Terms of Use

TransCelerate Terms of Use

TransCelerate Biopharma Inc. (“TransCelerate”) aims to simplify and accelerating the delivery of innovative medicines to patients. This document sets forth the terms and conditions of use (“Terms of Use”) under which you (to whom we refer in these Terms of Use, together with other users, as “You” or “Your”) may Use this Website.

Acceptance of Privacy Policy and Terms of Use

For purposes of these Terms of Use, by any accessing, browsing, using, or downloading of, or registration for (collectively “Use”), any content, material, information, data, or services contained on, located at, or accessed via http://www.transceleratebiopharmainc.com/ (the “Website”), You acknowledge that You have read, understood, and agree to be bound by these Terms of Use in full. You must agree to these Terms of Use to Use the Website. If You do not agree to these Terms of Use, You may not Use the Website. If You are a federal, state, county, or municipal official, administrator, employee, agent, or other professional acting on behalf of one or more governmental agencies, departments, or offices, by Using the Website You are agreeing to these Terms of Use on Your own behalf and on behalf of such other entities and individuals on whose behalf You are acting.

TransCelerate uses information that You provide only as permitted by its Privacy Policy, any authorizations provided by You, and/or applicable law. By accessing and using the Website, You acknowledge receipt of, and signify Your agreement to the Privacy Policy, which is incorporated herein by reference. .

No Unlawful or Prohibited Use

As a condition of Your Use of this Website, You agree that You will not Use this Website for any purpose that is unlawful or prohibited by these Terms of Use. You also agree to reimburse TransCelerate for any damage, loss, cost or expense TransCelerate incurs (including fees or costs of attorneys, accountants, professional advisors, and other experts incurred in connection with the defense or settlement of the foregoing) because of Your Use of the Website for an unlawful or prohibited purpose.

Use of the Website

TransCelerate hereby grants You a limited license to access and make personal use of this Website, but not to download (other than page caching) or modify it, or any portion of it, except with express written consent of TransCelerate (as when a whitepaper is offered for downloading only). This license does not include any resale or commercial use of this Website; any collection and use of any listings, descriptions, or prices; any derivative use of this Website or its content; or any use of data mining, robots, or similar data gathering and extraction tools. This Website or any portion of this Website may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of TransCelerate. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of TransCelerate without TransCelerate’s express written consent. You may not use any meta-tags or any other “hidden text” utilizing any of Owner’s name(s) or service marks without the express written consent of their owners. We (or the respective third party owners of Content) retain all right, title, and interest in this Website and any Content, features, Products and Services offered on this Website, including any and all intellectual property rights. We (or the respective third party owners of Content) reserve all rights not expressly granted. Any unauthorized use terminates the permission or license granted by TransCelerate.

No commercial use or redistribution of any content, materials, or information contained on or offered through the Website is permitted, unless expressly specified in a prior agreement between You and TransCelerate.

Copyright and Proprietary Rights

Subject to the provisions of these Terms of Use relating to the ownership of personalized data, the Website is the property of TransCelerate and is protected by United States and international copyright laws. All copyright, trademark, patent, and other proprietary rights on this Website and in the software, text, graphics, design elements, audio, music, and all other materials originated or used by TransCelerate or its Service Providers on this Website (“Website Content“) are reserved to TransCelerate and any other owners who have granted TransCelerate the right and license to use such Website Content. Unless otherwise specified on the Website in connection with specific content, You may not reproduce, upload, post, transmit, download, or distribute any part of the Website Content or information accessed at other sites through links made at this Website (“Other Sites“) other than printing out or downloading portions of the text and images for Your own personal, non-commercial use.

You may not modify this Website, Other Sites, or any material residing on such sites, except as specifically instructed or allowed in such sites. You shall observe copyright and other restrictions imposed by Other Sites. You may not Use this Website or Other Sites in any manner that infringes on the rights of any person or entity.

The names of actual companies and products mentioned herein may be the trademarks of their respective owners. All trademarks, service marks, trade dress, product names, company names or logos, whether registered or not, on the Website or Website Content are the property of their respective owners. In addition to complying with all applicable laws, You agree that You will not use any such trademarks, service marks, trade dress, or other indicia from the Website without the prior written authorization of TransCelerate or the owner of such intellectual property.

Any rights not expressly granted herein are reserved.

