Effective as of: November 1st, 2009
The “Site” encompasses the Exalenz websites accessible at int.exalenz.com, www.breathid.com, and www.helicobacterpyloritest.com and all associated Exalenz web pages, including without limitation all content in any form (e.g., textual, audio, video, audio-visual, graphic, and in any other form), materials, information, policies, modifications, updates, enhancements,revisions, new features, and or new web properties of such pages, along with all Site services provided through such websites and web pages. The purpose of the Site is to provide Site users with access to certain content concerning Exalenz, its products and services, and related information as a complementary service for informational and educational purposes only.
Restrictions on Use
You agree to use the Site only as provided herein. You will not:
- Transmit to the Site any content, or conduct yourself in any manner, that could be construed as defamatory, libelous, obscene, bigoted, hateful, racially offensive, vulgar, harassing, inflammatory, pornographic, child pornographic, violent (meaning content that is excessively violent, incites violence or threatens violence), profane, threatening, unfair, inaccurate, deceptive or unlawful, or that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, whether under statute, common law or equitable principles, or otherwise violate any law.
- Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or of the Site server.
- Conduct or forward surveys, contests, pyramid schemes or chain letters.
- Falsify or delete any author attributions, copyright notices or legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, or that is provided with Site materials or accessed through the Site.
- Violate any code of conduct or other guidelines which may be applicable to any particular Site services.
- Harvest or otherwise collect information about others, including e-mail addresses.
- Use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site.
- Obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
- Send any bulk commercial email, or send any unsolicited email to any party.
- Access or attempt to access any other user’s account, or misrepresent or attempt to misrepresent your identity while using the Site, including misrepresentation as an Exalenz agent or representative, or misrepresentation stating or implying our endorsement of you or your product or activity.
- Use the Site in any manner that could create a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement.
Disclosure Under Law
Exalenz reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, including personally identifiable information, or to edit, refuse to allow or to remove any information or materials, in whole or in part, in Exalenz’ sole discretion.
Protected Health Information and HIPAA
To the extent the Site displays or collects Protected Health Information (“PHI”) as defined for the purposes of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the PHI is subject to the applicable provisions of HIPAA. In the event Exalenz displays or collects PHI, please refer to the Exalenz Notice of Privacy Practices accessible through a link on the Exalenz home page.
Providing Correct Personal Information
In the course of using the Site, you will be required to enter certain information, including without limitation personal information (collectively, “Information”). You represent and warrant that you will provide Exalenz with full, true and correct Information, and to update such Information on the Site promptly as reasonably necessary and as required by the Site.
License in Materials
Exalenz does not claim ownership of any data, information (both personal or otherwise) or other materials that you enter through the Site (collectively, “Materials”). However, by transmitting, uploading, inputting, providing or submitting any Materials, you are granting Exalenz, its affiliated companies and sublicensees a non-exclusive, royalty-free, perpetual, worldwide, irrevocable and fully sublicenseable license in and to such Materials, and confirming that such Materials are non-confidential and non-proprietary. You hereby waive all rights to any claim against Exalenz for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Materials.
If you provide Exalenz with Materials such as comments, bug reports, feedback or modifications proposed by you to Exalenz, the Site, or the goods and/or services provided through the Site (collectively, “Feedback”), then in addition to the license granted in all Materials, Exalenz will have the right to use such Feedback at Exalenz’ discretion, including but not limited to incorporating such Feedback into the Site and the right to assign, license or otherwise use such Feedback. You hereby give Exalenz a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate such Feedback and use such Feedback for any purpose. No compensation will be paid with respect to the use of your Materials, as provided herein.
User Representations and Warranties
Your Responsibility for Materials and Exalenz’ Monitoring Rights
NO RELIANCE ON MEDICAL ADVICE
The Site may contain general information relating to various medical conditions and the treatment of such conditions. Such information is not intended as a substitute for medical advice. The Site should not be used in place of a visit or consultation, or of otherwise securing the advice of your physician or other health care provider. You acknowledge that Exalenz is not engaged in rendering legal, medical, counseling, or other professional services or advice. We encourage you to seek appropriate professional advice from your physician or other health care professional promptly for any situation or problem that you may have.
Forward Looking Statements
This Site may contain forward looking statements that are subject to risks and uncertainties that might cause actual results to differ from those foreseen. We wish to caution you that these statements are only predictions and those actual events or results may differ materially. Exalenz assumes no obligation, and does not intend to update these forward-looking statements.
External Links or References
Disclaimer of Representations and Warranties
YOU AGREE THAT YOUR USE OF THE EXALENZ SITE IS AT YOUR OWN RISK. EFFORTS BY EXALENZ TO MODIFY THE SITE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS. THE EXALENZ SITE, INCLUDING ALL CONTENT, INFORMATION OR SERVICES PROVIDED THROUGH, OR IN CONJUNCTION WITH, THE SITE, IS PROVIDED “AS IS,” AS A CONVENIENCE TO ALL USERS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (2) OF INFORMATIONAL CONTENT OR ACCURACY, (3) OF NON-INFRINGEMENT, (4) OF QUIET ENJOYMENT, (5) OF TITLE, (6) THAT THE SITE WILL OPERATE IN AN ERROR FREE, TIMELY, SECURE, OR UNINTERRUPTED MANNER, IS CURRENT AND UP TO DATE AND ACCURATELY DESCRIBES EXALENZ’ PRODUCTS AND SERVICES, OR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (7) THAT ANY DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED, OR (8) THAT THE SITE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM.
