AGREEMENT BETWEEN USER AND CHIMERIX
Welcome to www.chimerix.com, a website comprised of various web pages operated by Chimerix, Inc. (“Chimerix”) or its Affiliates (“Affiliates”), as well as other websites we may add in the future (collectively the “Chimerix Sites”).
With respect to your access and use of the Chimerix Sites, Chimerix provides its services to you, subject to the following Terms and Conditions of Use (“TOU”), which may be updated by Chimerix from time to time without notice to you, and which updates become effective when posted. You are responsible for regularly reviewing these terms and conditions.
In addition, when using particular Chimerix websites or services, you and Chimerix shall be subject to any posted guidelines or rules applicable to such Sites or services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into these TOU. In the event that any of the terms, conditions, and notices contained herein conflict with such guidelines or rules, then these TOU shall control.
You agree to be bound by these TOU, and indicate such agreement by any use of Chimerix Sites and services. If you do not agree to these TOU, do not access and use the Chimerix Sites and services.
1. PERMITTED USE.
Subject to these TOU, Chimerix hereby grants you the right to access and use the Chimerix Sites. Unless otherwise specified herein, or agreed-upon by Chimerix, the Chimerix Sites are for your personal, non-commercial use only. Chimerix retains all rights with respect to the Chimerix Sites except those expressly granted to you in this Agreement. You agree not to duplicate, publish, modify, or otherwise distribute the material on the Chimerix Sites unless specifically authorized in writing by Chimerix to do so. You agree not to frame, or assist third parties in framing, any of the web pages contained in the Chimerix Sites. Such framing is strictly prohibited under this Agreement. The content and software on the Chimerix Sites are the proprietary property of Chimerix and/or its suppliers and Affiliates and are protected by U.S. and international copyright and other intellectual property laws. You may not “meta-search” the Chimerix Sites. The names of actual companies or organizations listed on the Chimerix Sites may be the trademarks of their respective owners.
We want your personal information to remain as secure as reasonably possible. Data security. We employ various physical, electronic and procedural measures, including education and training of our personnel, designed to provide personal information with the highest reasonable protection possible from loss, misuse or unauthorized access, disclosure, alteration or destruction. The security measures we use to protect all personal information are designed to meet or exceed industry standards to prevent intruders from gaining access. Although we will make adequate and reasonable efforts to protect personally identifying information from loss, misuse or alteration by third parties, you should be aware that there is always some risk that an unauthorized third party could intercept an Internet transmission, or that thieves will find a way to thwart our security systems.
3. LINKS TO THIRD PARTY SITES.
The Chimerix Sites may contain links or produce search results that reference links to third party websites (“Linked Sites”). Chimerix has no control over these Linked Sites or the content within them. Chimerix cannot and does not guarantee, represent, or warrant that the content contained in the Linked Sites, including, without limitation other links, is accurate, legal, and/or inoffensive. Chimerix does not endorse the content of any Linked Site, nor do we warrant that a Linked Site will not contain computer viruses or other harmful code that can impact your computer or other web access device. By using the Chimerix Sites to search for or link to another site, you agree and understand that such use is entirely at your own risk, and that you may not make any claim against Chimerix for any damages or losses whatsoever resulting from such use. Please be aware, however, that, other than the websites controlled by Chimerix, we do not endorse or recommend these Sites’ content or services. However, if you experience a problem with a Linked Site, please let us know at firstname.lastname@example.org, and we will investigate the link and take appropriate action.
Chimerix may partner with other companies to provide you with content or services on a joint or “co-branded” basis. At a co-branded site, you will see both the Chimerix logo and the logo of the co-branded partner displayed on your screen. To access the services available on a co-branded site you may have to complete an online registration form, and this registration information may be shared with our co-branded partners. You should read the individual privacy policies of the co-branded Sites, as these may differ in some respects from ours. Reading these policies will help you to make an informed decision about whether to provide your information to a given site. Remember, you may always opt-out of sharing your information with a partner site by choosing not to use the service or content provided by the co-branded site.
4. NO UNLAWFUL OR PROHIBITED USE.
As a condition of your use of the Chimerix Sites, you warrant to Chimerix that you will not use the Chimerix Sites for any purpose that is unlawful or prohibited by these TOU. You agree not to use the Chimerix Sites in any manner that could damage, disable, overburden, or impair the Chimerix Sites or interfere with any other party’s use and enjoyment of the Chimerix Sites. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Chimerix Sites.
5. OWNERSHIP OF SUBMITTED CONTENT.
You agree that any and all information and content that you provide to the Chimerix Sites becomes the exclusive property of Chimerix, and you irrevocably assign all rights of ownership, including, without limitation, intellectual property rights, to Chimerix upon submission of the information and content. You represent and warrant that you are the owner of such information and content and are authorized to make such assignment of rights.
