Please review this Web Site User Agreement (“Agreement’) carefully. This Agreement governs your use of the ToConceive web site. This agreement exempts ToConceive (“ToConceive”) and other persons from liability or limits their liability and contains other important provisions to which you should review. Every time you access the web site, you acknowledge and signify that you have read, understood and agreed to be bound by this Agreement. We ask that you not use the web site if you do not agree with any of the provisions of this Agreement each time you access it. Every time you access the web site, the text of this Agreement as it then reads will govern your use. Accordingly, we ask that you review any changes since the last revision each time you access the site.
Acceptance of this agreement
This Agreement is between you and ToConceive and governs your use of the web site. Each time you access the web site you signify your acceptance and agreement, as well as acceptance and agreement of any person you purport to represent (and for purposes of this Agreement, “person” includes any type of incorporated or un-incorporated entity), without limitation or qualification, to be bound by this Agreement and you represent and warrant that you have the legal authority to agree to and accept this Agreement on behalf of yourself and any other person you purport to represent. If you do not agree with each provision of this Agreement, or you are not authorized to agree to accept this Agreement, or you do not have the legal authority to agree to accept this Agreement, you may not use the web site.
Revisions to this agreement
You are not entitled to change, supplement, or amend this Agreement in any manner whatsoever. ToConceive may, in its sole discretion, change, supplement or amend this Agreement as it relates to your future use of the web site from time to time, for any reason, and without any notice or liability to you or any other person, by posting a revised Agreement on the web site.
Permitted users and access
Persons may not use the web site in jurisdictions where access to or use of the web site or any part of it may be illegal or prohibited. The web site is not to be used by children under the age of thirteen (13) and may only be used by persons under the age of majority under prescribed state/provincial law with the consent of the parent/guardian of the user. It is solely your responsibility to determine whether your use of the site is lawful, and you must comply with all applicable laws.
Misprints, errors and uncertainties
ToConceive endeavors to provide current and accurate information on the web site. However, misprints or other errors may occur. Accordingly, ToConceive reserves the right to change the content on the web site at any time and from time to time without any notice or liability to you or any other person. In addition, statements contained on the web site, including those pertaining to scientific or clinical research, commercialization plans, strategic alliances, and intellectual property protection, other than statements of historical fact, may be forward looking statements subject to a number of uncertainties that could cause actual results to differ materially from statements made. These include, among other things, risks associated with the success of research and development programs, the regulatory approval process, competition, and financing capability.
No advice or solicitation
THE WEBSITE IS FOR CONVENIENCE AND INFORMATIONAL PURPOSES ONLY. THE WEB SITE IS NOT INTENDED TO BE A COMPREHENSIVE OR DETAILED STATEMENT CONCERNING MATTERS ADDRESSED OR ADVICE OR RECOMMENDATIONS. YOU SHOULD SEEK PROFESSIONAL ADVICE OR RECOMMENDATIONS BEFORE ACTING OR OMITTING TO ACT BASED UPON ANY INFORMATION PROVIDED ON OR THROUGH THE WEB SITE.
Disclaimer, liability, exclusion, liability limitation, release and indemnity
ToConceive strives to make our use of the web site an enjoyable experience. Nevertheless, ToConceive and its service providers (“Providers”) do not accept any liability for your use of the web site. For this reason, the following provisions apply to your use and access of the web site:
YOUR USE OF THE WEB SITE IS AT YOUR OWN RISK. THE WEB SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICLAR PURPOSE, PERFORMANCE OR DURABILITY, ALL OF WHICH ARE HEREBY DISCLAIMED BY MIRACULINS AND THE PROVIDERS TO THE FULLEST EXTENT PROVIDED BY LAW. YOU (AND NOT ToConceive OR THE PROVIDERS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION TO ANY COMPUTER OR OTHER EQUIPMENT ARISING FROM, CONNECTED WITH, OR RELATING TO YOUR USE OF THE WEB SITE. THE OPERATION OF THE WEB SITE MAY BE AFFECTED BY NUMERSOUS FACTORS BEYOND ToConceive’s CONTROL. THE OPERATION OF THE WEB SITE MAY NOT BE CONTINUOUS, UNINTERRUPTED OR SECURE. SECURITY AND PROVACY RISKS CANNOT BE COMPLETELY ELIMINATED.
