THESE TERMS CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.
BY ACCESSING OR USING THE SERVICES, YOU AFFIRM THAT:
IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT ACCESS, BROWSE, OR USE THE SERVICES.
1. IMPORTANT DISCLAIMERS
1.1 THE SERVICES ARE INTENDED TO PROVIDE INFORMATION ABOUT GRACELL AND OUR RESEARCH, DEVELOPMENT, AND POTENTIAL COMMERCIALIZATION ACTIVITIES AND INFORMATION REQUIRED BY APPLICABLE LAWS AND REGULATIONS. THE SERVICES ARE IN NO WAY INTENDED TO REPLACE PROFESSIONAL MEDICAL CARE OR ATTENTION BY A QUALIFIED PRACTITIONER. CONTENT (AS DEFINED BELOW) CANNOT AND SHOULD NOT BE USED AS A BASIS FOR DIAGNOSIS OR CHOICE OF TREATMENT.
1.2 NO INFORMATION ON THE SERVICES IS PROVIDED WITH THE INTENTION TO GIVE MEDICAL ADVICE OR INSTRUCTIONS ON THE ACCURATE USE OF GRACELL’S OR ITS LICENSORS' DRUGS OR DRUG CANDIDATES FOR THE TREATMENT OF ANY MEDICAL CONDITION. GRACELL CANNOT ANSWER UNSOLICITED EMAILS REQUESTING PERSONAL MEDICAL ADVICE. USERS SHOULD ALWAYS CONSULT A HEALTHCARE PROFESSIONAL.
2. Changes to these Terms. We will maintain a current, effective copy of these Terms on the Services. You understand and agree that we may change these Terms at any time. If we make material changes to these Terms, we will make reasonable efforts to notify you of such changes (such as posting a notice on the Services or, if you have provided us with your email, sending you an email notification) and, if you have registered an account on the Services, we may ask you to affirmatively consent to the changes at the time of your next account login. Any use of the Services after such date shall constitute your acceptance of such revised terms and conditions. If any change to these Terms is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.
3. SEC Filings and Forward-Looking Statements. The Services may contain forward-looking statements regarding Gracell’s future operating or financial performance, business plans and prospects, and our expectations regarding clinical trials, development timelines, and discussions with regulatory authorities related to drugs and drug candidates under development by us and our collaboration partners. Such statements are based on Gracell’s current expectations and are subject to certain factors, risks and uncertainties that may cause actual results to differ materially from those referred to or implied in such statements, including without limitation those identified in Gracell’s filings with the U.S. Securities and Exchange Commission ("SEC"), which are available through Internet links contained on the Site at “Investors—Financial Information—SEC Filings.” The information presented on the Services is believed to be current as of the date of its original publication. We do not intend to update any forward-looking statements after such date to conform these statements to actual results or to changes in our expectations, except as required by applicable law. Please note that while our filings with the SEC are available on through Internet links contained on the Services, no information or Content contained on or through the Services is incorporated by reference into or considered to be part of such filings, unless otherwise noted therein.
4. Eligibility. To be eligible to use the Services, you must be at least 18 years of age and have legal capacity to agree to these Terms, and your use of the Services must not violate any applicable law or regulation in the jurisdiction in which you reside. No one under the age of 18 is permitted to use the Services. However, parents and legal guardians who are otherwise eligible to use the Services may use the Services to obtain information for or on behalf of their children under the age of 18.
6. Our Ownership of the Services. You expressly acknowledge and agree that, other than User Data (defined below), Gracell and its affiliates, licensors and partners and their respective successors and assigns (collectively, “Gracell and Related Parties") retain sole and exclusive ownership of all worldwide right, title and interest, including all copyrights, patent rights, trade secret rights, and other intellectual property and proprietary rights, in and to the Services, including all Content, data, information, reports, software, tools, links and resources comprised in the Services or provided through the Services, as well as all technologies used by Gracell to provide and operate the Services. Other than a limited license to use as provided in Section 7 below, you have and acquire no other right or license with respect to the Services or any portion or component thereof. Unless expressly authorized by applicable law or in writing by Gracell, you may not copy, reproduce, publicly perform or display, transmit, modify or otherwise create derivative works from, sell, distribute, or otherwise make unauthorized use of the Services or any portion or component thereof. Any unauthorized use of the Services or any portion or component thereof is strictly prohibited and may result in civil and/or criminal penalties. Gracell and Related Parties reserve all rights not expressly granted herein. There are no implied rights or licenses granted to you under these Terms.
6.1 Content. This Services contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content"). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws.