6. WARRANTY DISCLAIMER.
Chimerix does not promise that the Chimerix Sites will be error-free, uninterrupted, nor that the Chimerix Sites will provide specific results from your use of any content, search or link on them. The Chimerix Sites and all content contained within them are delivered on an “AS IS” and “AS AVAILABLE” basis. Chimerix does not warrant or represent that files you download from the Chimerix Sites will be free of viruses or other harmful features. Chimerix does not warrant that the functions contained in this website are free of computer viruses or other harmful components. Although the content of this website is updated periodically, Chimerix does not have a duty to update information contained in this website, and Chimerix will not be liable for any failure to update such information. Chimerix does not assume any responsibility or liability for the accuracy, completeness, reliability or usefulness of the information disclosed or accessed through this website. It is your responsibility to verify any information contained in this website before relying upon it. Chimerix disclaims all warranties, express or implied, including any implied warranties of merchantability, noninfringement, and fitness for a particular purpose. You understand and agree that any and all use of the Chimerix Sites is solely at your own risk. You are encouraged to confirm the information contained herein with other sources, and to review the information carefully with your professional healthcare provider. Chimerix is not engaged in rendering medical or similar professional services or advice via this website, and the information provided is not intended to replace medical advice offered by a physician. If you desire or need such services or advice, you should consult a professional healthcare provider. You should not construe Chimerix’s publication of this content as an endorsement by Chimerix of the views expressed herein, or any warranty or guarantee of any strategy, recommendation, treatment, action or application of medication or preparation made by the author of the content.
7. LIMITATION OF LIABILITY.
Under no circumstances, including but not limited to reliance by any party on any content obtained through the use of the website, or that arises in connection with mistakes or omissions in, or delays in transmission of, information to or from the user, interruptions in telecommunications connections to the website or viruses, whether caused in whole or in part by negligence, acts of god, telecommunications failure, theft or destruction of, or unauthorized access to the website, or related information or programs, will Chimerix, or its Affiliates, be liable for any indirect, special, punitive, or consequential damages (including lost profits) that arise out of or are related to your use of the Chimerix Sites. In no event shall Chimerix’s aggregate liability, or the aggregate liability of Chimerix’s Affiliates, to you for any loss, damage or claim related to or arising out of the Chimerix Sites exceed the greater of the following: (a) total amounts paid by you to Chimerix for accessing this site; or (b) ten U.S. dollars ($10.00).
8. ADDITIONAL REPRESENTATIONS AND WARRANTIES.
You represent, warrant, and covenant that (a) you have the power and authority to enter into this Agreement; (b) you are at least eighteen (18) years of age; and, (c) you will only use the Chimerix Sites in accordance with these TOU.
You agree to indemnify and hold Chimerix and its Affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorney’s fees, arising from or related to your breach of this Agreement, or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
10. DESIGNATED AGENT FOR ALLEGED COPYRIGHT INFRINGEMENT.
Chimerix respects the intellectual property of others, and we ask you to do the same. If you believe some content on the Chimerix Sites has been copied in such a way to constitute copyright infringement, please contact our designated agent below:
2505 Meridian Parkway, Suite 100
Durham, NC 27713
Attn: Michael Alrutz
11. INTELLECTUAL PROPERTY RIGHTS.All content of this website is protected by United States and foreign copyright laws. You may not copy, modify, upload, download, post, transmit, republish or distribute any of the content, including without limitation the code, contained in this website without our prior written permission except for your own personal, non-commercial purposes. Except as provided in the preceding sentence, nothing contained in this website shall be construed as granting a license or other rights under any patent, trademark, copyright or other intellectual property of Chimerix or any third party. Unauthorized use of any Chimerix trademark, service mark or logo may be a violation of federal and state trademark laws.
12. LOCATION AND GOVERNING LAW.
This website is operated by Chimerix from its offices in Durham, NC, USA. The law of the state of North Carolina shall govern these TOU, without reference to its choice of law rules. Chimerix makes no representation that the information in the website is appropriate or available for use in other locations, and access to the Chimerix website from territories where the content of the Chimerix website may be illegal is prohibited. Those who choose to access the Chimerix website from other locations do so on their own initiative and are responsible for compliance with applicable local laws.
These TOU shall be governed in all respects by the laws of the State of North Carolina without giving effect to its conflict of laws provisions. Both parties submit to personal jurisdiction by and venue in the state and federal courts in the State of North Carolina, County of Durham, and further agree that any cause of action arising under these TOU shall be brought in such venue. Notwithstanding the foregoing, Chimerix may, at any time, seek injunctive or other equitable relief, wherever it deems appropriate, to protect or enforce its rights under this Agreement. If any provision of these TOU is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Chimerix’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. These TOU and the terms and conditions contained herein sets forth the entire understanding and agreement between us with respect to the subject matter hereof, and supersedes any prior or contemporaneous understanding whether in written or oral form.
14. PRIVACY AND DISCLOSURE OF INFORMATION.