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AGREEMENT BETWEEN USER AND CYLENE PHARMACEUTICALS Welcome to Cylene Pharmaceuticals. Cylene Pharmaceuticals is comprised of various web sites and web pages operated by Cylene Pharmaceuticals or its business partners ("Partners"). These include: cylenepharma.com and quadrome.com, as well as other web sites we may add in the future (collectively the "Cylene Sites").With respect to your access and use of the Cylene Sites, Cylene Pharmaceuticals provides its services to you, subject to the following Terms of Use ("TOU"), which may be updated by Cylene Pharmaceuticals 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 Cylene Pharmaceuticals web sites or services, you and Cylene Pharmaceuticals 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. If you do not agree to these TOU, do not access and use the Cylene Pharmaceuticals Sites and services. 1. PERMITTED USE. Subject to these TOU, Cylene Pharmaceuticals hereby grants you the right to access and use the Cylene Sites. Unless otherwise specified herein, or agreed-upon by Cylene Pharmaceuticals, the Cylene Sites are for your personal, non-commercial use only. Cylene Pharmaceuticals retains all rights with respect to the Cylene Sites except those expressly granted to you in this Agreement. You agree not to duplicate, publish, modify, or otherwise distribute the material on the Cylene Sites unless specifically authorized in writing by Cylene Pharmaceuticals to do so. You agree not to frame, or assist third parties in framing, any of the web pages contained in the Cylene Sites. Such framing is strictly prohibited under this Agreement. The content and software on the Cylene Sites are the proprietary property of Cylene Pharmaceuticals and/or its suppliers and Partners and are protected by U.S. and international copyright and other intellectual property laws. Cylene is the trademark of Cylene Pharmaceuticals. The names of actual companies and products listed on the Cylene Sites may be the trademarks of their respective owners. 2. LINKS TO THIRD PARTY SITES. The Cylene Sites may contain links or produce search results that reference links to third party web sites ("Linked Sites"). Cylene Pharmaceuticals has no control over these Linked Sites or the content within them. Cylene Pharmaceuticals 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. Cylene Pharmaceuticals 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 Cylene 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 Cylene Pharmaceuticals 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 webmaster@cylenepharma.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 Cylene Sites, you warrant to Cylene Pharmaceuticals that you will not use the Cylene Sites for any purpose that is unlawful or prohibited by these TOU. You agree not to use the Cylene Sites in any manner which could damage, disable, overburden, or impair the Cylene Sites or interfere with any other party's use and enjoyment of the Cylene 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 Cylene Sites. 4. USE OF CYLENE PHARMACEUTICALS COMMUNITY SERVICES. If you participate in any chat rooms, bulletin boards, or other forum (collectively "Community Services") within the site, you agree that any information, including without limitation discussion posts, chat posts, web links, advertisements, articles, white papers, and reviews, posted by you: (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent; (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene or contain child or other pornography; (g) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for Cylene Pharmaceuticals, or cause us to lose (in whole or in part) the services of our ISPs or other suppliers and Partners; and (i) shall not link directly or indirectly to links you do not have a right to link to or include. Cylene Pharmaceuticals has no obligation to monitor the Community Services. However, Cylene Pharmaceuticals reserves the right to review materials posted to a Community Service and to remove any materials in its sole discretion. Cylene Pharmaceuticals reserves the right to terminate your access to any or all of the Community Services at any time without notice for any reason whatsoever. Cylene Pharmaceuticals does not control or endorse the content, messages, or information found in any Community Service, and, therefore, Cylene Pharmaceuticals expressly disclaims any liability with regard to the Community Services and any action resulting from your participation in the Community Services. All such participation is solely at your own risk. 5. PRIVACY AND DISCLOSURE OF INFORMATION. We believe that your privacy and the privacy of all our users is important. Please review our Privacy Policy. If you post any content to the Cylene Sites, by electronic mail or otherwise, we will treat it as non-confidential and non-proprietary to you. By posting any content on the Cylene Sites, you authorize us to use and allow others to use, distribute, and reproduce the content. Cylene Pharmaceuticals reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in Cylene Pharmaceuticals's sole discretion. 6. OWNERSHIP OF SUBMITTED CONTENT. You agree that any and all information and content that you provide to the Cylene Sites becomes the exclusive property of Cylene Pharmaceuticals, and you irrevocably assign all rights of ownership, including, without limitation, intellectual property rights, to Cylene Pharmaceuticals 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. 7. WARRANTY DISCLAIMER. Cylene Pharmaceuticals does not promise that the Cylene Sites will be error-free, uninterrupted, nor that the Cylene Sites will provide specific results from your use of any content, search or link on them. The Cylene Sites and all content contained within them are delivered on an "AS IS" and "AS AVAILABLE" basis. Cylene Pharmaceuticals does not warrant or represent that files you download from the Cylene Sites will be free of viruses or other harmful features. CYLENE PHARMACEUTICALS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. 8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL CYLENE PHARMACEUTICALS, OR ITS AFFILIATES AND PARTNERS, 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 CYLENE SITES. IN NO EVENT SHALL CYLENE PHARMACEUTICALS'S AGGREGATE LIABILITY, OR THE AGGREGATE LIABILITY OF CYLENE PHARMACEUTICALS'S AFFILIATES AND PARTNERS, TO YOU FOR ANY LOSS, DAMAGE OR CLAIM RELATED TO OR ARISING OUT OF THE CYLENE SITES EXCEED THE GREATER OF THE FOLLOWING: (A) TOTAL AMOUNTS PAID BY YOU TO CYLENE PHARMACEUTICALS FOR ACCESSING THIS SITE; OR (B) TEN U.S. DOLLARS ($10.00). 9. 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 Cylene Sites in accordance with these TOU. 10. INDEMNITY. You agree to indemnify and hold Cylene Pharmaceuticals and its Partners, 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. 11. DESIGNATED AGENT FOR ALLEGED COPYRIGHT INFRINGEMENT. Cylene Pharmaceuticals respects the intellectual property of others, and we ask you to do the same. If you believe some content on the Cylene Sites has been copied in such as way to constitute copyright infringement, please contact our Designated Agent below: Thomas J. Farrell 12. GENERAL. This Agreement 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 this Agreement shall be brought in such venue. Notwithstanding the foregoing, Cylene Pharmaceuticals 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 this Agreement 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. Cylene Pharmaceuticals'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. This Agreement 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. |
| © 2008 Cylene Pharmaceuticals | Terms of Use | Privacy Policy |
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