PLEASE NOTE THAT THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES IN CERTAIN CIRCUMSTANCES, RATHER THAN JURY TRIALS OR CLASS ACTION LAWSUITS. VIEW THESE TERMS HERE.
LICENSE TO YOU
CytomX hereby grants to you, subject to the terms and conditions of the Terms, a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access and use the Services solely for your personal, noncommercial use, subject to the limitations set forth below. CytomX reserves all rights not expressly granted in these Terms. CytomX reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use or access of the Services.
You agree to protect the Services, and their proprietary content, information and other materials, from any unauthorized access or use, and you agree that you will not use the Services or such proprietary content, information or other materials except as expressly permitted herein or expressly authorized in writing by CytomX. Except as specifically permitted herein or expressly authorized in writing by CytomX, you agree that you will not directly or indirectly: (a) distribute, sell, transfer, rent, lease, sublicense or otherwise exploit the Services in any unauthorized manner; or (b) transmit, adapt, create derivative works of, translate, localize, port or otherwise modify the Services, any updates, or any part thereof in any form or manner or by any means. You understand and agree that you are not permitted to: (x) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Services; (y) use any means to discover the trade secrets in the Services; or (z) otherwise circumvent any functionality that controls access to or otherwise protects the Services. Any attempt to do any of the foregoing is a violation of the rights of CytomX and its affiliates and licensors. If you breach these restrictions, you may be subject to prosecution and damages.
SUBMISSION OF INFORMATION
You are solely responsible for your use of and activity in relation to the Services. Your permission to use the Services is conditioned upon the following use and conduct restrictions.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
INTELLECTUAL PROPERTY RIGHTS
“CytomX,” and other Services graphics, logos, designs, page headers, button icons, scripts, and service names are the trademarks or trade dress of CytomX or its licensor’s in the U.S. and/or other countries (collectively, the “CytomX Marks”). The CytomX Marks may not be used in connection with any product or service without the prior written consent of CytomX. You may not use the CytomX Marks in connection with any product or service in any manner that is likely to cause confusion or create the impression that CytomX endorses any product or service.
CytomX may terminate your use of the Services at any time and for any reason, including for conduct violating these Terms. Upon any such termination, you must destroy all content obtained from the Services and all copies thereof. Furthermore, you acknowledge that CytomX reserves the right to take action – technical, legal or otherwise – to block your ability to access the Services. You understand that CytomX may exercise this right in its sole discretion and this right shall be in addition to any other rights and remedies available to CytomX.
All provisions of these Terms which by their nature should survive termination shall survive the termination of your access to the Services, including the provisions regarding ownership, warranty disclaimers, indemnity, and limitations of liability.
THE SERVICES DO NOT PROVIDE MEDICAL ADVICE
The Services and their content are for informational purposes only. The content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Services.
If you think you may have a medical emergency, call your doctor or 911 immediately. CytomX does not endorse any specific physicians, opinions, or other information that may be mentioned on the Services. CytomX is not a health or wellness provider and cannot recommend or refer you to any health or wellness provider. Reliance on any information provided by CytomX or its employees is solely at your own risk.
ANY USE OF THE SERVICES, INCLUDING ANY RELIANCE UPON OR USE OF ANY OF THE INFORMATION THEREIN, SHALL BE AT YOUR SOLE RISK. ALL CONTENT CONTAINED WITHIN THE SERVICES IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CYTOMX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. CYTOMX makes no warranty as to the accuracy, usefulness, currency, completeness or availability of any information transmitted or made available via this Website, and shall not be responsible or liable for any error or omissions in that information. You are responsible for verifying any information before relying on it. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
The CytomX Website may contain forward-looking statements that reflect CytomX’s current expectation regarding future events and business development. The forward-looking statements involve risks and uncertainties. Actual developments or results could differ materially from those projected and depend on a number of factors including, but not limited to, the success of current research programs, results of pending or future clinical trials, ongoing commercialization of its products, regulatory approvals of pharmaceuticals, validity and enforcement of its patents, the stability of its commercial relationships, and the general economic conditions. CytomX intends to update its Website on a regular basis but assumes no obligation to update any of the content.
LIMITATION OF LIABILITY
IN NO EVENT SHALL CYTOMX OR ANY OF ITS LICENSORS OR INFORMATION PROVIDERS HAVE ANY LIABILITY IN CONNECTION WITH THE SERVICES OR ANY INFORMATION PRESENTED IN THE SERVICES FOR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR FOR LOSS OF PROFITS, REVENUE, USE, OR DATA, IN EACH CASE ARISING UNDER ANY THEORY, INCLUDING UNDER WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, EVEN IF CYTOMX IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
CYTOMX’S AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY CLAIMING THROUGH YOU IN CONNECTION WITH THE USE OF THE SERVICES IS LIMITED TO FIFTY DOLLARS ($50).
GOVERNING LAW AND ARBITRATION; NO CLASS ACTIONS
These Terms, and any claim, cause of action or dispute (“claim”) arising out of or related to these Terms shall be governed by the laws of the State of California regardless of your country of origin or where you access the Services. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THESE TERMS OR THE SERVICES WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except for CytomX’s right to seek injunctive relief as set forth below.
If you do not want to arbitrate disputes with CytomX and you are an individual, you may opt out of this arbitration agreement by sending an email to LegalNotices@Cytomx.com within 30 days of the day you first access or use the Services.
If you intend to seek arbitration you must first send written notice to CytomX’s legal department of your intent to arbitrate (“Notice”). The Notice to CytomX should be sent by any of the following means: (i) electronic mail to LegalNotices@Cytomx.com; or (ii) sending the Notice by U.S. Postal Service certified mail to CytomX Therapeutics, Inc., 151 Oyster Point Blvd, Suite 400, South San Francisco, CA 94080-1913, Attention: General Counsel. The Notice must (x) describe the nature and basis of the claim or dispute; and (y) set forth the specific relief sought; and (z) set forth your name, address and contact information. If we intend to seek arbitration against you, we will send any notice of dispute to you at the contact information we have for you.
The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the American Arbitration Association (“AAA”) under its AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes, as modified by these Terms. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by the terms of these Terms. If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. We will reimburse all other AAA filing, administration and arbitrator fees paid by you, unless the arbitrator determines that the arbitration was frivolous or brought for an improper purpose, in which case the payment of all such fees shall be governed by the AAA rules. The arbitration will be conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. For any claim where the potential award is reasonably likely to be $10,000 or less, either you or CytomX may elect to have the dispute resolved through non-appearance-based arbitration.
USE OUTSIDE OF THE UNITED STATES
CytomX controls and operates the Services in the United States. CytomX makes no representation that contents in the Services may be downloaded, viewed or are appropriate for use outside the United States. If you access or otherwise use the Services or its 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.
If you breach any term of these Terms or other agreement with CytomX, CytomX may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. CytomX’s remedies are cumulative and not exclusive. Failure of CytomX to exercise any remedy or enforce any portion of the Terms at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. If any provision of the Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sublicensable by you except with CytomX’s prior written consent. We may transfer, assign or delegate the Terms and its rights and obligations without consent. Users of this Services are responsible for compliance with all applicable regulations and laws. No joint venture, partnership, employment or agency relationship exists between you and CytomX as a result of these Terms of Service or use of the Services.