Terms of Service
Welcome to Open Therapeutics! We are proud to have you here.
These Terms of Service (“Terms”) apply to your use of Open Therapeutics’ websites, products, and services. Please read them carefully. Let us know if you have questions.
By using Open Therapeutics and its products, you agree to be bound by these Terms. If you are using Open Therapeutics on behalf of an organization, you agree to these Terms on behalf of that organization.
United States and other intellectual property laws protect all content on Open Therapeutics’ websites including its Therapoid platform. You will find a few different types of content on our service.
Open Therapeutics provides a platform that enables scientific work-flow collaboration and offers open synthetic biology-based biopharmaceutical technologies.
At Open Therapeutics, we want to enable scientific experts to save lives, eliminate and remediate pollutants, and drive an entrepreneurial spirit for adopting synthetic biology-based technologies within an open platform, resulting in higher quality, lower cost, and more up-to-date and relevant biopharmaceuticals. Through the free exchange of scientific knowledge and research, our platform crowd-sources the global community around open technologies.
Our approach is open-source because we have, in essence, utilized the licensing and contractual arrangements already successfully used in open source programming and synthetic biology. Genetically modified organisms and associated technology are thus made freely available on condition that users agree to abide by similarly open source licenses and contracts if and when they enter into agreements with outside third parties. Similarly, we have also adopted a range of variations on this theme of open source license and contracts that allow for various forms of intellectual property protection.
1. Acceptance of Terms of Service.
- By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Services, you agree to these Terms of Service and all other operating rules, policies and procedures that we may publish from time to time, each of which is incorporated by reference and each of which we may update from time to time without notice to you.
- Certain of the Services or Content may be subject to additional terms and conditions specified by us or other parties (“Additional Terms”). Your use of such Services or Materials (defined below) is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference. Here are some examples of how these additional terms may arise:
- Some Innovators may make their Materials available only to the extent allowed by a certain Creative Commons License. In those situations, the Additional Terms of the Creative Commons License shall apply to your use of the Materials in addition to these Terms and Conditions.
- We may offer, either now or in the future, some additional features that are subject to certain charges. As a result, those features may have additional payment terms that apply to those features but are not listed in these Terms and Conditions. When you use those additional features, you are agreeing to comply with those additional payment terms as well as these Terms and Conditions.
- In order to access some of the Services on this Site, you will need to open a separate account (“Account”) where you will create a login name, alias, and password by completing our online registration form, which requests certain information and data ("Registration Data”). Each login name and alias will be unique. Open Therapeutics reserves the right to refuse to grant any login name or alias that, in our determination, impersonates the login name or alias of another person or that we otherwise in our sole discretion deem to be inappropriate. However, Open Therapeutics is not responsible for policing against or preventing impersonation nor will Open Therapeutics be liable for any claims arising out of impersonation; if you suspect that you are being impersonated, please contact us at Legal@OpenTherapeutics.net.
- By registering for an Account, you agree that your Registration Data is true and accurate and that you will maintain and update your Registration Data as necessary so that it remains true and accurate. Failure to maintain accurate Registration Data, including without limitation e-mail address, may result in your immediate removal from the Site.
- You agree to maintain only one account with the Site. Determination of multiple account usage by allegedly related persons or persons originating from common locations is at the sole discretion of Open Therapeutics.
3. Description of Services.
- Scientific Collaboration. Open Therapeutics provides users an area to conduct or discuss science-related information, data, manuscript development, provide or receive monetary and/or non-monetary donations, and express views, opinions, and the recommendations of individuals and organizations.
You are completely responsible for your own conduct, beliefs and opinions within Open Therapeutics. The message boards are designed to help you gain the information to conduct research. You are responsible for properly analyzing and verifying any information or data you choose to rely upon.
- Open Therapeutics does not perform background checks on any of the Users. We do not guarantee that Users' profiles contain accurate information. Users should also be aware that other Users might use Open Therapeutics for personal gain. Therefore, everyone should approach information, data, analytics and communications, and messages with appropriate precaution and objectivity.
- Communications and messages posted by Users may be misleading, deceptive, or in error. If you disagree with a posting, feel free to voice your opinion. It is the policy of Open Therapeutics to allow our Users to freely discuss issues in a free and open manner, and we will not take sides in disagreements or disputes based on scientific theories, sentiments, politics, or other subjective criteria.