Liability Disclaimer

THE WEBSITE CONTENT, INFORMATION, SOFTWARE, PRODUCTS, AND INFORMATION PUBLISHED ON THIS WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION ON THIS WEBSITE. TRANSCELERATE, TRANSCELERATE’S MEMBERS, AFFILIATES, AND/OR TRANSCELERATE’S SUPPLIERS AND LICENSORS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THIS WEBSITE AT ANY TIME.

TRANSCELERATE, ITS MEMBERS, AFFILIATES, AND/OR RESPECTIVE SUPPLIERS AND LICENSORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE WEBSITE CONTENT, INFORMATION, SOFTWARE, AND DATA CONTAINED ON OR LOCATED AT THE WEBSITE FOR ANY PURPOSE. ALL SUCH WEBSITE CONTENT, INFORMATION, SOFTWARE, PRODUCTS, AND DATA ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TRANSCELERATE, ITS MEMBERS, AFFILIATES, AND/OR RESPECTIVE SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE WEBSITE CONTENT, INFORMATION, SOFTWARE, PRODUCTS, AND DATA, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. TRANSCELERATE AND ITS MEMBERS MAKE EVERY EFFORT TO PROTECT YOUR SECURITY, BUT, BECAUSE THE INTERNET IS AN INSECURE MEDIUM, NEITHER TRANSCELERATE, NOR ITS MEMBERS, AFFILIATES, OR SUPPLIERS MAKE ANY REPRESENTATION OR WARRANTY THAT ANY TRANSACTION CONDUCTED THROUGH THIS WEBSITE WILL NECESSARILY BE SECURE.

IN NO EVENT SHALL TRANSCELERATE, ITS MEMBERS, AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS AND LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEBSITE OR WITH THE DELAY OR INABILITY TO USE THIS WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, AND DATA OBTAINED THROUGH THIS WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ANY OF TRANSCELERATE, ITS MEMBERS, AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS AND LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF TRANSCELERATE’S MEMBERS, AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS AND LICENSORS FOR ANY DAMAGES ARISING OUT OF OR RELATED TO ANY DEFAULT HEREUNDER, REGARDLESS OF THE FORM OF THE ACTION, EXCEED $100. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE TRANSCELERATE DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE WEBSITE.

General

Choice of Law; Venue: These Terms of Use, as well as the Privacy Policy referenced herein, shall be governed by, and construed and enforced in accordance with, the laws of the State of Georgia, U.S.A., without regard to its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. You hereby consent to this choice of law, and to the exclusive jurisdiction and venue of the state and federal courts residing in New Castle County, Delaware, for all disputes arising out of or relating to these Terms of Use and/or to the Use of this Website. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

No Joint Venture: You agree that no joint venture, partnership, employment, or agency relationship exists between You and TransCelerate, Service Providers, or any of TransCelerate’s affiliates or suppliers as a result of these Terms of Use or Use of the Website.

Subject to Law: TransCelerate’s performance of these Terms of Use, or the Privacy Policy referenced herein, is subject to existing laws and legal process, and nothing contained in these Terms of Use is in derogation of TransCelerate’s right to comply with law enforcement requests or requirements relating to Your Use of this Website or information provided to or gathered by TransCelerate with respect to such Use.

Severability: If any part of these Terms of Use, or the Privacy Policy referenced herein, is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use, or the referenced Privacy Policy, shall continue in effect.

Waiver: Any waiver (express or implied) by either party of any breach of these Terms of Use, or the Privacy Policy referenced herein, shall not constitute a waiver of any other or subsequent breach.

Agreement Structure: Except as otherwise specified in the “Acceptance of Privacy Policy and Terms of Use” section above, these Terms of Use, and the Privacy Policy referenced herein, constitute the entire agreement between You and TransCelerate with respect to Your Use of the Website and supersede any and all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between You, TransCelerate, and/or TransCelerate’s Service Providers with respect to this Website, including prior versions of these Terms of Use and the associated Privacy Policy. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Reservation of Rights: Any rights not expressly granted herein are reserved by TransCelerate.

No Editorial Control of Third Party Content; No Statement as to Accuracy: To the extent that any of the Website Content is provided by third party content providers, TransCelerate has no editorial control or responsibility over such content. Therefore, any opinions, statements, products, services or other information expressed or made available by third party suppliers on this Website are those of such third party suppliers. TransCelerate does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party, or represent or warrant that Your Use of such content or referenced content will not infringe rights of third parties not owned by or affiliated with us.

