These Terms of Use (“Terms”) govern access to and use of the Minaris Advanced Therapies, LLC’s (“Minaris,” “we” or “us”) website located at minaris.com (the “Site”), including any services we offer on the Site (the “Services”), by Site visitors (“Site Visitors”), individuals or entities (“Clients”) who seek assistance from Minaris regarding end-to-end cell and gene therapy developing, manufacturing and testing, and Clients’ Authorized Users (as defined below) who submit information to Minaris on behalf of a Client. An “Authorized User” of a Client is an individual natural person, whether an employee, business partner, contractor, or agent of a Client who is registered or permitted by Client to use the Minaris Site subject to these Terms. Clients, Site Visitors, and Authorized Users may be referred to in these Terms as “you” and “your” as applicable. For the avoidance of doubt, all references to the “Site” in these Terms also include any Services offered through the Site.
1. Acceptance of Terms.
Please check these Terms periodically for changes. If you do not agree to the Terms, please do not use the Site. By using the Site, you acknowledge that you have read, understand and agree to these Terms. Your continued use of the Site following the posting of any changes to the Terms constitutes acceptance of those changes.
2. Credentials & Passwords.
You agree that at all times you shall keep confidential, maintain, and control all usernames and passwords used to limit your access to the Site, and that you are exclusively responsible for all activities that occur in connection with such usernames and passwords. You agree to immediately notify Minaris of any disclosure to, or use of, any such usernames or passwords by any other individual. Minaris will not be liable for any loss or damage of any kind, under any legal theory, caused by your failure to comply with the foregoing obligations.
3. Privacy Policy.
Any information, including personal information (e.g., your name, address, telephone number, email address), that you transmit to any Site will be used by us in accordance with our Privacy Policy, which can be found here.
4. Eligibility; Use of the Site.
4.1. Eligibility to Use the Site.
By using the Site, you represent and warrant that you are 18 years of age or older and competent to agree to these Terms. The Site is not available for use by children.
4.2. Using the Site on Behalf of a Company or Organization.
If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are competent and authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
4.3. Limited License.
Upon your acceptance of these Terms, you may access and use the Site for your non-commercial personal use, or your internal business purposes (where applicable) and only as expressly permitted in these Terms. You shall not use or permit use of the Site for any illegal purpose or in any manner inconsistent with the provisions of these Terms. If you are or become a direct competitor of Minaris, you may not access or use the Services without Minaris’s explicit, advance written consent, and then you may use only for the purposes authorized in writing. Without limiting the foregoing, you may not: (1) interfere with others’ use of the Site; (2) impair any of the Site’s operations or interfere with or disrupt the servers or networks on which it operates; (3) interfere with Minaris’s exercise of its intellectual property rights; (4) frame or otherwise co-brand the Site or any content on the Site; (5) deep-link to any portion of the Site; or (6) use the Site for any illegal purpose. We reserve the right in our sole discretion to terminate or restrict your use of the Site, without notice, for any or no reason, and without liability to you or any third party. In such event, we may inform your Internet service provider of your activities and take appropriate legal action.
5. Minaris Content.
You acknowledge and agree that the Site contains certain information, such as text, graphics, images, videos, links, and other materials (collectively, “Minaris Content”) that is protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. You agree that as between you and Minaris, Minaris is the owner of Minaris Content. You may not reproduce, distribute, republish, or retransmit any Minaris Content or materials posted on the Site, except as expressly permitted herein. Except as expressly authorized by Minaris herein, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or Minaris Content. Notwithstanding the above, you may print or download one (1) copy of the Minaris Content or materials on the Site on any single computer for your non-commercial use, provided you keep intact all copyright and other proprietary notices. Systematic retrieval of data or other Minaris Content from any Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Minaris is prohibited.
6. Third-Party Sites/Information.
The Site may provide links to, or information gathered from, other sites on the Internet. Minaris makes no representations whatsoever about these sites or this information. The provision of links to, or information gathered from, other sites on the Internet should not imply Minaris’s endorsement of any such sites or any association between Minaris and these other sites’ operators. These sites are not under the control of Minaris, and you acknowledge that Minaris, its affiliates, and its licensors are not responsible for the accuracy, legality, decency, copyright compliance, or any other content of, or gathered from, such sites. You also acknowledge that Minaris, its subsidiaries, its affiliates, and its licensors shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on the content, goods, or services available on or through any sites linked to the Site, or your transmission of information, including personal data, to third parties through such other sites.
