Terms of use.

EFFECTIVE: December 13, 2016

PLEASE READ THESE TERMS OF USE CAREFULLY AND IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE TERMS OF USE SET FORTH THE CONTRACTUAL TERMS FOR THE USE OF THE SERVICES; AS THESE TERMS OF USE ARE LEGALLY BINDING ON YOU, IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THESE TERMS OF USE IN THEIR ENTIRETY BEFORE AGREEING TO BE BOUND BY THE TERMS HEREOF.

Welcome to Tactiva Therapeutics, LLC (also referred to as “Tactiva, “we, or “us”). Tactiva provides an online platform that allows users (“Users”) to access information on the company’s technology (collectively, the “Services”); these Services are accessible at www.tactivatherapeutics.com and any other websites through which Tactiva makes the Services available (collectively, the “Site”). If you are using the Site or Services (collectively, the “Platform”), you are contracting with Tactiva and agree to comply with and be legally bound by these Terms of Use. If you accept or agree to be bound by these Terms of Use on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Use, and, in such event, “you” and “your” will refer and apply to that company or other legal entity. These Terms of Use govern your access to and use of the Platform and constitute a binding legal agreement between you and Tactiva. If you do not agree to these Terms of Use, you have no right to obtain information from or otherwise continue using the Platform and must cease your use of the Platform immediately. Failure to use the Platform in accordance with these Terms of Use may subject you to civil and criminal penalties.

I. BASIC TERMS.

A. Service Eligibility.
To be eligible to access the Platform, you must meet the following criteria, and by agreeing to these Terms of Use you hereby affirmatively represent, warrant and covenant to Tactiva that (i) you are at least thirteen (13) years of age or older; (ii) you have full power and authority to agree to these Terms of Use and doing so will not violate any other agreement to which you are a party; (iii) you will not violate any rights of Tactiva or any third party, including, without limitation, intellectual property rights such as copyright or trademark rights; (iv) your use of the Platform is in compliance with any and all applicable laws and regulations; and (v) you agree to provide at your cost all equipment, software, mobile access, and Internet access necessary to use the Platform.

B. Privacy.
All Users should carefully read our full Privacy Policy before using the Platform, which is hereby incorporated into these Terms of Use by reference, and which governs Tactiva’s treatment of any information, including personally identifiable information you submit to us. The Privacy Policy is available here. Each User acknowledges that your submission of any information, statements, data, and content to us is voluntary on your part and that Tactiva may process such information within the terms of the Privacy Policy.

 C. Third-Party Sites.
Tactiva may include links to third-party websites (“Third-Party Sites”) on the Platform. You are responsible for evaluating whether you want to access or use a Third-Party Site, and you should review any applicable terms or privacy policy of a Third-Party Site before using it or sharing any information with it, because you may give the third-party permission to use your information in ways we would not. Tactiva is not responsible for and does not endorse any features, content, advertising, products, or other materials on or available from Third-Party Sites. Accordingly, if you decide to use Third-Party Sites, you do so at your own risk and agree that these Terms of Use do not apply to your use of any Third-Party Site.

 D. Platform Availability.
For as long as Tactiva continues to offer the Platform, Tactiva shall provide and seek to update, improve, and expand the Services and the Platform. As a result, we allow you to access the Platform as it may exist and be available on any given day, and we have no other obligations, except as expressly stated in these Terms of Use. We may modify, replace, refuse access to, suspend, or discontinue the Platform, partially or entirely, for all or part of the Services for you or for all Users in our sole discretion. All of these changes shall be effective upon their posting on the Platform.

II. USER CONDUCT.

 A. Rules of Use.
As a condition to accessing the Platform, each User agrees to abide by these Terms of Use and to strictly observe the following:

  1. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, and regulatory requirements;
  2. Review and comply with our Privacy Policy;
  3. Review and comply with any notices sent by Tactiva concerning the Platform; and
  4. Use the Platform in a respectful manner.

