Effective Date: December 8, 2020
Please review these Terms carefully before using the Website because they are a legal contract between you and Myeloid Therapeutics, Inc. (“Myeloid Therapeutics,” “we,” “us” or “our”). By using the Website, you agree to be bound by and comply with these Terms. We may make modifications, deletions and/or additions to these Terms (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after we provide notice of the Changes, whether such notice is provided through the Website, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of these Terms incorporating the Changes, whichever comes first. Your acceptance of these Terms creates a legally binding contract between you and the Myeloid Therapeutics. If you do not agree to the Terms, do not use the Website.
Please read this Agreement carefully, as it (among other things) provides that you and Myeloid Therapeutics will arbitrate certain claims instead of going to court and that you will not bring class action claims against us.
All references to “you” or “your” in these Terms mean the person that registers for, accesses, or uses the Website. If you use or access the Website on behalf of an entity or individual, you represent and warrant that you have the authority to bind that entity or individual.
Note for children. Our Website is not intended for those under the age of 16 – if you access this Website, you represent and warrant that you are at least 16 years of age
THE WEBSITE AND ANY INFORMATION OR CONTENT PROVIDED THEREIN ARE FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND ARE NOT A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF A HEALTH CARE PROFESSIONAL IN DIAGNOSING AND TREATING PATIENTS. MYELOID THERAPEUTICS DOES NOT GIVE MEDICAL ADVICE, NOR DOES IT PROVIDE MEDICAL OR DIAGNOSTIC SERVICES. YOUR RELIANCE UPON ANY CONTENT OR INFORMATION PROVIDED THROUGH THE WEBSITE IS SOLELY AT YOUR OWN RISK.
You may not access or use, or attempt to access or use, the Website to directly or indirectly take any action that could or does harm us or any third party, interfere with the operation of the Website, or in a manner that violates any law(s). For example, and without limitation, you may not:
- If you are a healthcare professional, you will not submit any information that would directly identify a patient or any information for which you do not have all necessary consents or authorizations to disclose;
- Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity or the origin of any information you provide;
- Engage in unauthorized spidering, scraping or harvesting of content or personal information, or use any other unauthorized automated means to compile information;
- Obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Website;
- Use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any activity conducted on the Website or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;
- Circumvent, reverse engineer, decipher, decompile, disassemble, decrypt or otherwise alter or interfere with (or attempt, encourage or support anyone else’s attempt to engage in such activities) any of the software comprising or in any way making up a part of the Website. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited;
- Take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure, as determined by us in our sole discretion;
- Upload or otherwise transmit any communication, software or material that contains a virus or is otherwise harmful to Myeloid Therapeutics or its users’ computers or systems;
- Send or cause to be sent any communication (including email) to other users without their consent (e.g., “mailbombs” or “spamming”);
- Violate, or encourage any conduct that would violate, any applicable law, regulation, third party rights or our community guidelines and other policies;
- Engage in fraud or misuse of the Website;
- Cause damage, embarrassment or adverse publicity to Myeloid Therapeutics;
- Attempt to access or use the Website if we have banned or suspended you; or
- Engage in any other conduct that restricts or inhibits any person from using or enjoying the Website or that, in our sole judgment, exposes us or any of our users, affiliates, partners, service providers or any other third party to any liability, damages or detriment of any type.
Violations of system or network security may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate the Terms. We may suspend or terminate your access to the Website for any or no reason at any time without notice.
Unless specifically requested, Myeloid Therapeutics does not wish to receive any confidential, proprietary, or trade secret from you via the Website (including via contact email made available on the Website). You remain fully responsible for the materials that you provide to us, including, without limitation, information, requests, creative works, pictures, photographs, letters, documents, demos, ideas, suggestions, reviews, concepts, methods, systems, designs, plans, techniques or other materials submitted, posted, uploaded, sent or otherwise transmitted to us (“User Content”). If you send Myeloid Therapeutics any User Content, you grant Myeloid Therapeutics a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable, and sub-licensable right and license to use, copy, reproduce, modify, adapt, print, publish, translate, create derivative works from, create collective works from, and distribute, perform, display, license and sublicense (through multiple levels) such User Content in any media now known or hereinafter invented, including for commercial purposes. In addition to the rights applicable to any User Content, when you post comments or reviews to our Website or via mentions in social media, you also grant us the right to use the name that you submit with any comment, review, or other content, in connection with the comment, review or other content.
