Cytovia Therapeutics, Inc. Terms of Use

Last Updated: February 22, 2022

 

Welcome to the Cytovia Therapeutics, Inc. (“Cytovia,” “we” or “our”) website, located at https:// https://www.cytoviatx.com (the “Website”), which is a copyrighted work belonging to Cytovia. Certain features of the Website may be subject to additional guidelines, terms, or rules, which will be posted on the Website in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms (defined below). The information provided on our Website is for informational and/or educational purposes only.

 

Before accessing or using this Website, please carefully read and review the following terms and conditions (the “Terms of Use”) BETWEEN CYTOVIA AND YOU, AN INDIVIDUAL, ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT (“YOU” OR “YOUR”). THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE WEBSITE. BY ACCESSING OR USING THE WEBSITE, YOU ACCEPT THESE TERMS OF USE (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS OF USE. YOU MAY NOT ACCESS OR USE THE WEBSITE OR ACCEPT THE TERMS OF USE IF YOU ARE NOT AT LEAST 18 YEARS OLD.

 

By accessing or using this Website, you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by these Terms of Use. If you do not agree to these Terms of Use, please do not use this Website.

 

THESE TERMS OF USE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN BY JURY TRIAL OR CLASS ACTION, AND THESE TERMS OF USE ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

 

1. Use of and Access to the Website. The contents of this Website are intended for informational and/or educational purposes only and does not constitute healthcare or investment advice.  The rights granted to you in these Terms of Use are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website, whether in whole or in part, or any content displayed on the Website; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Website; (c) you shall not access the Website in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Website shall be subject to these Terms of Use.  All copyright and other proprietary notices on the Website (or on any content displayed on the Website) must be retained on all copies thereof. Cytovia reserves the right, at any time, to modify, suspend, or discontinue the Website (in whole or in part) with or without notice to you.  You agree that Cytovia will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Website or any part thereof. You acknowledge and agree that Cytovia will have no obligation to provide you with any support or maintenance in connection with the Website.

 

2. Medical Information Disclaimer. This Website contains general information relating to various medical conditions and their treatment. Such information does not constitute healthcare advice and is not intended to substitute for, nor does it replace, professional medical advice by your doctor or other qualified healthcare professional. Nothing on this website should be considered medical advice. You should always consult your doctor or other qualified healthcare provider with any questions you may have regarding a medical condition, procedure, or treatment.

 

3. Term and Termination. Subject to this Section, these Terms of Use will remain in full force and effect while you use the Website. We may suspend or terminate your rights to use the Website at any time for any reason at our sole discretion, including for any use of the Website in violation of these Terms. Upon termination of your rights under these Terms of Use, your right to access and use the Website will terminate immediately. Cytovia will not have any liability whatsoever to you for any termination of your rights under these Terms of Use. Those sections that are meant to survive termination of these Terms of Use shall survive. 

 

4. Disclaimer of Representations and Warranties; Limitation of Liability. 

 

THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, CYTOVIA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY OR NON-INFRINGEMENT. CYTOVIA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NEITHER CYTOVIA NOR ANY PERSON ASSOCIATED WITH CYTOVIA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE.

 

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. If applicable law requires any warranties with respect to the website, all such warranties are limited in duration to ninety (90) days from the date of first use.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

 

Your use of the Website and its content is at your own risk. You understand that Cytovia cannot and does not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code.

 

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CYTOVIA (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OF USE OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO USE) THE WEBSITE, EVEN IF CYTOVIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CYTOVIA'S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES HEREUNDER (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) SHALL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED U.S. DOLLARS (USD $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.  YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

 

THE FOREGOING LIMITATION OF LIABILITY WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

 

5. Intellectual Property. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Website and its content are owned by Cytovia or our suppliers.  Neither these Terms of Use (nor your access to the Website) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2. Cytovia and our suppliers reserve all rights not granted in these Terms of Use.  There are no implied licenses granted under these Terms of Use.

 

  1. Copyrights. Copyright © 2022, Cytovia Therapeutics, Inc. All rights reserved. All content available on the Website, including, but not limited to, text, graphics, artwork, images, photographs, audio and visual clips, data compilations, and software, and the compilation thereof (collectively referred to as the “Website Content”) is the property of Cytovia and its affiliates, subsidiaries, partners, collaborators, or licensors, and is protected by the United States and international copyright laws.

