RELIANCE ON ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEB SITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.
VPD shall have the right, at any time and in its sole discretion, to block links to the Site through technological or other means without prior notice.
10. Disclaimer of Warranties. GH OR IN CONNECTION WITH THE SITE ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE SITE. VPD AND THE AFFILIATED ENTITIES AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE AND ANY PRODUCT OR SERVICE (INCLUDING WITHOUT LIMITATION, THIRD PARTY PRODUCTS AND SERVICES) OBTAINED THROUGH THE SITE, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE.
11. Limitation of Liability. VPD AND THE AFFILIATED ENTITIES AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, VPD AND THE AFFILIATED ENTITIES AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY CONTENT POSTED ON THE SITE BY VPD OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE MAXIMUM LIABILITY OF VPD FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO VPD TO ACCESS AND USE THE SITE.
While we try to maintain the integrity and security of the Site and the servers from which the Site is operated, we do not guarantee that the Site will be or remain secure, complete or correct, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any unauthorized third party alteration to the Site, contact us at email@example.com with a description of the material(s) at issue and the URL or location on the Site where such material(s) appear.
12. Indemnity. You agree to defend, indemnify and hold harmless VPD and the Affiliated Entities and their respective employees, officers, directors, shareholders, affiliates, agents, representatives, licensors, suppliers and service providers, from and against all claims, losses, costs and expenses (including attorneys fees) arising out of (a) your use of, or activities in connection with, the Site; (b) any violation of this Agreement (or any portion thereof) by you; (c) any violation by you of any right of any third party or any applicable law, rule, or regulation in connection with your use of any VPD service; or (d) any of your User Submissions or other content or information you make available on or through the Site.
13. Termination. This Agreement is effective until terminated. VPD, in its sole discretion, may terminate your access to or use of the Site, at any time and for any reason, including if VPD believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination, your right to use the Site will immediately cease. You agree that any termination of your access to or use of the Site may be effected without prior notice. You agree that VPD and the Affiliated Entities shall not be liable to you or any third party for any termination of your access to the Site or to any such information or files, and shall not be required to make such information or files, if any, available to you after any such termination. Sections 2, 4, 5, 6, 7, and 9 through 21 shall survive any expiration or termination of this Agreement.
14. Governing Law; Arbitration. This Agreement is governed by and shall be construed in accordance with the laws of the State of California, U.S.A., without regard to its principles of conflicts of law. THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Santa Clara County, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. To the extent that the arbitrator deems reasonable, the arbitrator shall conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances. Any in-person appearances requested by the arbitrator shall be held in the State of California. The arbitrator's decision shall be based upon the substantive laws of the State of California without regard to its principles of conflicts of law. Arbitration proceedings shall be conducted in English and shall be conducted in a manner that preserves confidentiality. The arbitrator's decision shall follow the plain meaning of the relevant documents and shall be final and binding. The award rendered by the arbitrator(s) may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing herein shall preclude VPD from seeking any injunctive relief or other provisional remedy in U.S. state or federal courts for protection of its intellectual property rights (including the rights of its licensors), and you agree to exclusive jurisdiction of the state and federal courts located in Santa Clara County, CA, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
15. Class Action. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND VPD ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
16. Contact Us.If you have any questions regarding the meaning or application of this Agreement, please direct such questions to firstname.lastname@example.org. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us.
17. Filtering.Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the two web sites GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/). Please note that VPD does not endorse any of the products or services listed at such site.
18. Notice for California ResidentsUnder California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please send an e-mail to email@example.com. You may also contact us by writing to 400 Oyster Point Boulevard, Suite 202, South San Francisco, CA 94080 or by calling us at (650) 273-5748. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
19. Ability to Enter Into This Agreement.By using the Site, you affirm that you are of legal age to enter into this Agreement or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement.
20. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and VPD. If any provision of this Agreement or portion thereof is found to be unlawful, void or for any reason unenforceable, that provision or portion of such provision, as applicable, will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision or portion of provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. Any attempted assignment or transfer in violation hereof shall be void. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This, together with all policies referred to herein, is the entire Agreement between you and VPD relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and VPD relating to such subject matter. Notices to you may be made via posting to the Site, by e-mail, or by regular mail, in VPD's discretion. The Site may also provide notices of changes to this Agreement or other matters by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. VPD will not be responsible for failures to fulfill any obligations due to causes beyond its control.
Site © 2011-2014 Velocity Pharmaceutical Development LLC, unless otherwise noted. All rights reserved.