- Open Therapeutics is largely a self-policing discussion site, which means that our site administrators (“Scientific Community Managers” or “Scientific Community Leaders”) will review communications received from users regarding violations of the Site policies. Upon receipt of such communications, the Scientific Community Managers can and will take such action as they deem appropriate (at their sole discretion), including, but not limited to the removal of post(s) and the suspension or termination of user account(s). If you believe a message has been intentionally posted in violation of any laws, you should contact the appropriate local legal authority.
- You should be aware of the possible risks of on-line communications and scientific data analysis. We make various services and Content (as defined below) available on the Open Therapeutics Site including, but not limited to, the provision of a forum for the discussion of various topics, including without limitation, data, theories, conferences, proceedings, investments, markets, politics, manuscripts, journal articles, and other topics. We reserve the sole right to either modify or discontinue the Site, including any features therein, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right. Modifications may also include, but are not limited to, changes in the pricing structure, the addition of Premium Services that may be determined in the future, or changes to allowances and limitations. Without limiting the generality of the foregoing, any new features that augment or enhance the then-current Services on this Site shall also be subject to these Terms.
- Scientific Community Leaders. This Site utilizes the services of volunteer Scientific Community Leaders for the individual forums and scientific communities. We are able to keep your user fees low due in part to the use of such volunteers. These Scientific Community Leaders are not employees or agents of Open Therapeutics, and their actions and opinions are not representative of those of Open Therapeutics. If you serve as a Leader, you agree to be bound by these Terms, including the terms of the Open Therapeutics User and Leader Handbook for the Site.
- Scientific Community Leaders have the ability to add and remove Scientific Community Leaders and assistant Scientific Community Leaders. Open Therapeutics reserves the right to assign and remove both lead and assistant Scientific Community Leaders from any board at any time at its sole discretion. Neither origination of a board nor availability of Leader/assistant positions on a board guarantees the ability to assume or retain any Leader position.
- Scientific Community Managers and Leaders are available to assist Users and to oversee application of these Terms and the Website’s operating policies. They are not here to be the target of abusive communications, including but not limited to attacks and threats against them or Open Therapeutics. Please refer to the Handbook – Communicating with Open Therapeutics Admins for the various methods of contacting Scientific Community Managers and Leaders.
- Technologies. Open Therapeutic offers a structured set of data, text, and media files that includes public data produced by governments, universities, companies, organizations and other such Innovators (the “Technologies”). Open Therapeutics does not directly create or provide all of the Technologies available on the Platform. Rather, the Services act as a venue to allow Innovators to offer, provide, distribute, produce and make available (“Share”) Technologies for other users to access and use. As a result, Open Therapeutics has no control over the quality, safety, morality or legality of any aspect of the Technologies that are Shared by Innovators, except those owned by Open Therapeutics and/or its Affiliates, or the ability of Innovators to provide Technologies. As used in these Terms, references to our "Affiliates" include our parent, subsidiary, and affiliated companies. Open Therapeutics does not transfer legal ownership of any of the Technologies from the Innovators to any user. By using the Services, you agree that Open Therapeutics is not responsible or liable for any content or Technologies, for example, text, information, data, communications, usernames, graphics, images, photographs, profiles, audio, video, items, links and any other material posted by you, Innovators, other users, or outside parties on the Services. Therefore, ultimately, you use the Open Therapeutics service at your own risk.
- Professional/Commercial Users - Disclosures and Disclaimers.
- Some Open Therapeutics Users may reflect professional designations (“PRO”). PRO are professional businesspersons providing investor awareness, investor relations, or any other compensated promotional service or activity relating to a publicly traded stock. PRO may be compensated to provide those services by either the company, organization, service, or product they are promoting or some other interested party. There are no umbrellas; anyone who is compensated to promote, even if by another PRO, must carry their own PRO status and insurance. PROs pay Open Therapeutics a fee (typically $1000/month) for their commercial use of the site. The PRO status provides them the means to include a notice and link to their legally required Disclosure/Disclaimer. If a post or communications qualifies for a Disclaimer/Disclosure, it is the PRO's responsibility to mark their posting or communication accordingly.
- While Open Therapeutics requires all professional Users to declare their status and maintain an active PRO subscription while engaged in any activities on the site, we cannot guarantee that all do. The absence of an PRO Disclosure/Disclaimer should not be construed to indicate the poster is not subject to such requirements. Open Therapeutics does not track promotional activity engaged in Open Therapeutics by PRO and we are not party to their promotion agreements. Our PRO subscription fees are assessed for their commercial use of the site and providing them the means to include any legally required Disclosures/Disclaimers with their posts. Refer to About PRO in the Handbook for more information and a listing of current and former PROs.
