Effective: October 20, 2015
Before accessing and using the Website, please read these Terms carefully because they constitute a legal agreement between Clementia and you. BY ACCESSING AND USING THE WEBSITE, YOU AFFIRM THAT: (a) YOU HAVE READ AND UNDERSTAND THESE TERMS; (b) YOU WILL COMPLY WITH THE TERMS; AND (c) YOU ARE AT LEAST THE AGE OF LEGAL MAJORITY IN YOUR PLACE OF RESIDENCE AND OTHERWISE LEGALLY COMPETENT TO ENTER INTO CONTRACTS. If you do not agree to any of these Terms, please do not use the Website.
2. Modification of Terms
The Effective Date of these Terms is set forth above. From time to time, we may amend or supplement these Terms. We will provide you with advance written notice of material changes to these Terms. Your continued use of the Website after the Effective Date constitutes your acceptance of the amended Terms. The amended Terms supersede all previous versions of or agreements, notices or statements about the Terms.
The Website, including any information, graphic, artwork, text, video clip, audio clip, trademark, logo, service mark and/or other content provided on, in or via the Website (collectively, “Content”) are owned by Clementia or its licensors and protected under both United States and foreign copyright, trademark and other laws.
Clementia grants to you, subject to your acceptance of these Terms, a personal, nonexclusive, nontransferable and limited license (without the right to sublicense) to access and use the Website and download, print and/or copy Content solely for your own use and subject to these Terms.
Nothing contained herein, or due to your use of the Website, should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to Clementia’s trademarks, logos or service marks (“Marks”), patents, trade secrets or other intellectual property embodied in the Website. Unauthorized use of any of the Marks or Clementia’s other intellectual property may violate law. All rights not expressly granted herein are reserved by Clementia.
Unless Clementia provides you with written authorization to do so, you may not:
(b) change any of the notices about copyright, trademarks or other intellectual property rights that may be part of the Content; or
(c) “deep link” to the Website or any part thereof (i.e., link to any page other than the home page).
YOUR USE OF THE CONTENT IS SOLELY AT YOUR OWN RISK.
4. Permitted Use
You may use the Website for lawful purposes only. You may not use the Website in any manner that could damage, disable, overburden or impair Clementia’s servers or networks or interfere with any other party’s use and enjoyment of the Website.
You may not attempt to gain unauthorized access to Clementia’s systems or networks through hacking, password mining or any other means. Without limiting any of the foregoing, you agree that you shall not and you agree not to encourage or allow any third party to:
(b) uploading, posting or otherwise transmitting of any files which may contain viruses, Trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or which may impose or contain other contaminating or destructive properties;
(c) use the Website, including posting or transmitting any of its Content for advertising or commercial purposes;
(d) use the Website in any manner that infringes upon the legal rights of any other person (including privacy and personality rights, copyrights, moral rights and other intellectual property rights);
(e) use the Website in any manner (i) that is unlawful, threatening, libelous, defamatory or obscene, (ii) that may harm, threaten, harass, abuse or intimidate any other person or in any other way involve pornographic or profane material or any material that constitutes or encourages criminal conduct or that violates any law, or (iii) dilutes or depreciates the name and reputation of Clementia, any Marks, partners, licensors, content providers, service providers or contractors thereof, as applicable;
(f) reformat, frame or “mirror” any portion of the Website; or
(g) use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of the Website.
5. No Medical Advice
The Content, including all medically-related information, is for informational purposes only. Please confirm all Content with other sources and with your physician and professional health care providers. Clementia does not warrant or guarantee any treatment, therapy, medication, device, diagnosis, action, recommendation, or strategy of any author or other person available through the Websites.
CONTENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE PROVIDER BECAUSE OF SOMETHING YOU MAY HAVE READ THROUGH THE WEBSITE. DO NOT USE THE WEBSITE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL A HEALTH CARE PROFESSIONAL AND 911.
6. No Warranties
Information contained in the Website is not exhaustive and all information provided on the Website is for general and illustrative purposes only.
All content, products, and services on the Website, or obtained from a website to which the Website is linked (a “linked site”) are provided to Users “as is” without warranty of any kind either express or implied. Clementia specifically disclaims all warranties and conditions of any kind, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, freedom from defects, uninterrupted use and all warranties implied from any course of dealing or usage of trade. Clementia makes no warranty as to the accuracy, completeness, currency or reliability of the Website. Clementia does not warrant that (a) the Website will meet your requirements, (b) operation of the Website will be uninterrupted or virus- or error-free or (c) errors will be corrected. Any oral or written advice provided by Clementia or its agents does not and will not create any warranty.
Clementia does not endorse and is not responsible for (a) the accuracy or reliability of any opinion, advice or statement made through the Website by any party other than Clementia, (b) any content provided on linked sites or (c) the capabilities or reliability of any product or service obtained from a linked site.
Other than as required under applicable law, under no circumstance will Clementia be liable for any loss or damage caused by reliance on information obtained through the site or a linked Website, or reliance on any product or service obtained from a linked site.
Clementia does not guarantee the availability of the Website and reserves the right to terminate, change, suspend or discontinue any aspect of the Website, in its sole discretion, and without notice.
