Terms of Service
XYLYX BIO, INC. WEBSITE TERMS OF SERVICE
Welcome to Xylyx Bio! We will use a few terms in these Terms:
“Terms”: These Terms of Service, which are a legally binding agreement that governs your access to our Services
“Xylyx Bio”, “we”, “us” or “our”: Xylyx Bio, Inc..
“you” or “your”: you and your employer or other organization, on whose behalf you access the Site
“Site”: https://www.xylyxbio.com and its subdomains
“Services”: our Site, and any Notifications we send, and transactions conducted through the Site collectively
“Products”: goods available for sale by Xylyx Bio via the Site
“Content”: text content, Notifications, emails, videos, images and audio, or any combination thereof
“Notification”: a message sent by email
Our Site describes our products, enables customers to order tissue-specific matrix biomaterials for life sciences and biomedical research, and invites users to request information about our products, including updates by email.
Please read THESE TERMS carefully, as THEY contain an Agreement to Arbitrate, which requires that you and Xylyx Bio arbitrate certain claims BY BINDING, INDIVIDUAL ARBITRATION instead of going to court and limits class action claims (see Section 20 “Agreement to Arbitrate”).
1. Acceptance of Terms
PLEASE REVIEW THESE TERMS BEFORE USING OUR SERVICES, AS THEY MAY HAVE CHANGED SINCE YOUR LAST VISIT. If you are viewing this on your mobile device, you can also view THESE TERMS via a web browser at TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, THEN DO NOT USE our services, including our site. BY USING OUR SERVICES, including our site, YOU REPRESENT TO US THAT YOU ARE AT LEAST 18 YEARS OLD AND HEREBY INDICATE YOUR UNCONDITIONAL ACCEPTANCE OF THESE TERMS. YOU MAY BE AGREEING TO THESE TERMS AS A VISITOR TO OUR SITE, OR AS A REGISTERED USER.
We reserve the right to revise these Terms in our sole discretion at any time and without prior notice to you other than by posting the revised Terms on our Site. Revisions to the Terms are effective upon posting. The Terms will be identified as of the most recent date of revision. Your continued use of our Site after a revised version of these Terms has been posted on our Site constitutes your binding acceptance of the revised Terms.
2. Scope of Service; No Affiliation with Sponsors.
We may change our Services at any time. Your sole remedy if you are dissatisfied with our Services or these Terms is that you may discontinue your use of our Services at any time.
We may alter, suspend or discontinue our Services in whole or in part, at any time and for any reason, without notice. Our Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. In order to use our Services, you must have a computer or mobile device with Internet service that can access our Site.
When using our Services, your telecommunications carrier’s normal rates and charges apply. We are not responsible for any charges you incur from your telecommunications carrier as a result of use of our Services. You are responsible for ensuring that, at all times while using our Services, you are not in violation of your agreement with your telecommunications carrier.
Subject to these Terms and any other agreement between you and us, we grant you a limited, personal, nonexclusive, nontransferable, non-sublicensable, revocable license to use our Site and receive and copy our Notifications, in each case, solely in the manner enabled by us. Your license to use our Services is automatically revoked if you violate these Terms. From time to time, we may upgrade our Services or make improvements to our Services. You agree that these Terms will apply to any such upgrades or improvements. The foregoing license grant is not a sale of any of our Site or Notifications or a sale of a copy of our Site or Notifications, and we and our partners and suppliers retain all rights and interest in our Services. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.
4. Our Services.
Notifications. From time to time, we may send you Notifications, which may provide news; alert you to certain new or changed Product or Service offerings; or confirm certain transactions.
Online Ordering. Our Site includes access to an online ordering function to order Products for use by your organization.
Acknowledgement to Receive Email. As a registered user of our Services, you agree to receive emails from us regarding our Products and Services. We may from time to time send you email messages with information about our Services. You may opt-out from receiving our newsletter by emailing email@example.com or selecting to unsubscribe as may be provided in the applicable email correspondence.
As set forth in Section 2, we reserve the right to alter, suspend or discontinue our Services or your access to our Services in whole or in part, at any time and for any reason, without notice.
