Orgenesis owns and operates this web site (“Site”). The Terms and Conditions (“Terms and Conditions”) set forth in this agreement (“Agreement”) govern any use of the publicly accessible portions of the Site. By using the Site, you indicate that you understand and intend these Terms and Conditions to be the legal equivalent of a signed, written contract and equally binding, and that you accept such Terms and Conditions and agree to be legally bound by them.
1.1 Grant of License. Orgenesis grants to you a personal, revocable, nonexclusive and nontransferable license to use this Site conditioned on your continued compliance with this Agreement. Limited portions of the content on the Site may be accessed, printed and downloaded by Orgenesis’ clients, potential clients, and members of the public on an occasional basis for their own internal use. You may not under any circumstances copy, print or download in any medium all or substantially all of the entire content of the site. Unless and except as otherwise expressly permitted by this Agreement, you may not modify, create derivatives of, copy, post, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, mirror, frame, “deep link,” “scrape,” data mine, or otherwise use any information or material obtained from or through this Site. Further, you may not post any content from the Site to forums, newsgroups, list servers, mailing lists, electronic bulletin boards, or other websites, without the prior written consent of Orgenesis, which Orgenesis may withhold in its sole discretion.
Orgenesis may make certain materials on the Site available for download and redistribution, subject to specific limitations and restrictions. For example, Orgenesis currently offers Product Information Brochures (“Brochures”) on the Site. The Brochures may be downloaded by Orgenesis’ clients, potential clients, and members of the public, provided the Brochures are downloaded or printed in hard copy, are copied in their entirety, are not modified, and include all proprietary rights notices. The Brochures may be distributed to no more than 25 individuals, and must be made available free of charge.
1.2 User Representations. You represent and warrant to Orgenesis that you will not use this Site for any purpose that is unlawful or prohibited by these Terms and Conditions, including but not limited to attempting or actually (a) disrupting, impairing or otherwise interfering with the operation or integrity of the Site or circumventing any Site security system; (b) collecting any information about other users of the Site; or (c) systematically extracting data contained in the Site to populate databases for internal or external use.
1.3 Intellectual Property Rights. All material contained on this Site, unless otherwise indicated, is the property of Orgenesis and its content providers and is protected by law including, but not limited to, United States copyright, trade secret, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided in this Agreement, Orgenesis does not grant any express or implied rights to you. The contents of this Site are © 2018, Orgenesis. All rights reserved. Orgenesis also owns a copyright in the Site as a collective work and/or compilation and in any and all databases accessible on the Site. All software used on this Site is the property of Orgenesis or its software suppliers and is protected by United States and international copyright laws. The Orgenesis and Kyslecel™ designs, logos, and any combination of them are respective trade/service marks or trade names of Orgenesis. The Site may also include the product and company names, as well as logos, of third parties. Such third-party designations are the trade/service marks of their respective owners and may not be used without the prior written permission of their respective owners.
1.6 Assumption of Risk. You use the Internet solely at your own risk and subject to all applicable local, state, national, and international laws and regulations. Although Orgenesis has endeavored to create a secure and reliable Site, the confidentiality of any communication or material transmitted to/from this Site over the Internet cannot be guaranteed. Accordingly, Orgenesis is not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information. Orgenesis shall have no liability for interruptions or omissions in Internet, network or hosting services. You assume the sole and complete risk of using this Site.
1.7 Enforcing Security. Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution. For your protection, Orgenesis reserves the right to view, monitor, and record activity on the Site without notice or further permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on the Site. Orgenesis will also comply with all court orders involving requests for such information.
1.8 Links to Other Sites. Orgenesis may describe, reference, or provide links, in its sole discretion, to other information or products or sites on the World Wide Web for your convenience in locating related information and services. Any descriptions of, references to, or links to other products, publications or services does not imply endorsements of any kind, unless expressly stated by Orgenesis. Any such information, products or sites have not necessarily been reviewed by Orgenesis and are provided or maintained by third parties over which Orgenesis exercises no control. In addition, to the extent that they were reviewed by Orgenesis, Orgenesis undertakes no responsibility for continually monitoring such sites; the material at a site when Orgenesis viewed it may differ materially than when you do. Accordingly, Orgenesis expressly disclaims any responsibility for the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third-party sites and Orgenesis expressly disclaims any responsibility if any such third party sites: infringe any third party’s intellectual property rights, are not merchantable or fit for a particular purpose, do not provide adequate security, contain viruses or other items of a destructive nature, or are libelous or defamatory.
1.9 Events Beyond Orgenesis’ Control. You expressly absolve and release Orgenesis from any claim of harm resulting from a cause beyond its control including, but not limited to, the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or software failures, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorism or governmental restrictions.
1.10 DISCLAIMERS. ORGENESIS PROVIDES THIS SITE AND ALL OF ITS CONTENT ON AN “AS IS” BASIS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. ORGENESIS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO YOU OR ANY OTHER PERSON OR ENTITY AS TO THE ACCURACY, RESULTS, TIMELINESS, COMPLETENESS, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SITE OR ANY OF ITS CONTENT. FURTHER, THE INFORMATION AVAILABLE ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. ORGENESIS MAY MAKE MODIFICATIONS AND/OR CHANGES IN THIS SITE OR IN THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES DESCRIBED IN THIS SITE AT ANY TIME, FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE OF THIS SITE AND THE CONTENT IT PROVIDES.