As a condition to accessing the Platform, each User agrees to abide by these Terms of Use and to strictly NOT engage in or do the following:

  1. Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on the Platform except as permitted in these Terms of Use or as expressly authorized by Tactiva;
  2. Reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Platform or any part thereof;
  3. Utilize or copy information, content, or any data you view on or obtain from the Platform to provide any service that is competitive, in Tactiva’s sole discretion, with Tactiva or the Platform;
  4. Imply or state, directly or indirectly, that you are affiliated with or endorsed by Tactiva unless you have entered into a written agreement with Tactiva;
  5. Adapt, modify, or create derivative works based on Tactiva or technology underlying the Platform, in whole or in part;
  6. Remove any copyright, trademark, or other proprietary rights notices contained in or on the Platform;
  7. Remove, cover, or otherwise obscure any form of advertisement included on the Platform;
  8. Collect, use, copy, or transfer any information, including, without limitation, personally identifiable information obtained from Tactiva except as expressly permitted in these Terms of Use or as the owner of such information may expressly permit;
  9. Infringe or use, in any manner, Tactiva’s brand, logos, or trademarks, including, without limitation, using the word “Tactiva” in any business name, email, URL, or otherwise;
  10. Use manual or automated software, devices, scripts robots, or other means or processes to access, “scrape,” “crawl,” or “spider” any web pages or other services contained in the Platform;
  11. Use bots or other automated methods to access the Platform, add or download contacts, send or redirect messages, or perform other similar activities through the Platform, unless explicitly permitted by Tactiva;
  12. Access, via automated or manual means or processes, the Platform for purposes of monitoring the Platform’s availability, performance, or functionality for any competitive purpose;
  13. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Platform;
  14. Attempt to or successfully override any security component included in or underlying the Platform;
  15. Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on the Platform’s infrastructure, including, without limitation, attempting to gain unauthorized access to the Platform, or transmitting or activating computer viruses through or on the Platform;
  16. Interfere, disrupt, or game the Platform, including, without limitation, any servers or networks connected to Tactiva, or Tactiva’s search algorithms;
  17. Recruit or otherwise solicit any User to join third-party services or websites that are competitive to Tactiva without Tactiva’s prior written approval.

 B. Indemnification.
You hereby agree to release, defend, indemnify, and hold Tactiva and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Platform or those conducted on your behalf): (i) your access to or use of the Platform; (ii) your violation or alleged violation of these Terms of Use and/or any other agreement or obligation between you and Tactiva; (iii) your violation of any third-party right, including, without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; and/or (v) any other activity in which you engage on or through the Platform. You will cooperate as fully required by Tactiva in the defense of any claim and Tactiva reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Tactiva.

III. Intellectual Property Matters.

A. Ownership.
The Platform and Collective Content (as hereinafter defined) are protected by copyright, trademark, and other laws of the United States and foreign countries and all Users hereby acknowledge and agree that (i) the Platform and Collective Content, including all associated intellectual property rights, are the exclusive property of Tactiva and its licensors, except as otherwise set forth herein; and (ii) Tactiva reserves all of its intellectual property rights in the Platform and Collective Content, except as otherwise set forth herein. Tactiva logos and other Tactiva trademarks, service marks, graphics and logos used in connection with the Platform are trademarks or registered trademarks of Tactiva in the United States and/or other countries. Other trademarks and logos used in connection with the Platform may be the trademarks of their respective owners. These Terms of Use do not grant you any right or license with respect to any such trademarks or logos. As used herein the following terms shall have meanings assigned to them hereinafter:

“Collective Content” means, collectively, Content and Tactiva Content.

“Content” means text, graphics, images, music, software, audio, video, information, or other materials.

“Tactiva Content” means all Content that Tactiva makes available through the Platform, including any Content licensed from a third party.

B. Limited License.
Subject to your compliance with these Terms of Use, Tactiva grants you a limited, nonexclusive, nontransferable license to access and view any Tactiva Content solely for your personal and noncommercial purposes. You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based on, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms of Use. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Tactiva or its licensors, except for the licenses and rights expressly granted in these Terms of Use.

