Terms of Use

1. Permission to Use this Website

Welcome to www.integralmolecular.com (the “Website”), owned and operated by Integral Molecular, Inc. (“Integral”), a Delaware corporation. Please read the following Terms of Use (the “Terms”) carefully. These Terms govern your access to and use of this Website. Your use of the Website constitutes acceptance of these Terms on behalf of yourself or any other legal entity that You represent (collectively, “You”). If You do not agree to be bound to these Terms, You must immediately cease use of this Website.

2. General Terms of Use and Restrictions

Integral hereby grants You a nonexclusive, nonassignable, nontransferable, revocable license to use this Website via an industry-standard web browser, subject to Your acceptance of and compliance with these Terms. You agree not to reproduce, duplicate, copy, distribute, transmit, reverse engineer, sell, trade, resell or exploit for any purpose any portion of this Website without Integral’s prior consent. You may not obscure or remove any notices of proprietary rights on the content of this Website. You may not interfere with or disrupt the integrity or performance of this Website or any content on this Website, submit or transfer any viruses, Trojan horses or other harmful computer code, or employ any scraping, crawling or similar technologies on this Website. You further agree to use this Website in compliance of all applicable laws and regulations.

Integral may, at Integral’s sole discretion, alter or remove content of this Website, restrict access to this Website or discontinue this Website without prior notice or liability. Integral may immediately suspend and/or terminate Your access to this Website at Integral’s sole discretion and without prior notice or liability, for causes including but not limited to: breaches of the Terms by You, security issues, and illegal activities by You. Integral is not responsible for ensuring the compatibility of Your hardware and software necessary for using the Website.

3. Intellectual Property

(1) Integral and Third-Party IP

Unless otherwise specifically noted, images, trademarks, service marks, logos and icons on the Website, including without limitation, Integral Molecular®, MPS Discovery Engine®, MPO Toolbox®, ReadyReceptor®, Membrane Proteome Array™, and their associated logos, are the property of Integral and may not be used without Integral’s prior consent. The content of this Website is protected by intellectual property rights held by Integral, except that any third party content on this Website is owned by those respective third parties. All intellectual property rights are reserved unless expressly granted in a written license.

(2) User Representation and License

In the event that You post any content via this Website, such content is intellectual property owned by You or Your licensors. By posting any content via this Website, You hereby grant Integral a transferable, nonexclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense and create derivative works and compilations incorporating such content. You hereby present and warrant that (1) You are eighteen (18) years of age or older; (2) You have the right and have secured any consent necessary to grant Integral the licenses granted pursuant to these Terms of Use, without infringing third-party intellectual property, privacy or publicity rights; (3) Your access to and use of this Website does not result in a breach of any other agreement or any law or regulation; and (4) all factual information in the content You post is true and accurate.

4. Links to Third Party Sites

This Website may include links to third party sites. Such links do not imply any sponsorship, relationship or affiliation between Integral and such third parties, or adoption or approval of the contents of such third party sites. Integral is not responsible for the contents of such third party sites, or the terms of use or privacy policies of such third party sites. You hereby acknowledge and agree that Integral shall not be liable, directly or indirectly, for any damage or loss arising from Your use of such third party sites.

5. Disclaimer

TO THE MAXIMUM EXTENT ALLOWED BY LAW, THIS WEBSITE IS PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND WITHOUT WARRANTY OF ANY KIND. INTEGRAL HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF ACCURACY, ADEQUACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NON-INFRINGEMENT.

6. Limitation of liability and Sole Remedy

TO THE MAXIMUM EXTENT ALLOWED BY LAW, NEITHER INTEGRAL NOR ANY OF ITS AFFILIATES, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES (COLLECTIVELY, “AFFILIATED PARTIES”) SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR PROFITS, AND LITATION), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THIS WEBSITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE THAT YOU CEASE USING THIS WEBSITE.

7. Indemnity

You agree to indemnify, defend and hold harmless Integral and its Affiliated Parties from and against all losses, expenses, damages and costs (including reasonable attorney fees), arising out of or in any way connected with (1) Your access to or use of this Website, (2) any content You post via this Website, (3) a breach or alleged breach by You of these Terms of Use, (3) Your infringement or misappropriation of any intellectual property rights, (4) any negligent or willful misconduct by You, or (5) any other claim related to Your performance pursuant to these Terms of use.

8. Governing Law and Forum

The Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to its conflict of laws principles. All disputes and matters between the parties arising out of these Terms of Use shall be litigated exclusively before the United States District Court for the Eastern District of Pennsylvania. Any claim by You against Integral, arising out of or relating to Your use of the Website, must be brought within one (1) year after such claim or cause of action arises. The prevailing party will be entitled to reasonable fees of attorneys, accountants and other professionals, and costs and expenses, in addition to any other available relief.

9. Miscellaneous

(1) No Waiver

The failure of Integral hereto to enforce at any time any of these Terms, or any rights in respect thereof, shall in no way be considered to be a waiver or in any way to affect the validity of these Terms of Use.

(2) Severability

If any provision of these Terms of Use is void or unenforceable, the remaining provisions of these Terms of Use will remain binding upon the parties, and the unenforceable provision shall be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.

(3) Assignment

Integral may assign the rights and duties under these Terms of Use to any party or replace the contractually bound entity by way of novation by updating these Terms of Use with the name of another entity, at any time without prior notice to You.

(4) Entire Agreement

These Terms of Use constitute the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, with respect to such subject matter.

(5) Privacy Policy Incorporated Therein

Integral’s Privacy Policy located on this Website is hereby expressly incorporated into this Terms of Use. Effective Date: October 4, 2017