ORGENESIS DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES THIS SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
UNDER NO CIRCUMSTANCES WILL ORGENESIS OR ANY OF ITS SUBSIDIARIES, AFFILIATES, OFFICERS OR DIRECTORS OR ANY OF ITS AGENTS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE OR ITS CONTENT BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM YOUR ACCESS OR USE OF THIS SITE OR THE CONTENT IT PROVIDES, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, FOR LOSS OF DATA, COST OF SUBSTITUTE MATERIALS, PRODUCTS, SERVICES OR INFORMATION, COST OF CAPITAL, AND THE CLAIMS OF ANY THIRD PARTY, OR FOR ANY OTHER REASON WHATSOEVER, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE AND EVEN IF ORGENESIS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
TO THE EXTENT PERMITTED BY LAW, ORGENESIS DISCLAIMS LIABILITY FOR ANY DIRECT DAMAGES BASED ON YOUR ACCESS OR USE OF THE SITE AND ITS CONTENT.
IN ANY EVENT, THE AGGREGATE LIABILITY OF ORGENESIS FOR ANY REASON WHATSOEVER RELATED TO USE OF THIS SITE AND ITS CONTENT SHALL NOT EXCEED $50.00.
1.11 Indemnity. You agree to indemnify and hold harmless Orgenesis, its affiliates, related companies, and all of their officers, directors, employees, shareholders, legal representatives, attorneys, agents, licensors, suppliers, successors and assigns, from and against any damages, liabilities, costs and expenses (including reasonable attorneys’ and professionals’ fees and court costs) arising out of any third-party claims based on or related to your use of this Site or any breach by you or any other person accessing the Site using your Internet account of these Terms and Conditions.
1.12 Submissions. Orgenesis welcomes your feedback and suggestions about how to improve this Site. Any ideas, suggestions, information, know-how, material, or any other content (collectively, “Submissions”) received through this Site, however, will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for Orgenesis to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, display (in whole or part) worldwide, or act on such Submissions without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Submissions. All Submissions may be used at Orgenesis’ sole discretion without any obligation of confidentiality. You expressly acknowledge and agree that you waive any claim to the contrary.
You acknowledge that by providing the ability to view and distribute Submissions, Orgenesis is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability related thereto.
1.13 By submitting Submissions, you represent and warrant that: (a) you are the sole creator and/or author of any Submissions including any intellectual property rights therein, (b) you hereby waive any rights you may have in such Submissions, and (c) all such Submissions are true and accurate. In any event, Orgenesis reserves the right to block or remove communications or materials that it determines to be unacceptable to Orgenesis in its sole discretion.
1.14 Harassment in any manner or form on the Site, including via e-mail, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including an Orgenesis employee, host, or representative, as well as other members or visitors on the Site, is prohibited. You may not upload to, distribute, or otherwise publish through the Site any content which is false, misleading, inaccurate, libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights (including intellectual property rights or rights of publicity or privacy) of any party or which may otherwise give rise to liability or violate any law.
1.15 Governing Law and Forum. This policy shall be governed by the laws of the State of Kentucky, without regard to conflicts of law rules, and the exclusive jurisdiction and venue for any dispute shall be Jefferson County, Kentucky. You agree to submit to the jurisdiction of the state and federal courts in Kentucky for the purposes of any judicial proceedings relating to or arising from this Agreement.
1.16 Term, Termination, Amendments. Orgenesis reserves the right at any time and for any reason to deny you access to the Site or any portion thereof, and to terminate this Agreement without any liability to you or any third party. Termination will be effective without notice. Please note that Orgenesis reserves the right to change the Terms and Conditions under which this Site is made available to you, upon notice, which may be given by Orgenesis posting such modifications on the Site, by email, or any other reasonable way. Your continued access or use of this Site following notice of such modifications will be conclusively deemed acceptance of any changes to this Agreement. You agree that notice of changes to this Agreement posted on the Site, delivered by email, or provided in any other reasonable way, constitutes reasonable and sufficient notice.
Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Terms and Conditions or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Site (or any part thereof), (e) technical or security issues or problems, (f) inactivity, (g) engagement by you in fraudulent or illegal activities, (h) nonpayment of any fees owed by you in connection with the Site, and/or (i) no cause at all.
Termination of your Orgenesis account or access to the Site includes (a) removal of access to all offerings and features on the Site, (b) deletion of your password and all related information, files, and content associated with or inside your account (or any part thereof), and (c) barring of further use of your account and the Site. Further, you agree that all terminations for cause shall be made Orgenesis’ sole discretion and that Orgenesis shall not be liable to you or any third party for any termination of your account or access to the Site, any associated email address, or access to your account.
1.17 Waiver. Failure to insist on strict performance of any of the Terms and Conditions of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by Orgenesis of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
1.18 Nature of Relationship/Severability. No joint venture, partnership, employment, or agency relationship exists between you and Orgenesis as a result of this Agreement or your use of this Site. If any provision of this Agreement is held unenforceable by a court or tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
1.20 Export Control. Software and other materials from this Site may be subject to United States Export Control. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No software from this Site may be downloaded or exported: into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the United States has embargoed goods; or to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.
Orgenesis does not authorize the downloading or exportation of any software or technical data from this Site to any jurisdiction prohibited by the United States Export Control Laws.
1.21 Assignment. Orgenesis may assign its rights and duties under these Terms and Conditions to any party at any time without notice to you.