1. Acceptance of the Terms and Conditions.
Nothing on this Site should be construed as an offer to form a binding contract, or as granting any license or transfer of intellectual property. Your use of this Site is at your own risk.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND BRIXTON ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMIT CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 8 OF THIS AGREEMENT).
2. Use of the Site.
Basics of Using the Site. You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Site and have gotten your parent or guardian to agree to this Agreement on your behalf). If you’re agreeing to this Agreement on behalf of an organization or entity, you represent and warrant that you are authorized to agree to this Agreement on that organization’s or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” in this Agreement, except for in this sentence, refer to that organization or entity). You will only use the Site for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Site is prohibited by applicable laws, then you aren’t authorized to use the Site. We can’t and won’t be responsible for your using the Site in a way that breaks the law.
Children’s Online Privacy Protection Act. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under thirteen (13); if you are a child under thirteen (13), please do not attempt to register for or otherwise use the Site or send us any personal information. If we learn we have collected personal information from a child under thirteen (13), we will delete that information as quickly as possible. If you believe that a child under thirteen (13) may have provided us personal information, please contact us at email@example.com.
Health Insurance Portability & Accountability Act. Some professionals you may interact with in connection with our Site qualify as “health care providers” under the Health Insurance Portability & Accountability Act (“Health Care Providers” and “HIPAA”, respectively). Such Health Care Providers may require you to review and acknowledge their specific HIPAA Notice of Privacy Practices; any such terms are between you and such Health Care Provider.
Medical Information/Conditions. Any information posted on this Site related to medical conditions and their treatment is general in nature and is intended only for educational and general information purposes. Should you have a medical condition that may require treatment, or if you have any specific medical questions, promptly see your own doctor or other health care provider. Nothing on this Site is intended to act as professional medical advice. We do not offer medical diagnosis or treatment from this Site, and none of the information contained on this Site should be construed as providing medical advice or services of any kind. Only your doctor or other health care provider can determine whether a particular medical treatment is appropriate for you.
Always seek the advice of your doctor or other qualified health care provider before starting any new treatment or with any question that you may have about a medical condition.
IF YOU ARE A PATIENT IN A MEDICAL EMERGENCY, PLEASE SEEK EMERGENCY TREATMENT FROM A DOCTOR OR OTHER HEALTH CARE PROVIDER INSTEAD OF REVIEWING INFORMATION ON THIS SITE. IF YOU HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, ARE THINKING ABOUT SUICIDE OR TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS, YOU SHOULD SEEK EMERGENCY TREATMENT AT THE NEAREST EMERGENCY ROOM OR DIAL 911.
Content. The structure, code and organization of this Site are proprietary to us. This Site contains material, including but not limited to software, text, graphics and images (collectively, the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with one or more third parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of any Content may violate copyright, trademark or other laws. You have no rights in or to any Content, and you will not use, copy or display the Content except as permitted in this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense or modify any Content or reproduce, display, publicly perform, make a derivative work of, distribute or otherwise use any Content in any way for any purpose, including without limitation any public or commercial purpose. The use or posting of any Content on any other website or in a networked computer environment for any purpose is prohibited. If you violate any part of this Agreement, your right to access and/or use any Content or the Site shall automatically terminate and you shall immediately destroy any copies you have made of any Content.
License. Subject to this Agreement, we grant each user of the Site a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Site. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Site is expressly prohibited without prior written permission from us. You understand that Brixton owns the Site. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this section), create derivative works based on, or otherwise exploit any part of the Site. The Site may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
Trademarks. The trademarks, service marks, and logos owned by Brixton that are used and displayed on this Site, including without limitation all such marks and logos referencing Brixton (collectively, the “Brixton Trademarks”) are registered and unregistered trademarks or service marks of Brixton. Other company, product and service names located on the Site may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and, collectively with the Brixton Trademarks, the “Trademarks”). Nothing on this Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site without the prior written consent of Brixton specific for each such use. The Trademarks may not be used to disparage Brixton or the applicable third party, Brixton’s or the third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any website is prohibited without Brixton’s prior written consent. All goodwill generated from the use of any Brixton Trademark shall inure to Brixton’s benefit. All rights are reserved by the owners of each Trademark, except as otherwise described in this Agreement.
Certain Prohibitions. You agree not to: (a) take any action that imposes an unreasonable load on the Site’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site, (d) delete or alter any material posted on the Site by Brixton or any other person or entity, (e) frame or link to any of the materials or information available on the Site, (f) distribute any virus, Trojan horse, disabling device, time bomb or other code that may impact the operation of the Site, or use the Site to distribute any of the foregoing. You represent, warrant, and agree that you will not contribute any Content or otherwise use the Site or interact with the Site in a manner that: (a) infringes or violates the intellectual property rights or any other rights of anyone else (including Brixton), (b) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Brixton, (c) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable, (d) attempts, in any manner, to obtain the password, account, or other security information from any other user, (e) violates the security of any computer network, or cracks any passwords or security encryption codes, (f) runs Maillist, Listserv, any form of auto-responder or “spam” on the Site, or any processes that run or are activated while you are not logged into the Site, or that otherwise interferes with the proper working of the Site (including by placing an unreasonable load on the Site’s infrastructure), (g) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Site or Content (through use of manual or automated means), or (h) copies or stores any significant portion of the Content. A violation of any of the foregoing is grounds for termination of your right to use or access the Site.