5. Online Ordering.
You must be a registered user to use our online ordering function. Registration is available at no charge to persons who are 18 years and older and who can form legally binding contracts on behalf of their organizations under applicable law. Sales of Products through our Site are subject to our Terms and Conditions of Sale in addition to these Terms. You understand and agree that, except as otherwise provided in the Terms of Sale, all payments received by us in connection with your use of any Services are non-refundable.
6. Login Credentials.
In order to use some functionality of our Services, such as online ordering, you will be required to register by providing certain information. We may ask you to complete a registration form and create a user name and password (“Login Credentials”). During any such registration, you are required to give truthful contact information (such as name and email address) in accordance with these Terms. You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials.
We may enable you to login using a third party social networking service. If we enable you to login using a third party social networking service, the terms in the previous paragraph remain binding.
7. Site Content.
Subject to these Terms and any other agreement between you and us, we hereby grant your organization a limited, nontransferable, nonexclusive, non-sublicensable, revocable license to access and use Content available through our Services, subject to any restrictions on certain types of Content set forth in these Terms.
You understand that the Content that is posted on our Site is used by you at your own risk.
We reserve the right to make changes to Content, descriptions or specifications of our Services, or other information without obligation to issue any notice of such changes.
Nothing contained on our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Services or any Content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the permission of the third party that may own the trademark or copyright of material displayed on our Site.
8. Prohibited Conduct.
As a condition of your use of our Services, you will not use our Services for any purpose that is unlawful or prohibited by these Terms. You may not use our Services in any manner that in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of our Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through our Services. You agree not to use false or misleading information in connection with your user account or impersonate any other person living or dead, and acknowledge that we reserve the right to disable any user account with a profile which we reasonably believe is false or misleading (including a profile that impersonates a third party).
In addition, you agree that you will not, and will not authorize or facilitate any attempt by another person to use our Services to:
a. Transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by us.
b. Use a name or language that we, in our sole discretion, deem offensive.
c. Create a false identity or impersonate another person or entity.
We reserve the right to consider other conduct to be prohibited; the restrictions above are intended to be illustrative.
You agree not, and will not permit any person or entity, to: (i) use, or allow the use of, our Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law, or rules and regulations of regulatory or administrative organizations; (ii) act in a fraudulent, tortious, malicious, or negligent manner when using our Services; (iii) obtain unauthorized access to any computer system through our Services; (iv) circumvent, remove or otherwise interfere with any security-related features of our Services, features that prevent copying or using any part of our Services or features that enforce limitations on the use of our Services or any Content; (v) introduce viruses, worms, Trojan horses and/or harmful code to our Services; or (vi) use any robot, spider, site search/retrieval application, or other automated device, process, or means to access, retrieve, scrape, or index any portion of our Services or any Content, except as permitted by our robots.txt file.
We reserve the right, without prior notice and in our sole discretion, to decide whether your use of our Services violates these Terms for any of the above reasons or for any other reason, and if we do so, we may terminate your access to our Services.
By using our Services, you hereby agree to indemnify and hold harmless us and our officers, directors, employees and agents from any claims, damages, losses, liabilities, and all costs and expenses of defense (collectively, “Claims”), including without limitation attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with (i) your provision of any Content, (ii) your use of our Services and/or (iii) any user or other third party’s use of any Content that you submit via our Services. At our option, you agree to defend us from any such Claims.
10. Intellectual Property Rights.
You agree and acknowledge that the structure, organization and code used in conjunction with our Services are proprietary to us. You shall not, and shall not permit any person or entity to: (i) use our Services on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity; (ii) alter, enhance or make derivative works of our Services or any Content available through the foregoing; or (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from our Services. You shall not sell, transfer, publish, disclose, display or otherwise make available our Services including any modifications, enhancements, derivatives and other software and materials provided hereunder by us or copies thereof to others in violation of these Terms.
Unless otherwise noted, all Content contained on our Services is the property of us and/or our affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.