6.2 Trademarks. The trademarks, service marks, and logos of Gracell (the “Gracell Trademarks") used and displayed on this Services are registered and unregistered trademarks or service marks of Gracell or its subsidiaries or affiliates. Other company, product, and service names located on the Services may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Gracell Trademarks, the “Trademarks").
6.3 Copyrights. You should assume that all Content is copyrighted unless otherwise noted and may not be used without the express written permission of Gracell. Except as expressly provided above, nothing contained herein shall be construed as conferring any license or right under any Gracell or third-party copyright.
We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
9. Limitation of Liability; Disclaimer of Warranties.
9.1 NO WARRANTIES OR REPRESENTATIONS. GRACELL AND RELATED PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE GRACELL AND RELATED PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SERVICES AND THE CONTENT AT YOUR OWN RISK. GRACELL AND RELATED PARTIES DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR FREE OR THAT THE SERVICES, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICES OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO GRACELL PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
9.2 AS IS; AS AVAILABLE. THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE GRACELL AND RELATED PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
9.3 LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY GRACELL PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, OR DAMAGES INCURRED ARISING FROM THE PURCHASE OR USE OF THIRD-PARTY SUPPLIED INFORMATION, PRODUCTS, AND SERVICES) RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH GRACELL PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.4 STATE LIMITATIONS. SOME U.S. STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IN SUCH STATES, THE LIABILITY OF THE GRACELL AND RELATED PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9.5 RESIDENTS OF NEW JERSEY. IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS 9.1 ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
10. Indemnification; Hold Harmless. You agree to defend, indemnify, and hold harmless the Gracell and Related Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms or your access to, use or misuse of the Content or Services. Gracell shall provide notice to you of any such claim, suit, or proceeding. Gracell reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Gracell’s defense of such matter.
11. LIMITATION ON TIME TO FILE CLAIMS. YOU AGREE THAT ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE AGAINST GRACELL ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES OR ANY INFORMATION PROVIDED THROUGH THE SERVICES, MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OR BE PERMANENTLY BARRED.
12. Note to International Users. These Services are controlled by Gracell Biotechnologies Inc. Gracell makes no representation that the Content and Services are appropriate or available for use in locations outside of the United States. Accessing the Services from territories where such content, information or other materials are illegal is prohibited. Those who choose to access these Services from locations outside of the United States do so on their own initiative and are responsible for compliance with local laws.
13. Linked Services. The Services contains links to third-party websites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. Links to External Sites are not a referral or endorsement of any other entity, item, or service. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster of External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
15. Termination of the Terms. Gracell reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms and your access to all or any part of the Services or the Content at any time and for any reason without prior notice or liability. Gracell reserves the right to change, suspend, or discontinue all or any part of the Services or the Content at any time without prior notice or liability. Sections 1, 6, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17, and 18 survive the termination of these Terms.
16. Compliance with Laws. You are solely responsible for ensuring compliance with the laws of your specific jurisdiction. You expressly agree to comply with any applicable export restrictions under any applicable export control laws and not to export or re-export any of the Content to countries or persons prohibited under such export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
17. U.S. Government Restricted Rights. The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Services or Content by the U.S. Government constitutes acknowledgement of our proprietary rights in the Services and Content.
18. General Legal Terms.
18.1 Governing Law. This Terms is governed by the laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of New York and County of New York.
18.2 Severability. If any provision of this Terms is found to be unlawful, invalid or unenforceable by any court having competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Terms, which shall remain in full force and effect.
18.3 No Waiver. Failure of Gracell to act on or enforce any provision of the Terms shall not be construed as a waiver of that provision or any other provision in these Terms. No waiver shall be effective against Gracell unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
18.4 Entire Agreement. Except as expressly agreed by Gracell and you, these Terms constitutes the entire agreement between you and Gracell with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. A printed version of these Terms and of any related notice given in electronic form shall be admissible in arbitral, judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Gracell is not liable for protection of privacy of email or other information transferred through the Internet or any other network that you may use.
18.5 Successors and Assigns. Gracell may assign its ownership, control, or other rights to any party at any time without notice to you. These Terms will inure to the benefit of our successors, assigns, licensees, and sublicensees.
18.6 Electronic Notices. You agree that, where applicable, we may send you notice via email to the email address you have provided, and we are not responsible for your failure to receive notice if email is quarantined by your email security system (e.g., “junk” or “spam” folder) or if you fail to update your email address. You also agree that we may send you notice through the Services.
18.7 Section Headings. The section headings are provided merely for convenience and shall not be given any legal import. 37.