Effective Date: 5/21/2013
Last Updated Date: 5/21/2013
Introduction and Eligibility
Binding Agreement. These Terms constitute a binding agreement between you and Academic Drug Discovery Consortium (“ADDC,” “we,” “us”). “You” and “users” shall mean all visitors to the Site. You accept these Terms each time you access the Site. If you do not accept these Terms, you must not use the Site.
Revisions to Terms. We may revise these Terms at any time by posting an updated version. You should visit this page periodically to review the most current Terms, because you are bound by them. Your continued use of the Site after a change to these Terms constitutes your binding acceptance of these Terms.
The terms “post” and “posting” as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the Site.
The “Site” means any website, mobile application, or Internet service under ADDC’s control, whether partial or otherwise, in connection with providing the services provided by ADDC. The Site provides an online platform that facilitates collaboration and exchange of knowledge amongst academic drug discovery scientists to accelerate the development of new therapeutics to enhance the lives of patients.
Eligibility to Use the Site
Children. No part of the Site is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS The SITE AT ANY TIME OR IN ANY MANNER.
Agent of a Company, Entity, or Organization. If you are using the Site on behalf of a company, entity, or organization (collectively “Organization”), then you represent and warrant that you:
- are an authorized representative of that Organization;
- have the authority to bind that Organization to these Terms; and
- agree to be bound by these Terms on behalf of that Organization.
You are responsible for any activity resulting from the use of your log-in credentials on the Site.
You represent and warrant that the information you provide to the ADDC upon the licensing of the Site and at all other times will be true, accurate, current, and complete.
Your Log-In Credentials. To use the Site, you will have log-in information, including a username and password. Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your access credentials, you agree to use reasonable efforts to prevent unauthorized access to or use of the Site and to preserve the confidentiality of your username and password, and any device that you use to access the Site.
You agree to notify us immediately of any breach in secrecy of your log-in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify the ADDC by e-mail to firstname.lastname@example.org. You will be solely responsible for the losses incurred by the ADDC and others due to any unauthorized use of your account.
You agree to receive email from us at the email address you provided to us for customer service-related purposes.
Electronic Notices. By using the Site or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Site. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Site or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at .email@example.com
ADDC’s Content Ownership and Use
The contents of the Site include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other ADDC content (collectively, “ADDC Content”). All ADDC Content and the compilation (meaning the collection, arrangement, and assembly) of all ADDC Content are the property of ADDC or its licensors and are protected under copyright, trademark, and other laws.
License to You. We authorize you, subject to these Terms, to access and use the Site and the ADDC Content solely for the personal use of the Site, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the ADDC Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original ADDC Content on any copy you make of the ADDC Content.
ADDC Marks. Academic Drug Discovery Consortium, the ADDC logo, and other ADDC logos and product and service names are or may be trademarks of ADDC (the “ADDC Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the ADDC Marks.
Intellectual Property Rights and Our License to Use It
You, or the people who allow you to use their content, own all of the content you post using the Site. However, we may use it for any purpose, including in our marketing materials. We may also modify your content to make it work better.
It is very important that you have permission to use other people’s content or they may be able to sue you for violating their legal rights.
ADDC Claims No Ownership. The Site may provide you with the ability to create, post, or share content (“Your User Content”). You agree that you will not post Your User Content that is contrary to the ADDC mission, which may be updated from time to time. ADDC claims no ownership or control over Your User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through the Site. You are responsible for protecting those rights. ADDC reserves the right to refuse to accept, post, display, or transmit any User Content in its sole discretion. There are two categories of Your User Content. You may post computer files containing educational materials (“Educational Materials”). All other content you post, including comments and reviews, is “Other User Content”.
Control of Educational Materials. We may provide you with access controls to manage how other users can access Educational Materials. For example, we may provide you with the ability to post Educational Materials as “view only” or “downloadable.” We are not responsible for individuals who bypass these access controls and access Educational Materials in ways not selected by you.
Waiver of Copyright Infringement Claims. We will comply with our Copyright Policy described below to remove User Content that potentially infringes your rights under copyright law. You agree that your sole remedy in the event a user posts such infringing User Content is that we may remove the User Content from the Site. You agree not to sue or otherwise seek damages or another remedy against such user for copyright infringement or related claims for User Content posted on the Site. This waiver does not limit your rights for copyright infringement that occurs off the Site.