 

  1. Trademarks. The trademarks, logos, and service marks displayed on the Website (collectively referred to as the “Trademarks”) are the registered and unregistered marks of Cytovia and its affiliates, subsidiaries, partners, collaborators, or licensors, and are protected by the United States and international trademark laws. You are not permitted to use these Trademarks without our prior written consent or the consent of such third party which may own the Trademarks.

 

  1. Limited License. Subject to these Terms of Use, Cytovia grants to you a personal, nonexclusive, nontransferable and limited license (without the right to sublicense) to access and use the Website solely for your own personal use (not commercial). Nothing contained in this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to Cytovia’s Trademarks or Website Content (collectively referred to as the “Marks”), patents, trade secrets or other intellectual property embodied in the Website. Unauthorized use or misuse of any of the Marks or Cytovia's other intellectual property or materials, except as permitted herein, is expressly prohibited and may be in violation of law and/or regulation. All rights not expressly granted herein are reserved by Cytovia. The Marks and any other portion of the Website may not be used, reproduced, duplicated, copied, sold, resold, accessed, modified or otherwise exploited, in full or in part, for any purpose without Cytovia’s prior written authorization. Cytovia has and will continue to actively enforce its intellectual property rights to the fullest extent permitted by law.

 

6. Indemnification. You agree to defend, indemnify and hold Cytovia, its affiliates and subsidiaries and their respective officers, directors, employees, agents, licensors and licensees (collectively referred to as the “Cytovia Indemnitees”) harmless for any loss, damages or costs (including reasonable attorney fees) resulting from any third-party claim, action or demand arising out of or are related to (a) your use of the Website or its content, (b) your violation of these Terms of Use, (c) your violation of applicable laws or regulations, or (d) resulting from your introduction of any unauthorized computer code, device, software routines, program or other feature embedded by anyone designed to disrupt, disable, or harm in any manner the operation of the Website, such as, without limitation, any virus, Trojan horse, worm, time bomb, automatic shutdown, software lock, drop dead device, malicious logic, trap or back door, botnet, malware, or your use of software robots, spiders, crawlers or similar data gathering and extraction tools, or your taking of any other action that imposes an unreasonable burden or load on Cytovia’s infrastructure. Cytovia reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to your indemnification obligations hereunder, and you agree to cooperate with our defense of these claims. No settlement that affects the rights or obligations of Cytovia may be made without Cytovia's prior written approval. Cytovia will use commercially reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

 

7. Submissions.  Subject to any applicable terms and conditions set forth in our Privacy Policy, if you transmit or otherwise provide to Cytovia any feedback, suggestions, ideas, comments, inquiries or other information, including resumes and other employment-related information (individually, a “Website Submission” and collectively, “Website Submissions”), these Website Submissions will be treated as non-proprietary and non-confidential information by Cytovia.

 

You also acknowledge that Cytovia may use your Website Submission, and any ideas, concepts or know-how contained therein, for any purpose including, without limitation, researching, developing, manufacturing, distributing and commercializing products. By posting or transmitting Website Submissions to Cytovia (or its third party designees), you hereby grant Cytovia and its third party designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), transferable, fully paid-up, royalty-free, perpetual, irrevocable right to use, reproduce, sublicense (through multiple tiers), distribute, create derivative works of, perform and import your Website Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without any compensation to you.

 

If you make a Website Submission, you represent and warrant that you own or otherwise control the rights to your Website Submission and may provide them to Cytovia for Cytovia’s use and without restrictions. You further represent and warrant that such Website Submission does not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, any form of “spam” or any threatening, harassing, libelous, false, defamatory, offensive, obscene or pornographic material, or other material that would violate any applicable law or regulation, including but not limited to any local, state, or federal laws or regulations governing equal employment opportunities. You may not use a false email address, impersonate any person or entity, or otherwise mislead Cytovia as to the origin of any Website Submission.