7. Posting Guidelines.
Minaris may host message boards, chats, and other public forums on the Site. You agree not to post any (a) defamatory, abusive, profane, threatening, offensive, or illegal materials or information; (b) statements or materials that constitute junk mail, spam, or unauthorized advertising, such as links to commercial products or services, or any political campaigning; or (c) any information or material protected by copyright, trademark, or other proprietary right without the permission of the copyright, trademark, or proprietary right owner. When you post content on the Site or provide information to Minaris, such as reviews or survey feedback, it belongs to you; however, you grant permission to Minaris to use that content in connection with the Site. Accordingly, you grant Minaris a non-exclusive, irrevocable, royalty-free, freely transferable, sublicensable, worldwide right and license to use, host, store, cache, reproduce, publish, display, perform, distribute, transmit, modify, adapt, commercialize, create derivative works of, and otherwise exploit such content in connection with our Site and Services. You represent and warrant that you have all the necessary rights to grant Minaris the foregoing license for all content you submit in connection with the Site and will indemnify Minaris for any breach of this representation and warranty. For the sake of clarity, the foregoing paragraph does not apply to “End-User Data” (defined below), which is provided by Clients, Authorized Users, and End Users in connection with Minaris’s Services.
8. End-User Data.
When you provide information to Minaris about yourself, (“End-User Data”), or authorize an Authorized User to submit End-User Data to Minaris on your behalf, it belongs to you; however, you grant permission to Minaris to use that End-User Data in connection with our Services and in accordance with our Privacy Policy. Accordingly, you grant Minaris an irrevocable, royalty-free, freely transferable, sublicensable, worldwide right and license to use, host, store, cache, reproduce, publish, display, distribute, transmit, modify, adapt, create derivative works of, and otherwise exploit such End-User Data solely in connection with providing the Services in accordance with applicable law and our Privacy Policy. You represent and warrant that you have all the necessary rights to grant Minaris the foregoing license for all End-User Data you submit in connection with the Services and will indemnify us for any breach of this representation and warranty.
9. Minaris Disclaimer of Warranties.
THE SITE, AND ALL CONTENT INCLUDED IN OR AVAILABLE THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, MATERIALS, INFORMATION, AND SERVICES, IS PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITE AND SERVICES ARE PROVIDED WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. MINARIS, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS COMPLETE, ACCURATE, RELIABLE OR CORRECT; THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CONTENT ON THE SITE OR FROM OTHER USERS WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IN ADDITION, ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SITE IS DONE AT YOUR OWN DIRECTION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
10. Limitation of Liability.
Under no circumstances shall Minaris, its affiliates, or its licensors be liable for any consequential damages (including, without limitation, indirect, punitive, incidental, or special damages, damages for loss of profits, goodwill, use, data or, other intangible losses (even if Minaris has been advised of the possibility of such damages) including, without limitation, any that result from: (i) the use of, or inability to use, any Site; (ii) your reliance on advice, information, or other content on the Site; (iii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained, or transactions entered into through or from the Site; (iv) unauthorized access to or alteration of your transmissions or data, including End-User Data; (v) statements or conduct of any third party on the Site; or (vi) any other material relating to the Site. Minaris, its affiliates, and its licensors shall only be liable to the extent of actual damages incurred by you, not to exceed the purchase price received by Minaris for the product or service giving rise to the liability, to the extent permitted by applicable law. This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Minaris has been advised of the possibility of such damage. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, Minaris’s liability in such jurisdictions shall be limited to the extent permitted by law.
11. Indemnity.
You agree to defend, indemnify, and hold Minaris and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees harmless from any claim or demand, including attorneys’ fees, made by any third party that arise from (a) your access to and use of the Site; (b) violation of these Terms by you or your Authorized Users, as applicable; or (c) infringement of any intellectual property or other right of any person or entity by you. Minaris reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Minaris in asserting any available defenses.
12. International Use.
Minaris is headquartered in the United States, and your End User Data may be stored and processed by Minaris in the United States. Site Visitors, Clients, and Authorized Users who access the Site from outside the United States are responsible for compliance with local laws, if and to the extent local laws are applicable. You agree to comply with all applicable laws regarding the collection and transmission of End User Data.
13. Modifications to Service.
Minaris reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site or some or all of the content or services offered through the Site, with or without notice. You agree that Minaris shall not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or some or all of the services offered through it.
14. Severability and Integration.
These Terms, along with Minaris’s Privacy Policy, constitute the entire agreement between you and Minaris with respect to the Site and supersede all prior or contemporaneous communications and proposals, whether oral, written, or electronic, between you and Minaris with respect to the Site. However, if you enter into a separate contract with Minaris for services, the terms of that contract will govern the relationship between the parties regarding those services. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
15. Governing Law.
The Terms will all be governed and construed in accordance with the internal laws of the State of Delaware, without regard to principles of conflict of laws. You agree that any legal action or proceeding between Minaris and you for any purpose concerning the Terms or the parties’ obligations hereunder will be brought exclusively in a federal or state court of competent jurisdiction sitting in New Castle County, Delaware.
16. Contact Information.
If you have any questions or should you need any additional information about issues relating to the Site, please contact us at info.marketing@minaris.com