Disclaimer of Liability
IN NO EVENT SHALL EXALENZ AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, INTERNAL OPERATING UNITS, AFFILIATES, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES (COLLECTIVELY, WITH EXALENZ, THE “EXALENZ ENTITIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE EXALENZ SITE OR WITH THE DELAY OR INABILITY TO USE SAME, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE EXALENZ SITE, OR FOR ANY INFORMATION, PRODUCTS, AND SERVICES OBTAINED THROUGH OR VIEWED ON THE EXALENZ SITE, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHERWISE, EVEN IF EXALENZ HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM EXALENZ’ NEGLIGENCE OR GROSS NEGLIGENCE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, EXALENZ’ LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. ADDITIONAL DISCLAIMERS APPEAR WITHIN THE BODY OF THIS SITE AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THIS SITE OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY.
Confidentiality of Account and Password
You are responsible for maintaining the confidentiality of your account and password, and for restricting access to your computer. You accept full responsibility and liability for all activities that occur under your account or password. Exalenz reserves the right to refuse service, terminate accounts, or remove content in its sole discretion. You represent and warrant that the information you supply during any registration or update process will be accurate and complete and that you will not (1) impersonate or misrepresent your association with any person or entity, including without limitation registering under the name of another person, or seek to conceal or misrepresent the origin of any content or information provided by you, (2) choose a user name that Exalenz deems offensive, or (3) choose a user name for the purposes of deceiving or misleading Exalenz as to your true identity. You agree not to impersonate any other person.
Notification of Unauthorized Use/Ceasing Access
You shall notify Exalenz immediately of any unauthorized use or threat of unauthorized use of your account or the Site or of any other breach or potential breach of security known to you with respect to your account or the Site, including without limitation any loss or compromise of any password, and will cooperate with Exalenz in every reasonable way to help Exalenz prevent the further unauthorized use, threat of unauthorized use, disclosure or threat of disclosure regarding the Site, your account and/or your password. You agree that immediately upon termination of your right to use the Site, or upon any earlier demand by Exalenz at any time, you will cease all access and/or use of the Site, and will not attempt to access and/or use the Site.
COPYRIGHT AND OTHER INTELLECTUAL PROPERTY
The Site and all content, organization, graphics, design, compilation, magnetic translation, digital conversion, and other matters related to the Site are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights pursuant to international conventions and U.S., Israeli and other laws. The Site and all Site content is the property of Exalenz and/or third party licensors, and all right, title and interest in and to the Site and Site content will remain with Exalenz or such third party licensors. Other product and company names mentioned herein may be the trademarks of their respective owners. The Site, including all Site content, is only for your personal, non-commercial use. You do not acquire ownership rights to the Site or any Site content. You will abide by any and all additional copyright notices, information, or restrictions contained in any content on the Site. You will not modify, adapt, translate, reverse engineer, decompile, or disassemble the Site or any Site content. Any copying, republication, or redistribution of the Site or Site content, including by caching, framing, or similar means, is expressly prohibited without the prior written consent of Exalenz and/or the respective intellectual property rights holder identified in the subject content.
Copyright Infringement Claims
Exalenz respects the intellectual property rights of others and expects our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Exalenz’ Designated Copyright Agent, identified below, with the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online Site are covered by a single notification, a representative list of such works at that Site; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party; (5) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (7) any other materials or information as may be required under the DMCA as amended from time to time or by the U.S.
Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted to the Exalenz Designated Copyright Agent using the following contact information:
Postal Address: Exalenz Bioscience Inc.
1313 N. Market St. Suite 5100
Wilmington, DE 19801
ALL INQUIRIES NOT RELEVANT TO THE ABOVE PROCEDURE WILL RECEIVE NO RESPONSE.
DISPUTE RESOLUTION (ARBITRATION CLAUSE)
The arbitrator’s award is final and binding on all parties. The Federal Arbitration Act, and not any state law concerning arbitration, governs all arbitration under this clause. Any court having jurisdiction may enter judgment on the arbitrator’s award. If any part of this clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. Notwithstanding anything to the contrary contained herein, if the waiver of class action rights contained herein is not enforceable as to any person or persons, such non-enforceability shall apply to such person or persons only, and all other persons shall continue to be governed by the Arbitration Clause.
Giving Up Right of Class Action
If you are a California resident, to the extent permitted by California law, you waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor” as well as any other unknown claims under California Civil Code Section 1542 or any statute or common law principle of similar effect.
CHOICE OF LAW; JURISDICTION AND VENUE; WAIVER OF JURY TRIAL
Viewing, Accessing and Use Outside Israel and the United States
Exalenz makes no claims that the Site may be lawfully viewed, accessed or used outside Israel or the United States. Access or use of the Site may not be legal by certain persons or in certain countries. If you access or use the Site from outside of Israel or the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.
No Joint Venture
Statute of Limitations
Any cause of action you may have with respect to your use of the Site must be commenced within one year after the claim or cause of action arises; thereafter, any such claim will be forever barred, without regard to any contrary legislation.
Inquiries regarding this policy should be directed to email@example.com