You Acquire No Ownership of Others’ Content. You understand and agree that you will not obtain, as a result of your use of the Site, any right, title, or interest in or to such content delivered via the Site or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content.
You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the content posted by you on or through the Site or otherwise have the right to grant the license set forth in these Terms, (ii) the posting and use of Your User Content on or through the Site does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the posting of Your User Content on the Site does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the Site. You also acknowledge and agree that Your User Content is non-confidential and non-proprietary.
The Site contains content from users and other ADDC licensors. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Site.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the Site infringe your copyright, you (or your agent) may send ADDC a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
- Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works);
- Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow ADDC to locate the material on the Site;
Your name, address, telephone number, and email address (if available);
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send ADDC a counter-notice.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent to 855 North Wolfe Street, Suite 270, Baltimore, MD 21205 (firstname.lastname@example.org). Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.
Suggestions and Submissions
We appreciate hearing from our users and welcome your comments regarding the Site. Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials (“creative ideas”), we shall:
- own, exclusively, all now known or later discovered rights to the creative ideas;
- not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and
- be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
User Content Disclaimers, Limitations, and Prohibitions
We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by users (“User Content”). You accept that any reliance on material posted by other users or third-party service providers will be at your own risk. By using the Site you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.
You are solely responsible for Your User Content on the Site. ADDC does not endorse any, nor is it responsible for, User Content on the Site. You assume all risks associated with Your User Content, including anyone’s reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, Your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.
You agree to use the Site only for its intended purpose. You must use the Site in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Site are prohibited. You may not:
- attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Site, user accounts, or the technology and equipment supporting the Site;
- frame or link to the Site without permission;
- use data mining, robots, or other data gathering devices on or through the Site;
- post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
- disclose personal information about another person or harass, abuse, or post objectionable material;
- sell, transfer, or assign any of your rights to use the Site to a third party without our express written consent;
- post advertising or marketing links or content, except as specifically allowed by these Terms;
- use the Site in an illegal way or to commit an illegal act in relation to the Site or that otherwise results in fines, penalties, and other liability to ADDC or others; or
- access the Site from a jurisdiction where it is illegal or unauthorized.
Consequences of Violating These Terms
We reserve the right to suspend or terminate your account and prevent access to the Site for any reason, at our discretion. We reserve the right to refuse to provide the Site to you in the future.
ADDC may review and remove any User Content at any time for any reason, including for activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Site.
You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Site.
Changes to the Site. We may change, suspend, or discontinue any aspect of the Site at any time, including hours of operation or availability of the Site or any feature, without notice or liability.
User Disputes. We are not responsible for any disputes or disagreements between you and any third party you interact with using the Site. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release ADDC of all claims, demands, and damages in disputes among users of the Site. You also agree not to involve us in such disputes. Use caution and common sense when using the Site.
Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Site. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Site. Use the Site at your own risk.
Third-Party Websites Applications. The Site may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.
Third-Party Functionality. The Site may allow you to use third-party content and functionality, such as the Google search box. You use such content or functionality subject to such third parties’ terms and conditions.
We make no promises and disclaim all liability of specific results from the use of the Site.
Released Parties Defined. “Released Parties” include ADDC and its affiliates, officers, employees, agents, partners, and licensors.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE SITE IS AT YOUR SOLE RISK, AND THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SITE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE SITE WILL MEET YOUR REQUIREMENTS, (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE SITE WILL MEET YOUR EXPECTATIONSAND, AND (iv) ANY ERRORS IN THE SITE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
LIMITATION OF LIABILITY AND INDEMNIFICATION
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADDC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE SITE; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SITE OR YOUR USE OF ADDC CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.
You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any ADDC Content, or (iii) your breach of these Terms. We shall provide notice to you promptly of any such claim, suit, or proceeding.
These Terms constitute the entire agreement between you and ADDC concerning your use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.
Arbitration, Class Waiver, and Waiver of Jury Trial
These Terms and the relationship between you and ADDC shall be governed by the laws of the state of Maryland without regard to its conflict of law provisions. You and ADDC agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Site under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in Baltimore City in the state of Maryland. You covenant not to sue ADDC in any other forum.
You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Site or these Terms:
- YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
- YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
- YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.
Academic Drug Discovery Consortium, Inc.
855 North Wolfe Street, Suite 270
Baltimore, MD, 21205