AGREEMENT BETWEEN USER AND CHIMERIX
Welcome to www.chimerix-inc.com, a web site comprised of various web pages operated by Chimerix, Inc. ("Chimerix") or its affiliates ("Affiliates"), as well as other web sites we may add in the future (collectively the "Chimerix Sites").
In addition, when using particular Chimerix web sites 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 terms 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.
2. LINKS TO THIRD PARTY SITES. The Chimerix Sites may contain links or produce search results that reference links to third party web sites ("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. However, if you experience a problem with a Linked Site, please let us know at [email@example.com], and we will investigate the link and take appropriate action.
3. 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.
4. 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.
5. 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 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.
6. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT OR NEGLIGENCE, 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).
7. 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.
8. INDEMNITY. 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.
9. 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 as way to constitute copyright infringement, please contact our designated agent below: Chimerix, Inc.
11149 North Torrey Pines Road
La Jolla, CA 92037
Attn: Kevin Anderson
10. GENERAL. These TOU shall be governed in all respects by the laws of the State of California 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 California, County of San Diego, 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.