Links to Third Party Sites: This Website may contain hyperlinks to other sites owned and operated by parties other than us. Such hyperlinks are provided only for ready reference and ease of use. TransCelerate does not control such websites and cannot be held responsible for their content or accuracy and do not endorse these sites unless TransCelerate specifically so states. In the event this Website provides hyperlinks to other websites that are not owned, operated or maintained by us, You acknowledge and agree that TransCelerate is not responsible for and are not liable for the content, products, services or other materials on or available from such websites. TransCelerate accepts no liability for any information, products, advertisements, content, services or software accessible through these third party websites or for any action You may take as a result of linking to any such website. Any such websites are likely to set forth specific terms of use and privacy policies that You should review. TransCelerate is under no obligation to maintain any link on this Website and may remove a link at any time in TransCelerate’s sole discretion for any reason whatsoever. TransCelerate shall not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any such website. TransCelerate is not responsible for the privacy practices of any other websites.

Disclaimer: Content and other information contained on this Website has been prepared by the TransCelerate as a convenience to its users and is not intended to constitute advice or recommendations upon which a user may rely. TransCelerate has used reasonable efforts in collecting, preparing and providing quality information and material, but make no warranty or guarantee about the accuracy, completeness, or adequacy of the content or other information contained in or linked to this Website or any other website maintained by us. Users relying on content or other information from this Website do so at their own risk.

Notices: Any notices to You from TransCelerate regarding the Website or these Terms of Use will be posted on this Website or made by e-mail.

Electronic Communications: When You send e-mails to TransCelerate or otherwise communicate with TransCelerate electronically via the Website (collectively, “Submissions”), You consent to receive communications from TransCelerate electronically. TransCelerate will communicate with You by e-mail or other electronic means. You agree that all agreements, notices, disclosures and other communications that TransCelerate provides to You electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by TransCelerate electronically are deemed to be given and received on the date TransCelerate transmits any such electronic communication as described in these Terms of Use. TransCelerate does not claim ownership of the Submissions. However, by posting, uploading, inputting, providing or submitting a Submission, You are granting TransCelerate, its affiliated companies, and any necessary Service Providers permission to use such Submission internally in connection with the operation of their internet businesses. No compensation will be paid with respect to the use of any Submission, as provided herein. TransCelerate is under no obligation to use any Submission You may provide and may cease using any Submission at any time in TransCelerate’s sole discretion. By providing a Submission You warrant and represent that You own or otherwise control all of the rights to such Submission as described in this section, including, without limitation, all the rights necessary for You to provide, post, upload, input or submit such Submission.

Monitoring Electronic Communications: TransCelerate has no obligation to monitor any Submission. However, TransCelerate reserves the right to Submissions and to remove or delete such materials in its sole discretion. TransCelerate reserves the right to terminate your access to any or all of the communication functions accessed via the Website at any time without notice for any reason whatsoever.

Service Providers: For purposes of these Terms of Use, and the Privacy Policy referenced herein, “Service Provider” shall mean any person or company with whom TransCelerate has entered into a legal arrangement for joint provision of or shared responsibility for provision of (i) the Website, (ii) any products or services provided pursuant to a Services Agreement, or (iii) any products or services provided to any customer or potential customer of TransCelerate for any purpose.

Remedies: You agree that any violation, or threatened violation, by You of these Terms of Use, or the referenced Privacy Policy, constitutes an unlawful and unfair business practice that will cause TransCelerate irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to TransCelerate obtaining any injunctive or equitable relief that TransCelerate deems necessary or appropriate. These remedies are in addition to any other remedies TransCelerate may have at law or in equity.

Changes to the Terms of Use

TransCelerate may update these Terms of Use from time to time at its sole discretion. Any changes to these Terms of Use will be posted on the Website. TransCelerate encourages You to periodically review these Terms of Use for updates and changes. Your continued Use of the Website after such changes are made shall constitute an agreement by You to be bound by the modified Terms of Use in full.

Contact TransCelerate about TransCelerate’s Privacy Policy and Terms of Use

If You have any questions or concerns about these Terms of Use, the Privacy Policy, or other TransCelerate policies relating to Use of the Website, please contact the TransCelerate webmaster at Info@TransCelerateBioPharmaInc.com or send a letter to:

Director of Communications

TransCelerate BioPharma Inc.

709 Swedeland Rd.

c/o GSK, Mail Stop UW2103

King of Prussia, PA 19406

These terms of use were last updated and posted on April 3, 2015.

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