You agree not to provide User Content that:
- Infringes on or misappropriates the copyright, trademark, patent or other intellectual property right of any third party;
- Is false, unlawful, misleading, libelous, defamatory, threatening, pornographic, obscene, abusive, harassing, hateful, sexually explicit, racially or ethnically offensive or is otherwise inappropriate;
- Violates a third party’s right to privacy or publicity or any other proprietary right;
- Degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, disability or other classification;
- Contains epithets or other language or material intended to intimidate or incite violence;
- Contains a virus, worm, Trojan Horse, time bomb or any other harmful program or component;
- Contains any commercial material or solicits any funds (charitable or commercial), perpetuates chain letters or pyramid schemes, promotes commercial entities, or otherwise engages in commercial activity; or
- Violates any applicable local, state, national or international law, or advocates illegal activity.
We are not obligated to use your User Content. We do not guarantee any confidentiality with respect to any User Content.
The obligations that you have to us under these Terms shall survive termination of the Website, any use by you of the Website, any User Content uploaded or sent through the Website, or these Terms.
This Website contains content that is protected under the copyright, trademark and other intellectual property laws of the United States and other countries (including all usage and other data generated or collected in connection with the use of the Website, “Content”) and these rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. Unless otherwise provided in these Terms or elsewhere indicated on the Website, as between you and us, all intellectual property rights in the Content are owned by us or our third-party licensors to the full extent permitted under United States and international intellectual property laws, including, without limitation, all videos, text, graphics, user interfaces, visual interfaces, photographs, moving images, illustrations, files, trademarks, logos, service marks, artwork, computer code, design, structure, selection, coordination, “look and feel,” and arrangement of the Content. Your use of this Website shall not grant you any claim of ownership over any Content, and you agree to comply with all applicable intellectual property laws. You may print copies of the Content, provided that these copies are made only for personal, non-commercial use, and provided that you maintain any notices contained in the Content, or maintained by the licensor or author, such as all copyright notices, trademark legends, attributions, by-lines or other proprietary rights notices. You may not license, distribute, publish, transmit, copy, reproduce, distribute, display, perform, edit, adapt, modify, create derivative works of, publicly perform or otherwise exploit or make any unauthorized use of any part of the Website, including the Myeloid Therapeutics name and logo, without our prior written consent. You may provide a link to the top page of the Website unless and until Myeloid Therapeutics gives notice that you must discontinue linking to the Website. You may not store electronically any significant portion of Content from this Website. The use of Content from this Website on any other site, including by linking or framing, or in any networked computer environment, for any purpose, is prohibited without our prior written approval. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, algorithm or programs underlying the Website. We reserve the right to modify or discontinue the Website or any version(s) thereof at any time in our sole discretion, with or without notice.