TOCONCEIVE IS UNDER NO OBLIGATION WHATSOEVER TO VERIFY THE IDENTITY OF USERS OF THE WEB SITE.
THROUGH YOUR USE OF THE WEB SITE, YOU MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH OTHER PERSONS. ALL SUCH TRANSACTIONS ARE AT YOUR OWN RISK. TOCONCEIVE IS NOT A PARTY TO ANY SUCH TRANSACTIONS AND DISCLAIMS ANY AND ALL LIABILITY REGARDING ALL SUCH TRANSACTIONS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TOCONCEIVE AND ITS PROVIDERS MAKE NO REPRESENTATION, WARRANTY OR CONDITION THAT: THE WEB SITE WILL BE COMPATIBLE WITH YOUR COMPUTER AND RELATED EQUIPMENT AND SOFTWARE; THE WEB SITE WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR WILL BE FREE OF ERRORS OR THAT ERRORS WILL BE CORRECTED; THE INFORMATION AVAILABLE ON OR THROUGH THE WEB SITE WILL BE ACCURATE, COMPLETE, SEQUENTIAL, OR TIMELY; CERTAIN OR OTHER RESULTS MAY BE OBTAINED THROUGH THE USE OF THE WEB SITE; THE USE OF THE WEB SITE, INCLUDING THE BROWSING AND DOWLOADING OF ANY INFORMATION, WILL BE FREE OF VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS; THE USE OF THE WEB SITE WILL NOT INFRINGE THE RIGHTS (INCLUDING THE INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; AND TOCONCEIVE AND ITS PROVIDERS DISCLAIM ANY AND ALL LIABILITY REGARDING SUCH MATTERS TO THE FULLEST EXTENT PERMITTED BY LAW.
TOCONCEIVE AND ITS PROVIDERS WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OF USE, LOSS OF PRODUCTION, LOSS OF INCOME OR PROFITS (ANTICIPTATED OR OTHERWISE), LOSS OF MARKETS, ECONOMIC LOSS, LOSS OF REPUTATION, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OR PUNATIVE DAMAGES, ADVERSE HEALTH EFFECTS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE WEB SITE BY YOU OR ANY OTHER PERSON, AND REGARDLESS OF NEGLIGENCE OR OTHER FAULT OR WRONG DOING BY TOCONCEIVE OR ANY PROVIDER OR ANY PERSON FOR WHOM TOCONCEIVE OR ITS PROVIDERS ARE RESPONSIBLE, AND NOTWITHSTANDING THAT MIRACULINS OR ITS PROVIDERS MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED BY YOU OR ANY OTHER PERSON.
YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE EACH OF TOCONCEIVE AND ITS PROVIDERS AND ALL OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS EMPLOYEES, INFORMATION PROVIDERS, SERVICE PROVIDERS, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL THER RELATED, ASSOCIATED, OR CONNECTED PERSONS FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE AND KIND WHATSOEVER AND HOWSOEVER ARISING, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER EXISTS, WHICH ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE WEB SITE.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS EACH OF TOCONCEIVE AND ITS PROVIDERS AND ALL OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, SERVICE PROVIDERS, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS (COLLECTIVELY THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITIES, EXPENSES AND COSTS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL FEES AND EXPENSES, INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM OR DEMAND ARISING OUT OF, RELATED TO, OR CONNECTED WITH YOUR USE OF THE WEB SITE OR YOUR BREACH OF THIS AGREEMENT. YOU WILL ASSIST AND COOPERATE AS FULLY AS REASONABLY REQUIRED BY THE INDEMNIFIED PARTIES IN THE DEFENSE OF ANY SUCH CLAIM OR DEMAND. ADVICE OR INFORMATION PROVIDED BY TOCONCEIVE OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, WILL NOT CREATE ANY REPRESENTATION, WARRANTY OR CONDITION OR VARY OR AMEND THIS AGREEMENT, INCLUDING THE ABOVE DISCLAIMER, LIABILITY EXCLUSION, LIABILITY LIMITATION, RELEASE AND INDEMNITY PROVISIONS, AND YOU MAY NOT RELY UPON ANY SUCH ADVICE OR INFORMATION.
The exclusion of certain warranties and the limitation of certain liabilities are prohibited by legislation is some jurisdictions. Such legislative limitations may apply to you. The disclaimer, liability exclusion, liability limitation, release, and indemnity provisions in this Agreement survive indefinitely after the termination of this Agreement.