4. Sharing Technologies
- Non-Commercial Use.
- Open Therapeutics grants you a license to use the Technologies in accordance with the Creative Commons Attribution-Non-Commercial License, CC BY-NC 4.0 (the “Creative Commons License”), the terms and conditions of which are incorporated here by this reference. The Creative Commons License can be found at https://creativecommons.org/licenses/by/4.0/legalcode.
- Under the Creative Commons License, you are free to adapt and share the Technologies for noncommercial purposes, but if you do so you must: (i) give the respective Innovator that provided the Technology appropriate credit, (ii) provide a link to the source material on the Site, (iii) provide a link to the Creative Commons License, and (iv) indicate if changes were made to the Technology ((i)-(iv) collectively, “Attribution”). Attribution allows others to correct errors and keep the Technologies current. You may give Attribution in any reasonable manner, but not in any way that suggests that the Innovator endorses you or your use. If you have any questions regarding Attribution, you can contact us at Support@OpenTherapeutics.net.
- Commercial Use.
- If you wish to use the Data in a manner that is primarily intended for or directed towards commercial advantage or monetary compensation (such use, “Commercial Use”), Open Therapeutics requires that you enter into a separate commercial license agreement. While we welcome commercial use of the Technologies, entering into a separate commercial license allows us to protect each Innovator’s and the community’s investment in the Technologies and to maintain the integrity of the Technologies.
- We are committed to building and developing the Technologies, and this includes helping various types of Adopters to access and use the Technologies for many purposes. Please contact us for more information about Commercial Uses of our Technologies.
5. Sharing Content.
- Content. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, communications, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. “Open Therapeutics Content” includes all Content except for the User Content.
- All Content added, created, uploaded, submitted, distributed, or posted to the Services by users, including adding new content to the Technologies (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations, including intellectual property laws.
- By submitting User Content through the Services, you do not transfer any right, title or interest to any of your User Content. You or your licensors retain all rights to your User Content (including Technologies), subject to these Terms of Service and any Additional Terms. By submitting User Content, you agree Open Therapeutics may use such Content in ways it deems necessary.
- Submitting and Sharing Content.
- By Sharing any User Content, you represent and warrant that you may legally make such Content available to other users in a manner consistent with your Sharing of the User Content.
- By submitting any User Content through the Services, you hereby do and shall grant us a worldwide, unrestricted, non-exclusive, perpetual, royalty-free, fully paid, sub-licensable, transferable and irrevocable license and right to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Site and the provision of the Services, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites, feeds, and printed materials), and including after your termination of your Account or the Services. You agree that this license includes a right for Open Therapeutics to make such Content available to other companies, organizations, or individuals with whom Open Therapeutics has relationships for the provision of services and to use such content in connection with the provision of those services. You understand that Open Therapeutics may (a) transmit or distribute the Content over various public networks and in various media; and (b) make such changes to the Content as are necessary to conform and adapt that content to the technical requirements of connecting networks, devices, services, or media. Under the license granted by you to Open Therapeutics herein, we shall be free to use any ideas or concepts contained in any User Content as set forth herein without further attribution, compensation or notice to you. You agree that this license shall permit Open Therapeutics to take these actions.
- For all User Content, including any additions of content to Technologies that you Share with such users, you also hereby grant each user of the Services a non-exclusive, perpetual license to access and display locally your User Content through the Site, Platform, and/or Services. For open source Technologies that you share with other users, you agree to allow users you have Shared such Technologies with to use such Technologies in a manner consistent with any Additional Terms you have attached to such Technologies. When a Technology is uploaded to the Services without Additional Terms or any other specifications or restrictions regarding use, you hereby agree to the designation of such Technology as being offered under the Creative Commons “CC BY” license. We strongly encourage that all content submitted for use through the Services be designated as “CC BY,” although we recognize that such a designation may not be possible for some cases. For more information about the CC BY license and other Creative Commons Licenses, please visit https://creativecommons.org/licenses.
- You represent and warrant that you have all rights to grant the above licenses to us and our users without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
- Using Content.
- All Content, whether Open Therapeutics Content or User Content, shall only be used in accordance with these Terms of Service and, if applicable, any Additional Terms. In the event of a conflict, inconsistency, or difference regarding the rights granted from Innovators to other users, the specific Additional Terms will control (for example, for Technologies licensed under a Creative Commons License, you will have the rights set forth in the applicable Creative Commons License).
