Terms of Use

 

Effective:June 1, 2022

 

DO NOT USE THIS WEBSITE FOR EMERGENCY MEDICAL NEEDS. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.

 

THE WEBSITE IS IN NO WAY INTENDED TO REPLACE PROFESSIONAL MEDICAL CARE OR ATTENTION BY A QUALIFIED PRACTITIONER. CONTENT (AS DEFINED BELOW) CANNOT AND SHOULD NOT BE USED AS A BASIS FOR DIAGNOSIS OR CHOICE OF TREATMENT.

1. Acceptance of the Terms and Conditions

1.1 Ceretype Neuromedicine, Inc. (herein referred to as the “Ceretype,” “we,” “us” or “our”) provides and makes available this website (the “Website”). All use of the Website is subject to the terms and conditions contained in these Terms of Use (“Terms of Use”). Please read these Terms of Use carefully. By accessing, browsing or otherwise using the Website, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use. If you do not accept the terms and conditions of these Terms of Use, you will not access, browse or use the Website.

1.2 You understand and agree that we may change these Terms of Use at any time without prior notice. You may read a current, effective copy of these Terms of Use at any time by selecting the “Terms of Use” link on the Website[GP1] . The revised terms and conditions will become effective at the time of posting[GP2] , which date will be set forth at the beginning of these Terms of Use. Any use of the Website after such date will constitute your acceptance of such revised terms and conditions. If any change to these Terms of Use is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Website. 

1.3 Your access to, and use of the Website is also subject to our Privacy Policy, the terms and conditions of which are hereby incorporated herein by reference. 

2. Use of the Website

 

2.1 Content. 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 United States and foreign intellectual property laws. 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 as permitted under these Terms of Use. 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 copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use 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 these Terms of Use, your right to access and/or use the Content and Website will automatically terminate and you will immediately destroy any copies you have made of the Content.

2.2 Trademarks. The trademarks, service marks, and logos of Ceretype and its affiliates (the “Ceretype Trademarks”) used and displayed on this Website are registered and unregistered trademarks or service marks of Ceretype and/or its affiliates. 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 Ceretype Trademarks, the “Trademarks”). Nothing on this Website or in these Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Website without our prior written consent specific for each such use. The Trademarks may not be used to disparage Ceretype, its affiliates, or the applicable third party, the products or services of Ceretype, its affiliates, or the applicable third party, 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 our prior written consent. All goodwill generated from the use of any Ceretype Trademark will inure to our benefit. 

2.3 Restrictions. 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, whether by us or any other person or entity; or (e) frame or link to any of the materials or information available on the Website. Certain elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of these Terms of Use. None of the Content for this Website may be retransmitted without the express written consent from Ceretype for each and every instance.

2.4 External Sites. The Website may contain links to third-party websites (“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 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, malware, and other destructive programs. If you decide to access any External Sites, you do so at your own risk. 

2.5 Mobile Device. The Website includes certain services that are available via a mobile device, including the ability to browse the Web Site from a mobile device. To the extent that you access the Web Site through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply.

2.6 User Content; Submissions. With respect to any communications or materials that you transmit to, or post on, this Website by email or otherwise (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content, you hereby grant to Ceretype and its affiliated companies a non-exclusive, royalty-free, fully paid-up, transferable, perpetual, worldwide, sublicensable (through multiple tiers), irrevocable license to copy, reproduce, transmit, display, modify, distribute, upload, perform, store, and otherwise use your User Content for any purpose, in accordance with our Privacy Policy and applicable laws and regulations. Further, you acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website and our company and products (“Submissions”), provided by you to Ceretype are non-confidential and Ceretype will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You acknowledge and agree that Ceretype may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Use; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Ceretype, its users, and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. We are not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.

3. Disclaimer of Warranties and Limitation of Liability

3.1 Disclaimer of Warranties. CERETYPE, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND COLLABORATION PARTNERS (COLLECTIVELY, THE “CERETYPE PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY. THE CERETYPE PARTIES WILL 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.

THE CERETYPE 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 CERETYPE PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.  CERETYPE IS NOT LIABLE FOR PROTECTION OF PRIVACY OF EMAIL OR AOTHER INFORMATION TRANSFERRED THROUGH THE INTERNET OR ANY OTHER NETWORK THAT YOU MAY USE.

 

THE WEBSITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE CERETYPE PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON‑INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

 

3.2 Limitation of Liability. IN NO EVENT WILL ANY CERETYPE PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH CERETYPE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3.3 State Limitations. SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE CERETYPE PARTIES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

3.4 For Residents of New Jersey. IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS 3.1 AND 3.2 ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. 

3.5 Medical Advice Disclaimer. THE WEBSITE IS INTENDED TO PROVIDE INFORMATION ABOUT CERETYPE’S AND ITS AFFILIATES’ RESEARCH, DEVELOPMENT, AND COMMERCIALIZATION ACTIVITIES AND INFORMATION REQUIRED BY APPLICABLE LAWS AND REGULATIONS. THE WEBSITE IS IN NO WAY INTENDED TO REPLACE PROFESSIONAL MEDICAL CARE OR ATTENTION BY A QUALIFIED PRACTITIONER. CONTENT CANNOT AND SHOULD NOT BE USED AS A BASIS FOR DIAGNOSIS OR CHOICE OF TREATMENT. NO INFORMATION ON THE WEBSITE IS PROVIDED WITH THE INTENTION TO GIVE MEDICAL ADVICE OR INSTRUCTIONS ON THE ACCURATE USE OF OUR, OUR AFFILIATES’ OR OUR OR THEIR COLLABORATION PARTNERS’ MEDICAL DEVICES, DRUGS OR DRUG CANDIDATES FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. CERETYPE CANNOT ANSWER UNSOLICITED EMAILS OR OTHER SUBMISSIONS MADE VIA THE WEBSITE REQUESTING PERSONAL MEDICAL ADVICE. USERS SHOULD ALWAYS CONSULT A HEALTHCARE PROFESSIONAL.

4. Indemnification

You agree to defend, indemnify, and hold harmless the Ceretype Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms of Use or your access to, use or misuse of the Content or Website. We will provide notice to you of any such claim, suit, or proceeding. Ceretype 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 our defense of such matter.

 

5. Termination of Terms of Use

5.1 We reserve the right, in our sole discretion, to restrict, suspend, or terminate these Terms of Use 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. We also reserve the right to change, suspend, or discontinue all or any part of the Website or Content at any time without prior notice or liability.

5.2 Sections 2 (Use of the Website), 3 (Disclaimer of Warranties and Limitation of Liability), 4 (Indemnification), 5 (Termination of Terms of Use), and 8 (Miscellaneous) will survive the termination of these Terms of Use.

6. User Must Comply with Applicable Laws

6.1 This Website is hosted in the United States. 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. 

6.2 The United States 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 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. U.S. Government Restricted Rights

The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Website or Content by the Government constitutes acknowledgement of our proprietary rights in the Website and Content.

8. Miscellaneous

These Terms of Use are governed by the internal substantive laws of the Commonwealth of Massachusetts, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of Boston in the Commonwealth of Massachusetts. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms of Use, which will remain in full force and effect. Failure of Ceretype to act on or enforce any provision of these Terms of Use will not be construed as a waiver of that provision or any other provision in these Terms of Use. No waiver will be effective against Ceretype unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Ceretype and you, these Terms of Use constitutes the entire agreement between you and Ceretype 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. The section headings are provided merely for convenience and will not be given any legal import. These Terms of Use will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Website might be publicly accessible.