Termination of this agreement and the web site
If you breach any provision of this Agreement, you may no longer use the web site. ToConceive, in its sole discretion, may change, suspend, terminate, temporarily or permanently, the web site or any part of it or any of its features at any time, for any reason without any notice or liability to you or any other person. ToConceive may at any time and for any reason, with or without cause, and in its sole discretion, immediately suspend or terminate (in whole or in part) your permission to use the web site, all without any notice or liability to you or any other person.
If this Agreement, or your permission to use the web site, is terminated by you or by ToConceive for any reason, this Agreement will nevertheless continue to apply and be binding upon you in respect of your prior use of the web site.
Ownership and permitted use of the web site
The web site and all information (in text, graphical, video and audio forms), images, icons, software, design, applications and other elements available on or through the website are the property of ToConceive, its Providers and/or others, and are protected by domestic and international copyright, trademark, and other laws. Your use of the web site does not transfer to you any ownership or other rights in the web site or its content. You may only use the web site in a manner described specifically in this Agreement.
The web site may not be used for any purpose not expressly permitted in this Agreement. In particular, except as expressly stated otherwise in this Agreement, the web site may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, or distributed in any way, in whole or in part, without the express prior written consent of ToConceive.
You may not use any of the software that is used in the operation of the web site except while you are using the web site. You may not reproduce, copy, duplicate, sell, or resell any part of the web site (including the software used in the operation of the web site) or access to the web site.
The web site is made available to you for your lawful use only. You may access and browse the web site using commercially available, SSL-capable web browser software. You may print or download the pages of the web site for your personal use provided that you do not modify any of the web site pages or other content and you do not remove or alter any visible or non visible identification, marks, notices or disclaimers.
Personal information privacy
Trade mark information
ToConceive is a trade-mark and trade-name owned by Callitas Therapeutics, Inc. Other product and company names and logos appearing on the web site may be registered or un-registered trade-names, trade-marks and service-marks of their respective owners.
Any use of trade-names, trade-marks, service-marks and logos (collectively the “Marks”) displayed on the web site, except as expressly provided in this Agreement, is strictly prohibited. Nothing appearing on the web site or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Marks displayed on the web site.
Third party web sites
The web site may include advertisements for, and links to, other web sites or resources and businesses operated by third-parties. Third-party web sites are independent from ToConceive, and ToConceive has no responsibility or liability for or control over third-party web sites, their businesses, goods, services, or content. Links to third-party web sites are provided solely for your convenience. ToConceive does not sponsor or endorse any third-party web sites or their content or the goods or services available through those other web sites. Your use of third-party web sites and your dealings with the owners or operators of third party web sites is at your own risk, and you shall not make any claim against ToConceive arising out of your use of any third-party web site or your dealings with the owners or operators of any third-party web site.
Governing law and dispute resolution
The web site is controlled by Callitas Therapeutics from Vancouver, British Columbia, Canada. This Agreement, your use of the web site, and all related matters are governed solely by the laws of the Province of Manitoba, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws. Any dispute between Callitas Therapeutics and you or any other person arising from, connected with or relating to the web site, this Agreement or any related matters must be resolved before the Courts of British Columbia sitting in the City of Victoria, British Columbia, Canada, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those Courts in respect of any such dispute or matter. Any claim or cause of action you may have arising from, connected with, or relating to your use of the web site, this Agreement, or any related matter must commence in a Court of competent jurisdiction in the City of Winnipeg, Manitoba, Canada within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred, regardless of any statue or law to the contrary.
Callitas Therapeutics can be contacted using any of the following methods:
187 Pavilion Parkway
Newport, Kentucky 41071
If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of this Agreement and shall not affect the validity and enforceability of any remaining provisions. The provisions of this Agreement will ensure to the benefit of and be binding upon each of Callitas Therapeutics and its Providers and each of their respective successors and assigns and related persons and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without the express prior written consent of Callitas Therapeutics, which may be withheld in Callitas Therapeutics’s sole discretion. Callitas Therapeutics may assign this Agreement and its rights and obligations under this Agreement without your consent. No waiver, express or implied, by either party of any breach of or default under this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any proceeding or subsequent breach or default.
You and Callitas Therapeutics are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement or your use of the web site.
The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language.
Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s’y rapportent soient rediges en anglais.
Any rights not expressly granted by this Agreement are reserved to Callitas Therapeutics.