- You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk, and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be lawful or accurate.
- Open Therapeutics does not control the User Content. We reserve the right, but have no duty, to monitor User Content. You may find some Content to be offensive, harmful, inaccurate, or deceptive, or may face the risk of interacting with individuals under false pretenses. By using the Services, you agree to accept such risks and that Open Therapeutics (and Open Therapeutics’ officers, directors, agents, subsidiaries, joint ventures, and employees) is not responsible for any and all acts or omissions of users. Please use caution and common sense when using the Services or any Materials obtained through the Services.
Notices and Restrictions. Open Therapeutics Content may be protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
- Use License. Open Therapeutics owns all rights, title, and interests in intellectual property rights in any contributions by its employees, any derivative works developed by Open Therapeutics and the compilations and collective works in the Technologies, including those works incorporating User Content (but not rights to User Content by itself). Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Open Therapeutics Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Open Therapeutics Content for other than purposes of using the Services is expressly prohibited without prior written permission from us.
- Availability of Content. We do not guarantee that any Content will be made available through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all; and (ii) to remove or block any Content from the Services. You agree that we have no responsibility or liability for the deletion or failure to store any Content and/or other material or data maintained or transmitted on or through this Website. You agree that we have no duty to preserve any Content, including your posts and communications.
6. Intellectual Property.
- By accepting these Terms, you acknowledge and agree that all Content presented or available on this Site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and all Content remains the sole property of the Open Therapeutics community, to which Open Therapeutics has the sole right to host and curate, and/or its Affiliates and/or the owner or source of the respective Content (each a “Content Provider”). You are only permitted to use the Content as expressly authorized by the specific Content Provider.
- Open Therapeutics retains all right, title and interest in and to the Services, all software and technology incorporated therein, and all content made available to you through the Services (other than User Content (as defined above)). The design of the Site and all text, graphics, information, content, product design, and other material displayed on or that can be downloaded from the Site belongs to us. The Open Therapeutics name and logo displayed on the Site (the “Open Therapeutics IP”) are Open Therapeutics’ sole and exclusive property. Except as expressly set forth in these Terms of Service, you have no right in or to the Open Therapeutics IP. Other company or product names and logos used and displayed on the Site are trademarks of their respective owners. Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Open Therapeutics IP or other trademarks displayed on the Site, without our written permission or the written permission of the owner of the trademark, as the case may be. Any unauthorized use of the Content, Open Therapeutics IP or the trademarks of others may violate copyright laws, trademark laws, laws of privacy and publicity, and other laws and regulations and is prohibited. In the event of a violation, we reserve the right to seek all remedies available at law and/or in equity.
- Payment of Fees. In the event there are any charges associated with the Services, such as charges for Premium Services, we will use a third-party payment processor (the “Payment Processor”) to process the payments. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Service. We are not responsible for error by the Payment Processor. When purchasing products or services on the Site through the Payment Processor, you agree to pay us all charges at the prices then in effect for any such items in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
- Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Account upon demand.
- Recurring charges are collected in advance of service. If, for any reason, your Payment Method refuses to pay the amount billed for the service, you agree that we may, at our option, suspend or terminate your subscription to the Premium Services and require you to pay the overdue amount by other means acceptable to us. If you terminate your subscription for Premium Services within three (3) days of your payment without having made extensive use of premium features during that subscription period, as determined by Open Therapeutics, and are not otherwise in violation of these Terms, you will be entitled to a refund of the most recently paid subscription.
- Other than the foregoing, fees will not be refunded for any reason, including without limitation imposition of account limitations or suspension, account termination, and/or service interruptions.
8. Rules of Conduct
- As a condition of use, you promise not to use the Services in a manner that is not permitted by these Terms of Service. You are responsible for all of your activity in connection with the Services.
- You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that:
- infringes any other person’s patent, trademark, trade secret, copyright, or other intellectual property right or right of publicity or privacy (see also our Digital Millennium Copyright Act Policy);
- violates any law or contractual duty;
- you know is false, misleading, untruthful or inaccurate;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, or is otherwise inappropriate as determined by us in our sole discretion;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
- covers, obscures, blocks, or in any way interferes with any advertisements and/or safety features on the Site or the Services;
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
- impersonates any person or entity, including any agents or employees of Open Therapeutics;
- interferes with another user’s use and enjoyment of the Services; or
- includes anyone’s identification documents or sensitive financial information.