Third Party Links. The Site may contain links and/or references to third party websites and/or services (the “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. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those 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 External Site and do not make any representation regarding the content or accuracy of any materials on any such External Site. 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 Site, you do so at your own risk. By using the Site, you release and hold us harmless from any and all liability arising from your use of any External Site. If there is a dispute between users and any third party, you agree that Brixton is under no obligation to become involved.
Links to Us. Links to any document published by us on this Site must be made to the home page only, without deleting any frames, or our URL address.
Our Social Media. We may use social media accounts from time to time. If you use any social media to communicate with us, please be aware that the terms and privacy policies of the applicable social media platform will govern those communications with us, in addition to this Agreement. Information that you make available on a social media platform may be made available publicly, so we recommend that you not provide us with any information via any social media that you do not feel comfortable making available publicly. We welcome your mentions, replies, comments, likes, suggestions or shares, but please note that any content that you provide to us via a social media channel may be used by us without restriction and without any obligation of payment to you. We will use reasonable efforts to respond to your comments. We may remove or not approve a comment for any reason or no reason, including if it the comment includes vulgar, defamatory, racist, pornographic, violent or other content. There are certain questions or comments that we will not respond to, including without limitation, financial data or data on clinical trials. If we follow any other organization or person’s account, that is not an endorsement. We reserve all rights in relation to use of social media platforms. We do not offer medical diagnosis or treatment via our social media accounts.
3. Limitation of Liability and Disclaimer of Warranties.
Disclaimer of Warranties. THE SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. BRIXTON AND ITS LICENSORS, SUPPLIERS, PARTNERS, PARENT, SUBSIDIARIES OR AFFILIATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (BRIXTON AND ALL SUCH PARTIES TOGETHER, THE “BRIXTON PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY, OR THAT BRIXTON WILL UPDATE SUCH CONTENT OR KEEP SUCH CONTENT CURRENT OR UP TO DATE. THE BRIXTON PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU, 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 SITE AND THE CONTENT AT YOUR OWN RISK. THE BRIXTON PARTIES DO NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO BRIXTON PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS. THE BRIXTON PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR PARTICULAR PURPOSE.
Limitation of Liability. IN NO EVENT AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH BRIXTON PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) SHALL ANY BRIXTON PARTY BE LIABLE TO YOU OR ANY OTHER PERSON, FOR (A) ANY INCIDENTAL, CONSEQUENTIAL, MULTIPLE, PUNITIVE, SPECIAL OR OTHER INDIRECT DAMAGES, LOST PROFITS, LOST REVENUES, OR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, RESULTING FROM THE USE OR INABILITY TO USE THE SITE OR ANY CONTENT, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN AGGREGATE, IN EXCESS OF THE GREATER OF (I) $1.00 OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO US FOR THIS SITE, IF ANY, IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL.
Certain States. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE BRIXTON PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold harmless the Brixton Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use of or misuse of any Content or the Site. Brixton will provide notice to you of any such claim, suit, or proceeding. Brixton 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 Brixton’s defense of such matter.
Brixton reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site or the Content at any time and for any reason without prior notice or liability. Brixton reserves the right to change, suspend, or discontinue all or any part of the Site or the Content at any time without prior notice or liability. Sections 2 (Use of the Site), 3 (Limitation of Liability and Disclaimer of Warranties), 4 (Indemnification), 5 (Termination), 8 (Arbitration) and 9 (General) shall survive the termination of this Agreement.
6. User Must Comply with Applicable Laws.
We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. You understand that if you access this Site from another country and provide your personal information to us through this Site, your personal information may be transmitted to us, and you consent to such transfer.The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading any 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 any Content.
7. U.S. Government Restricted Rights.
The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the 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 Site or any Content by the Government constitutes acknowledgement of our proprietary rights in the Site and Content.
Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Brixton and limits the manner in which you can seek relief from Brixton. Both you and Brixton acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Brixton’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof. Except as expressly set forth in this Section regarding the arbitration agreement, you and Brixton agree there are no third-party beneficiaries intended under these Terms.
(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Middlesex County, Massachusetts. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees.
(c) Small Claims Court; Infringement. Either you or Brixton may assert claims, if they qualify, in small claims court in Middlesex County, Massachusetts or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
(d) Waiver of Jury Trial. YOU AND BRIXTON WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Brixton are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Brixton over whether to vacate or enforce an arbitration award, YOU AND BRIXTON WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Brixton is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: Brixton Biosciences, Inc., 1000 Massachusetts Ave., Suite 101, Cambridge, MA 02138, postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Brixton to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Brixton agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Middlesex County, Massachusetts, or the federal district in which that county falls.
(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Brixton.
This Agreement constitutes the entire agreement between you and Brixton and governs your use of the Site, superseding any prior agreements between you and Brixton with respect to the Site. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Brixton agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Middlesex County, Massachusetts, USA. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.
You may not assign, delegate or transfer this Agreement or your rights or obligations hereunder, in any way (by operation of law or otherwise) without Brixton's prior written consent. We may transfer, assign, or delegate this Agreement and our rights and obligations without consent.
The failure of Brixton to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Site may also provide notices to you of changes to this Agreement or other matters by displaying notices or links to notices generally on the Site.
If you are a California resident, we are required to inform you that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916) 445-1254 or (800) 952-5210. Hearing impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700.
Copyright © 2023, Brixton Biosciences, Inc., All Rights Reserved.
Updated: June 1, 2023