IV. Disclaimer/Limitation of Liability.

A. Disclaimer.
IF YOU CHOOSE TO USE THE PLATFORM, YOU DO SO AT YOUR SOLE RISK. TACTIVA PROVIDES THE PLATFORM AND ALL ASSOCIATED INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. IF YOU ARE DISSATISFIED OR HARMED BY TACTIVA, THE PLATFORM, OR ANYTHING RELATED TO TACTIVA OR THE PLATFORM, YOU MAY TERMINATE YOUR USE OF THE PLATFORM BY CEASING YOUR USE OF THE PLATFORM AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

TACTIVA MAKES NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

TACTIVA DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR ANY OTHER INFORMATION BY OTHERS. TACTIVA DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, TACTIVA DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE PLATFORM DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

TACTIVA EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY AND ALL USERS.

B. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TACTIVA, ITS AFFILIATES, ITS EMPLOYEES, OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION DATA OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH these terms of use, FROM THE USE OF OR INABILITY TO USE THE PLATFORM, FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TACTIVA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL TACTIVA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, AND YOUR USE OF THE PLATFORM OR INABILITY TO USE THE PLATFORM OR INTERACTIONS WITH ANY OTHER USERS, EXCEED ONE HUNDRED U.S. DOLLARS (US $100.00). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TACTIVA AND YOU, AND YOU HEREBY ACKNOWLEDGE AND AGREE THAT TACTIVA WOULD NOT HAVE ENTERED INTO THESE TERMS OF USE IF THIS PROVISION WAS NOT INCLUDED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

V. MISCELLANEOUS.

A. Severability.
If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.

B. Entire Agreement.
You agree that these Terms of Use and Privacy Policy, which is incorporated by reference, constitute the entire, complete, and exclusive agreement between you and Tactiva regarding the Platform and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy, or precedent, with respect to the subject matter of these Terms of Use.

C. Law and Forum for Legal Disputes.
These Terms of Use or any claim, cause of action or dispute (“claim”) arising out of or related to these Terms of Use and/or your use of the Platform shall be governed by the laws of the State of New York regardless of your country of origin or where you access Tactiva, and notwithstanding of any conflicts of law principles. You and Tactiva agree that all claims arising out of or related to these Terms of Use must be resolved exclusively in courts of the State of New York, County of Erie, or, if it has or can acquire jurisdiction, in the United States District Court for the Western District of New York. Notwithstanding the above, you agree that Tactiva shall be permitted to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

D. Arbitration.
For any dispute you have with Tactiva, you agree to first contact Tactiva and attempt to resolve the dispute with us informally. If Tactiva has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy arising out of or in connection with or relating to these Terms of Use by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules then in effect for the AAA, except for disputes relating to (1) Tactiva’s Content and/or intellectual property rights or (2) violations of the provisions of the Rules of Use set forth above in Section II(A). Unless you and Tactiva agree otherwise, the arbitration will be conducted in the State of New York, County of Erie, and each party will be responsible for paying any AAA filing, administrative, and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses; any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO the Agreement formed by these terms of use, YOU AND TACTIVA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

E. Time Limitation on Claims.
You agree that any claim you may have arising out of or related to your relationship with Tactiva must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

F. Modification.
Tactiva reserves the right, at its sole discretion, to modify the Platform or these Terms of Use at any time and without prior notice. If we modify these Terms of Use, we will post the modification on the Platform or provide you with notice of the modification. We will also update the “Last updated” date at the top of these Terms of Use. By continuing to access or use the Platform after we have posted a modification on the Platform or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Use. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using the Platform.

G. No Informal Waivers, Agreements, or Representations.
Our failure to act with respect to a breach of these Terms of Use by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by these Terms of Use, no representations, statements, consents, waivers, or other acts or omissions by Tactiva shall be deemed legally binding unless documented in a physical writing that is hand signed by a duly appointed officer of Tactiva.

H. No Injunctive Relief.
In no event shall you seek or be entitled to rescission, injunctive, or other equitable relief, or to enjoin or restrain the operation of the Platform, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Platform or any content or other material used or displayed through the Platform.

I. Assignment and Delegation.
You may not assign or delegate any rights or obligations under these Terms of Use. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms of Use, fully or partially without notice to you.

Last updated: December 13, 2016

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