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METABASIS THERAPEUTICS, INC. WEB SITE TERMS
OF USE
AGREEMENT BETWEEN USER AND METABASIS
Welcome to Metabasis’ web site. Metabasis’ web site
is comprised of various web sites and web pages operated by Metabasis
Therapeutics, Inc. (“Metabasis”). These include: www.mbasis.com
as well as other web sites we may add in the future (collectively
the “Metabasis Sites”).
With respect to your access and use of the Metabasis Sites, Metabasis
provides its services to you, subject to the following Terms of
Use (“TOU”), which may be updated by Metabasis 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 Metabasis web sites or services,
you and Metabasis 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, and indicate such agreement
by any access or use of Metabasis Sites and services. If you do
not agree to these TOU, do not access and use the Metabasis Sites
and services.
1. PERMITTED USE. Subject to these TOU, Metabasis
hereby grants you the right to access and use the Metabasis Sites
solely for the following purposes: (i) if you are accessing the
Metabasis Sites as an individual, then any and all use of the Metabasis
Sites is for your personal, non-commercial use only; or (ii) if
you are accessing the Metabasis Sites on behalf of a business entity,
then any and all use of the Metabasis Sites must be for such business
entity’s internal business purposes in connection with the
establishment or continuation of a business relationship with Metabasis.
Metabasis retains all rights with respect to the Metabasis Sites
except those expressly granted to you in this Agreement. Except
as expressly permitted hereunder, you agree not to duplicate, publish,
modify, or otherwise distribute the material on the Metabasis Sites
unless specifically authorized in writing by Metabasis to do so.
You agree not to frame, or assist third parties in framing, any
of the web pages contained in the Metabasis Sites. Such framing
is strictly prohibited under this Agreement. The content and software
on the Metabasis Sites are the proprietary property of Metabasis
and/or its suppliers and partners and are protected by U.S. and
international copyright and other intellectual property laws. Metabasis,
NuMimetic™, HepDirect® and the Metabasis logo are the
trademarks of Metabasis. The names of actual companies and products
listed on the Metabasis Sites may be the trademarks of their respective
owners.
2. LINKS TO THIRD PARTY SITES. The Metabasis Sites
may contain links or produce search results that reference links
to third party web sites (“Linked Sites”). Metabasis
has no control over these Linked Sites or the content within them.
Metabasis 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. Metabasis 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 Metabasis 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 Metabasis 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 info@mbasis.com.
3. NO UNLAWFUL OR PROHIBITED USE. As a condition
of your use of the Metabasis Sites, you warrant to Metabasis that
you will not use the Metabasis Sites for any purpose that is unlawful
or prohibited by these TOU. You agree not to use the Metabasis Sites
in any manner which could damage, disable, overburden, or impair
the Metabasis Sites or interfere with any other party’s use
and enjoyment of the Metabasis 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 Metabasis Sites.
4. 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 Metabasis Sites, by electronic mail or otherwise,
we will treat it as non-confidential and non-proprietary to you.
By posting any content on the Metabasis Sites, you authorize us
to use and allow others to use, distribute, and reproduce the content.
Metabasis 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 Metabasis’
sole discretion.
5. OWNERSHIP OF SUBMITTED CONTENT. You agree that
any and all information and content that you provide to the Metabasis
Sites becomes the exclusive property of Metabasis, and you irrevocably
assign all rights of ownership, including, without limitation, intellectual
property rights, to Metabasis 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.
6. WARRANTY DISCLAIMER. Metabasis does not promise
that the Metabasis Sites will be error-free, uninterrupted, nor
that the Metabasis Sites will provide specific results from your
use of any content, search or link on them. The Metabasis Sites
and all content contained within them are delivered on an “AS
IS” and “AS AVAILABLE” basis. Metabasis does not
warrant or represent that files you download from the Metabasis
Sites will be free of viruses or other harmful features. METABASIS
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR
A PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING BUT
NOT LIMITED TO BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL METABASIS,
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 METABASIS SITES.
IN NO EVENT SHALL METABASIS’ AGGREGATE LIABILITY, OR THE AGGREGATE
LIABILITY OF METABASIS’ AFFILIATES AND PARTNERS, TO YOU FOR
ANY LOSS, DAMAGE OR CLAIM RELATED TO OR ARISING OUT OF THE METABASIS
SITES EXCEED THE GREATER OF THE FOLLOWING: (A) TOTAL AMOUNTS PAID
BY YOU TO METABASIS FOR ACCESSING THIS SITE; OR (B) TEN U.S. DOLLARS
($10.00).
8. 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 Metabasis Sites
in accordance with these TOU.
9. INDEMNITY. You agree to indemnify and hold Metabasis
and its affiliates, partners, 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.
10. DESIGNATED AGENT FOR ALLEGED COPYRIGHT INFRINGEMENT.
Metabasis respects the intellectual property of others, and we ask
you to do the same. If you believe some content on the Metabasis
Sites has been copied in such as way to constitute copyright infringement,
please contact our Designated Agent below:
John Lucas
Vice President, Intellectual Property
Metabasis Therapeutics Inc.
11119 North Torrey Pines Road
La Jolla, California USA 92037
Phone: (858) 587-2770
Fax: (858) 458-3504
email: lucas@mbasis.com
11. GENERAL. This Agreement shall be governed
in all respects by the laws of the State of California, USA without
giving effect to its conflict of laws provisions, or any other provisions
that would result in the application of a different body of law.
Both parties submit to personal jurisdiction by and venue in the
state and federal courts in the State of California, County of San
Diego, USA, and further agree that any cause of action arising under
this Agreement shall be brought in such venue. Notwithstanding the
foregoing, Metabasis 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. Metabasis’
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.
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