- You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; (vii) access or use the Site or the Services to collect any market research for a competing business; or (viii) otherwise take any action in violation of our guidelines and policies.
- You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Platform (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; or (ii) modify, translate, or otherwise create derivative works of any part of the Platform. You shall abide by all applicable local, state, national and international laws and regulations.
- We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Service, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of us, our users and the public.
9. Special Rules and Message Deletions.
The Open Therapeutics Administrators (collectively, “OT Admin”) reserve the right to disable and/or remove any board at any time. Scientific Community Leaders of specific communities and boards are allowed to immediately remove any post that falls into the following categories: Threat, Off-Topic, Vulgarity, Privacy Violation, Spam, Personal Attack, or Duplicate. Scientific Community Leaders of communities and boards in the Premium area of the Site are allowed to remove any post. Hidden/removed posts may be reviewed by OT Admin and either left removed or restored. We do reserve the right to intervene if we see blatant abuse of these features. Users have the ability to review their posts removed within the past two weeks. Should you have a post removed, and you object or desire an explanation, your sole recourse is to address this matter privately with an OT Admin as described on the “My Removed Posts” page. Discussion of post deletions and Leader/admin actions is not permitted on the message boards. No post can be removed by a Leader after a 48-hour period starting from the post’s timestamp. Scientific Community Leaders of premium boards have the ability to ban anybody from their board. Private Messages that you receive are not to be posted publicly unless you have prior permission from the author.
11. Third Party Services.
The Services may permit you to link to other websites, services or resources on the Internet, and websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
- We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your posting privileges and/or your account and may be referred to appropriate law enforcement authorities. If you wish to terminate your Account, you may do so by following the instructions through the Services or contacting us here.
- Upon termination or suspension of your account, regardless of the reasons therefore, your right to use the Site, and any Services available on the Site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this Site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and liability for any unpaid fees.
13. Warranty Disclaimer.
- We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding:
- which users gain access to the Services;
- what Content you access via the Services; or
- how you may interpret or use the Content.
- You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.
- By posting Content on Open Therapeutics, it is possible for an outside website or third party to re-post that Content. You agree to hold Open Therapeutics harmless for any dispute concerning this use.
- THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE FUNCTIONALITY OR USEFULNESS OF MATERIALS, THE IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
Except to the extent prohibited by applicable statutory law, you shall defend, indemnify, and hold harmless us, our Affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, Technologies, or otherwise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
15. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OPEN THERAPEATICS, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF OPEN THERAPEUTICS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM, ARISING OUT OF, OR IN ANY WAY CONNECTED TO: (A) THE USE OR THE INABILITY TO USE THE WEBSITE (OR ANY HYPERLINKS), ENTER OR PARTICIPATE IN ANY ONLINE CONTESTS, PARTICIPATE IN ANY BULLETIN BOARDS, CHAT ROOMS OR OTHER DISCUSSION AREAS, OR USE ANY OTHER CONTENT OR SERVICES, INCLUDING, BUT NOT LIMITED TO, WHETHER THE CONTENT OR SERVICES ARE ERROR-FREE, ACCURATE AND/OR CURRENT; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS, CONDUCT, OPINIONS OR ADVICE OF ANY USER OR OTHER THIRD PARTY ON THE WEBSITE; OR (E) ANY OTHER MATTER RELATING TO EITHER THE WEBSITE SPECIFICALLY (INCLUDING ITS MATERIALS, CONTENT, INFORMATION, SERVICES, AND ADMINISTRATION) OR THE INTERNET GENERALLY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
16. Governing Law and Jurisdiction.
These Terms of Service shall be governed by and construed in accordance with the laws of the State of Ohio, excluding its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of Hamilton County, Ohio.
We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.
- Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
- Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
- Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
- Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
- Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
- All notices sent to Open Therapeutics shall be sent to the attention of Customer Service either: via U.S. Mail to PO Box 30085, Cincinnati, OH, 45230 USA; or via fax to +1.206.666.4856; or via email at legal@OpenTherapeutics.net.
- All notices sent to you shall be sent either: via Private Message and/or to the email address supplied for your account; or via Broadcast through the Site (for example, with respect to changes to the Site or other matters of importance). You agree that notification to you via either of the methods outlined above shall constitute adequate notice pursuant to these Terms.
- No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
- Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.
Effective Date of Terms of Service: December 8, 2016
Copyrighted Open Therapeutics (DMLP), http://www.dmlp.org, under Creative Commons Attribution-Noncommercial-ShareAlike 3.