PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE. BY USING THIS WEBSITE, YOU ACCEPT THESE TERMS OF USE.
Effective: November 1, 2020
- Acceptance of the Terms and Conditions.
1.1 T-Cypher Bio Ltd, a company incorporated and registered in England and Wales with company number 09843076 whose registered office is C/O Ignition Law, First Floor, Moray House, 23-31 Great Titchfield Street, London W1W 7PA (herein referred to as the “Company,” “we,” “us” or “our”), provides and makes available this website (this “Website”). All use of this Website is subject to the terms and conditions contained in this Terms of Use Agreement (this “Agreement”). Please read this Agreement carefully. By accessing, browsing or otherwise using this 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 must not access, browse or use this Website. We recommend that you print a copy of this Agreement for future reference.
1.2 You understand and agree that we may change the terms and conditions of this Agreement at any time without prior notice. Every time you wish to use this Website, please read the current and effective copy of this Agreement by selecting the “Terms of Use” link on this Website. The revised terms and conditions will become effective at the time of posting. Any use of this Website after such date shall constitute 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 and otherwise using this Website.
1.3 You are also responsible for ensuring that all persons who access this Website through your internet connection are aware of this Agreement and that they comply with it.
- Use of the Website.
2.1 This Website contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third parties. The Content is protected by the intellectual property laws of England and Wales and other jurisdictions. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except that you may print off one copy, and may download extracts, of any page(s) from this Website for your personal use and you may draw the attention of others within your organisation to content posted on this Website. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any paper or digital copy you make or download of the Content. You may not sell, transfer, assign, license, sub-license, or modify the Content (or any paper or digital copies you may make or download of the Content) or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content (or any paper or digital copies you may make or download of the Content) in any way for any public or commercial purpose. The use or posting of any of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and this Website shall automatically terminate and you shall immediately destroy any copies you have made or downloaded of the Content.
2.2 The trademarks, service marks, and logos of the Company (the “Company Trademarks”) used and displayed on this Website are registered and unregistered trademarks or service marks of the Company. 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 Company Trademarks, the “Trademarks”). Nothing on this Website or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Website without the prior written consent of the Company specific for each such use. The Trademarks may not be used to disparage the Company or the applicable third-party, the Company’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any website is prohibited without the Company’s prior written consent. All goodwill generated from the use of any Company Trademark shall endure to the Company’s benefit.
2.3 You agree not to: (a) take any action that imposes an unreasonable load on this Website’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of this Website or any activity being conducted on this Website, (c) introduce to this Website any viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful, (d) attempt to gain unauthorised access to this Website, the server on which this Website is stored or any server, computer or database connected to this Website, (e) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up this Website, (f) delete or alter any material posted on this Website by the Company or any other person or entity, or (g) frame or link to any of the Content.
2.4 This Website contains links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and should not be interpreted as an endorsement or approval by us of such External Sites or 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 and have no control over the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. 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 Sites, you do so at your own risk.
- Limitation of Liability and Disclaimer of Warranties.
3.1 THE COMPANY, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE COMPANY PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR 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.
3.2 THE COMPANY 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. YOU ARE RESPONSIBLE FOR CONFIGURING YOUR IT COMPUTER PROGRAMMES AND PLATFORM TO ACCESS THIS WEBSITE AND YOU SHOULD USE YOUR OWN VIRUS PROTECTION SOFTWARE. IF YOUR USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO COMPANY PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS. THE WEBSITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY PARTIES DISCLAIM AND EXCLUDE ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS OR OTHER TERMS THAT MAY APPLY TO THIS WEBSITE OR ANY OF THE CONTENT INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
3.3 IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE FOR ANY LOSS OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGES, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION OR LOSS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE OR THE USE OF OR RELIANCE ON ANY OF THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF SUCH LOSS OR DAMAGES WERE FORSEEABLE.
3.4 The Company Parties do not exclude or limit in any way their liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by the negligence of any of the Company Parties and for fraud or fraudulent misrepresentation. Also, some countries do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions in that respect may not apply to you. IN ALLCOUNTRIES, THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- You agree to defend, indemnify, and hold harmless the Company 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 or misuse of the Content or this Website. The Company shall provide notice to you of any such claim, suit, or proceeding. The Company reserves the right to assume the exclusive defence 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 the Company’s defence of such matter.
- Termination of this Agreement.
5.1 The Company 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. The Company 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.
5.2 Clauses 2 (Use of the Website), 3 (Limitation of Liability and Warranty), 4 (Indemnification), 5 (Termination of Agreement), and 7 (Miscellaneous) shall survive the termination of this Agreement.
- User Must Comply with Applicable Laws.
6.1 This Website is based in the United Kingdom. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United Kingdom. If you access the Website or any of the Content from outside of the United Kingdom, you do so at your own risk. Whether inside or outside of the United Kingdom, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
6.2 The United Kingdom controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading any of the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
7.1. This Agreement, its subject matter and its formation are governed by and construed in accordance with the law of England and Wales. You expressly agree to submit to the exclusive jurisdiction of the courts of England and Wales.
7.2 If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
7.3 Failure of the Company to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against the Company unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
7.4 Except as expressly agreed by the Company and you, this Agreement constitutes the entire Agreement between you and the Company with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.
7.5 The section headings are provided merely for convenience and shall not be given any legal import.
7.6 This Agreement will endure to the benefit of our successors, assigns, licensees, and sub-licensees.
7.7 Any information submitted or provided by you to the Website might be publicly accessible. Important and private information should be protected by you. The Company is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.