Third-Party Content and Links to Third-Party Websites
You agree to defend, indemnify, and hold harmless Myeloid Therapeutics, its affiliates and its and their officers, directors, affiliates, agents and employees, from and against any claims, losses, damages, fines, penalties or other liabilities in any way associated with (i) your use of and access to the Website, (ii) your violation of any of these Terms, and (iii) your violation of any third party right, including any copyright, trademark, trade secret or privacy right related to your User Content (as applicable) or use of this Website, provided that the foregoing does not obligate you to the extent the claim arises out of our willful misconduct or gross negligence. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
Disclaimer of Warranties
YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE OPERATION OF THE WEBSITE OR THE INFORMATION, MATERIALS, GOODS OR SERVICES APPEARING OR OFFERED ON THE WEBSITE, ALL OF WHICH ARE PROVIDED “AS IS.” WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY (1) WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (2) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (3) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE WEBSITE; (4) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS OR COMPLETENESS OF DATA MADE AVAILABLE ON THE WEBSITE OR OTHERWISE BY MYELOID THERAPEUTICS; (5) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE OR OTHER ACTS OR OMISSIONS BY MYELOID THERAPEUTICS OR ANY THIRD PARTY; AND (6) WARRANTY OF TITLE. FURTHER, MYELOID THERAPEUTICS DOES NOT WARRANT THAT THE WEBSITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, (1) THAT THE WEBSITE OR ANY EMAIL WE SEND YOU IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY BECAUSE OF YOUR ACCESS TO, USE OF OR BROWSING ON THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE WEBSITE; OR (2) THAT THE WEBSITE, WEBSITE CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, ACCURATE, COMPLETE, UP-TO-DATE OR UNINTERRUPTED. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL MYELOID THERAPEUTICS OR ITS AFFILIATES (OR ITS OR THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE WEBSITE) BE LIABLE FOR DAMAGES OR LOSSES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES AND LOST PROFITS, ARISING OUT OF YOUR ACCESS, USE, MISUSE OR INABILITY TO USE THE WEBSITE, WEBSITE CONTENT, USER CONTENT OR ANY LINKED SITES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE. THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF MYELOID THERAPEUTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL MYELOID THERAPEUTICS’ AGGREGATE LIABILITY (OR THE AGGREGATE LIABILITY OF ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS OR EMPLOYEES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE WEBSITE (WHETHER IN CONTRACT, TORT, NEGLIGENCE, WARRANTY OR OTHERWISE) EXCEED $100. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, MYELOID THERAPEUTICS’ LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MYELOID THERAPEUTICS DISCLAIMS ALL LIABILITY OF ANY KIND ARISING FROM THE UNAUTHORIZED ACCESS TO OR USE OF YOUR INFORMATION. IF YOU ARE DISSATISFIED WITH THE WEBSITE, YOUR SOLE REMEDY IS TO STOP USING THE WEBSITE.
Applicable Law; Jurisdiction
These Terms are governed by, and must be construed in accordance with, the laws of the United States and the Commonwealth of Massachusetts, as applicable, without giving effect to their principles of conflicts of law. By using the Website, you waive any claims that may arise under the laws of other countries or territories.
Agreement to Arbitrate; Class Action Waiver
This Section (Agreement to Arbitrate; Class Action Waiver) is referred to herein as the “Arbitration Agreement.” The parties agree that any and all controversies, claims, or disputes between you and Myeloid Therapeutics arising out of, relating to, or resulting from these Terms, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
THIS PARAGRAPH IS REFERRED TO HEREIN AS THE “CLASS ACTION WAIVER.” THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation, the limitation of liability provisions in these Terms. You may visit http://www.adr.org for information on the AAA and http://www.adr.org/fileacase for information on how to file a claim against Myeloid Therapeutics.
The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Myeloid Therapeutics may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Website users, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees“) will be governed by the AAA’s Rules. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.
All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court decides that any term or provision of this Arbitration Agreement other than the Class Action Waiver is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of the Class Action Waiver is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of these Terms will continue to apply.
Separate Terms and Conditions
In connection with your use of the Website, such use may be subject to additional terms and conditions posted on the Website. Such additional terms and conditions are hereby incorporated within these Terms, and you agree to comply with such additional terms and conditions with respect to such use or participation.
Access Outside the United States
You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and/or your use of the Website, at any time and without notice. We may also in our sole discretion and at any time discontinue providing the Website, or any part thereof, with or without notice. You agree that we shall not be liable to you or any third-party for any such termination. All Sections which by their nature should survive, will survive any termination of this Agreement. These Terms constitute the entire agreement between Myeloid Therapeutics and you, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us. In the event any provision of these Terms is held unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision. You agree that no joint venture, partnership, employment or agency relationship exists between you and Myeloid Therapeutics as a result of these Terms or your access to and use of the Website. Our failure to enforce any provisions of these Terms or respond to a violation by any party does not waive our right to subsequently enforce any terms or conditions of the Terms or respond to any violations. Nothing contained in these Terms is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by us with respect to such use.
If you have any questions about this Privacy Notice, please contact us at:
Myeloid Therapeutics, Inc.
300 Technology Square, Ste 203
Cambridge, Massachusetts 02139