 

8. Third Party Links. Cytovia is not responsible for the content of any websites linked to or from the Website, including social media or other third-party websites and services (collectively referred to as the “Linked Sites”). Linked Sites appearing on this Website to other websites are for convenience only and inclusion of Linked Sites does not imply an endorsement or recommendation by Cytovia. Linked Sites are not under the control of Cytovia, its affiliates or subsidiaries. Cytovia makes no warranties or representations of any kind as to the timeliness, accuracy or completeness of information contained in such Linked Sites and shall have no liability for any damages or injuries arising from such content or information. When you access Linked Sites, you do so at your own risk. When leaving the Website, you should be aware that our terms and policies no longer govern. You should carefully review the terms and conditions and privacy policies of other websites that you visit. You hereby release and forever discharge Cytovia (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Website (including any interactions with, or act or omission of, any Linked Sites).  If you are a California resident, you hereby waive California Civil Code 1542 in connection with the foregoing, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

 

9. Governing Law; Arbitration Agreement. PLEASE READ THIS CAREFULLY. THIS GOVERNING LAW AND ARBITRATION AGREEMENT (“ARBITRATION AGREEMENT”) AFFECTS YOUR RIGHTS.

 

The internal laws of the State of New York, U.S.A. shall exclusively govern these Terms of Use, without regard or effect being given to its choice-of-law rules and without regard to conflicts of laws principles, except that this Section 9 shall be governed by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the interpretation or construction of these Terms of Use.

 

Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Cytovia and our employees, agents, successors, or assigns, regarding or relating to the Website or these Terms of Use shall exclusively be settled through binding and confidential arbitration.

 

Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) or JAMS. As modified by these Terms of Use, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’s rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.

 

You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights 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. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

 

You and we must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (4) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by the applicable law.

 

Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in New York, New York. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in New York, New York in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within New York, New York for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

 

With the exception of the prohibition of arbitration on a class or collective basis, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Terms of Use, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the prohibition of arbitration on a class or collective basis is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor we shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in New York, New York.

 

Notwithstanding any provision in this Terms of Use to the contrary, if we seek to terminate the Arbitration Agreement as included in this Section 9, any such termination shall not be effective until 30 days after the version of these Terms of Use not containing the agreement to arbitrate is posted to the Website and shall not be effective as to any claim of which you provided us with written notice prior to the date of termination.

 

For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, it’s Rules and Procedures, and how to file an arbitration claim, you may call JAMS at 800-352-5267 or visit the JAMS website at http://www.jamsadr.com.

 

 

 

10. Changes to these Terms of Use. These Terms of Use are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Website. You are responsible for providing us with your most current e-mail address.  In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.  Any changes to these Terms of Use will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Website.  These changes will be effective immediately for new users of our Website.  Continued use of our Website following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

 

11. General. You acknowledge and agree that these Terms of Use constitute the complete and exclusive agreement between you and Cytovia and its affiliates and subsidiaries concerning your use of the Website and supersede and govern all prior agreements or other communications. Nothing contained in these Terms of Use shall be construed as creating any agency, partnership or other form of joint enterprise between you and Cytovia and its affiliates and subsidiaries. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof by Cytovia. If any provision of these Terms of Use are held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and Cytovia will amend or replace such provision with one that is valid and enforceable and that accomplishes, to the extent possible, Cytovia’s original intention as reflected in the original provision. The Website may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Cytovia, or any products utilizing such data, in violation of the United States export laws or regulations. Cytovia is located at the address listed below. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. The communications between you and Cytovia use electronic means, whether you use the Website or send us emails, or whether Cytovia posts notices on the Website or communicates with you via email. For contractual purposes, you consent to receive communications from Company in an electronic form; and agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. These Terms of Use, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Cytovia’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.  Cytovia may freely assign these Terms of Use.  The terms and conditions set forth in these Terms shall be binding upon assignees.

 

For questions about these Terms of Use, please contact us at:

 

Email: ContactUs@cytoviatx.com

Subject: Accessibility Policy

 

or

Cytovia Therapeutics, Inc.

Attn: Accessibility Policy

18851 NE 29th Avenue, 2nd Floor

Aventura, Florida 33180, USA

 

or

 

Phone Number: (786) 591-7001