7. Limitation of Liability
The Website is the official website of Clementia. No other website that may claim to represent Clementia is authorized to do so and Clementia shall not be held liable in any way for such website.
YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. CLEMENTIA SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE WEBSITE, EVEN IF CLEMENTIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH THE USE OF THE WEBSITE, ANY LINKED WEBSITE OR THAT ARISES IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF INFORMATION TO OR FROM YOU, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE WEBSITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, THIRD PARTIES, UNAUTHORIZED OR UNPERMITTED ACCESS TO THE WEBSITE OR DUE TO ANY OTHER REASON.
IF FOR ANY REASON THE DISCLAIMERS OF WARRANTIES SET FORTH IN SECTION 6 OR THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 7 IS/ARE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN CLEMENTIA’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES HEREUNDER SHALL BE LIMITED TO $500.
The foregoing disclaimer of liability will not apply to the extent prohibited by applicable law.
You acknowledge and agree that the above limitations of liability, together with the other provisions in these Terms that limit liability, are essential terms and that Clementia would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Without limitation, Clementia and Clementia Representatives (as hereinafter defined) shall not be liable for any personal injury, including death, caused by the User’s use or misuse of the Website.
You agree to defend, indemnify and hold harmless Clementia and affiliates and their respective officers, directors, employees, agents and licensees from any and all liability including costs, expenses, the costs of enforcing any right to indemnification hereunder and any insurance provider and attorneys’ fees brought against Clementia by any third party arising out of or are related to your violation of these Terms or use of the Website. Clementia reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. No settlement that affects the rights or obligations of Clementia may be made without Clementia prior written approval.
9. Data Privacy and Protection
10. Geographic Restrictions
The Website is based in the district of Montreal, province of Quebec, Canada and is provided for access and use only by persons located in Canada and the United States. You acknowledge that you may not be able to access the Website outside of Canada or the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Website from outside Canada or the United States, you are responsible for compliance with local laws.
By agreeing to these Terms, you explicitly agree that any claims or actions that you may otherwise have against Clementia under the laws of any jurisdiction outside of Canada or the United States are hereby waived and that your sole location and applicable law for any dispute is in Canada or the United States.
These Terms automatically terminate when you fail to comply with any term or condition of them. Clementia may terminate or modify your access to the Website, with or without notice to you, at any time for any reason. Termination will not limit any of Clementia’s other rights or remedies. Any provision that must survive in order to give proper effect to the intent and purpose of these Terms (including but not limited to Sections 5, 6, 7, 8, 9, 11, 14 and 15) shall survive termination.
12. Third Party Sites
The Website may contain links to third-party websites and services, including social media (collectively, “Third Party Sites”). Third Party Sites are not under the control of Clementia and Clementia is not responsible for Third Party Sites or for any information or materials on or any form of transmission received from any Third Party Site. The inclusion of a link does not imply endorsement by Clementia of the Third Party Site or any association with the operators of the Third Party Site. Clementia does not investigate, verify or monitor the Third Party Site. Clementia provides links to Third Party Sites for your convenience only. Your access to Third Party Sites is at your own risk and subject to the privacy policies, terms and conditions of use and other legal provisions applicable to the Third Party Sites.
13. Linking Policy
Unless otherwise set forth in a written agreement between you and Clementia, you must adhere to the following rules if you link to any portion of the Website: (a) any link to the Website must be a text only link clearly marked “Clementia Website,” (b) the appearance, position and other aspects of the link may not damage or dilute the goodwill associated with the Marks, (c) the link must “point” to the root domain name of the Website and not to other page of the Website, (d) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Clementia, (e) when selected or clicked on, the link must display the Website on full-screen and not within a “frame” on the linking website or service, and (f) Clementia reserves the right to revoke its consent to the link at any time and in its sole discretion.
14. Governing Law
User access to and use of the Website is at all times subject to and governed by the laws of the province of Quebec and the federal laws of Canada, as applicable. All disputes arising out of or in any way related to the Terms and/or any use of the Website shall be submitted to the exclusive forum, jurisdiction and venue of the courts of the district of Montreal, province of Quebec.
Any term or provision of the Terms found to be invalid or unenforceable by a court of competent jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of the Terms, which shall continue to be binding.
These Terms (which include our Privacy Statement) contain the entire understanding by and between Clementia and you with respect to the matters contained herein. These Terms inure to the benefit of and will be binding upon Clementia’s and your successors and assigns, respectively. These Terms may be assigned by Clementia without consent. You may not assign these Terms without the prior express written consent of Clementia. If any provision of these Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been used. If Clementia fails or you fail to perform any obligation under these Terms and the other party does not enforce such obligation, the failure to enforce on any occasion will not constitute a waiver of any obligation and will not prevent enforcement on any other occasion. Nothing contained in these Terms will be deemed to constitute Clementia or you as the agent or representative of the other or as joint venturers or partners. Headings and captions are for convenience only.
16. Contact Us
Please feel free to contact us with any comments, questions, complaints or suggestions regarding information described in these Terms.
Clementia is located at: Clementia Pharmaceuticals Inc., 4150 Ste-Catherine Street West, Suite 550, Montreal, Quebec, H3Z 2Y5