11. Copyright Infringement; DMCA Policy.
If you believe that any materials on our Site infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information: (1) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (2) identification of the material that you believe to be infringing and its location, including a description of the material, its location on our Site or other pertinent information that will help us to locate the material; (3) your name, address, telephone number and email address; (4) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (5) a statement that the information in your claim is accurate; and (6) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. In an effort to protect the rights of copyright owners, we reserve the right to suspend your account, delete or disable content alleged to be infringing and/or terminate the account of a repeat infringer.
12. Links to Third Party Sites.
13. Providers of Third Party Platforms.
You hereby acknowledge and agree that all of our licensors, suppliers or other third parties: (i) are not parties to these Terms; (ii) have no obligation whatsoever to furnish any maintenance or support services with respect to East River BioSolutions; (iii) are not responsible for addressing claims by you or any third party relating to our Services, including without limitation any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; and (iv) have no responsibility to investigate, defend, settle or discharge any claim that our Services or use thereof infringes any third party intellectual property rights.
Under no circumstances will we be liable for any loss or damage caused by failed delivery or receipt of Content, your reliance on information from our Services, information provided by another user or by your use of our Services. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through our Services.
OUR SERVICES AND ALL CONTENT ON OR ACCESSIBLE FROM OUR SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH OUR SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
15. Limitation of Liability.
(a) Disclaimer. IN NO EVENT SHALL WE BE LIABLE TO YOU, ANY OTHER USER OF OUR SERVICES, ANY THIRD PARTY PROVIDERS OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF OUR SERVICES, YOUR CONTACT INFORMATION, CONTENT OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
(b) Limitation. OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THESE TERMS SHALL NOT EXCEED THE GREATER OF (I) $100.00 OR (II) THE AGGREGATE AMOUNT, IF ANY, YOU HAVE PAID TO US FOR THE SERVICES IN THE PRIOR TWELVE (12) MONTH PERIOD.
(c) Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
16. Jurisdictional Issues.
17. Modifying and Terminating Service.
We may terminate your access to our Services, in our sole discretion, for any reason and at any time, upon electronic notice to you at the email address provided by you at registration or that you subsequently update, or through a third party social networking service that you use to login. You agree that we are not liable to you or any third party for any termination of your access to our Services. We may change and update our Services from time to time. We may add or remove features, including, without limitation, making free services into paid services and vice versa. We will give you appropriate advance notice about any major changes, although you understand that we may stop, suspend, or change our Services at any time without prior notice. You may terminate these Terms at any time by ceasing to use our Services.
The following Sections of these Terms and any accrued obligations will survive any termination of these Terms: 1, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22.
18. Unsolicited Ideas and Feedback.
We welcome your feedback, ideas and suggestions (collectively, “Suggestions”). It is important to be aware of the following restrictions with regards to your Suggestions. If you send us any Suggestions, you agree that: (1) your Suggestion(s) become our property and you are not owed any compensation in exchange; (2) none of the Suggestion(s) contain confidential or proprietary information of any third party; (3) we may use or redistribute Suggestion(s) for any purpose and in any way; (4) there is no obligation for us to review your Suggestion(s); and (5) we have no obligation to keep any Suggestions confidential.
19. Governing Law; Dispute Resolution.
These Terms, and any dispute between you and us, shall be governed by the laws of the State of New York without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. Unless you and we agree otherwise, in the event that Section 20 is found not to apply to you or to a particular claim or dispute as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the State of New York, except that you or we are permitted (1) to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure; (2) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (3) to seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding.
20. Agreement to Arbitrate; Waiver of Class Action.
Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to the arbitration procedures described in this Section 20 (the “Arbitration Procedures”) (other than a change to any notice address or Site link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the Arbitration Procedures from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the Arbitration Procedures is posted to our Site, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.
In accordance with Section 17, this arbitration section will survive the termination of your relationship with us.
You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without our consent. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees and permitted assigns. We and you are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party. These Terms contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement provided by us, and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms on our Site. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
Our Services are available only to, and may only be used by, individuals who are 18 years and older and who can form legally binding contracts under applicable law.
23. For Additional Information.
If you have any questions about these Terms, please contact us at:
Copyright © 2018, Xylyx Bio, Inc. All Rights Reserved.
Updated: November 30, 2018