Welcome and thank you for your interest in Commense Bio (“Commense Bio”, “we”, or “us”). This website (the “Site”) is owned and operated by Commense Bio. These terms of use (the “Terms of Use”) are a legally binding contract between you and Commense Bio and set forth terms and/or conditions for your use of the Site as set forth below.
Please read these terms of use carefully. By accessing or using the site, you agree to be bound by these terms of use. If you are entering into these terms of use on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to all of these terms and conditions, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not wish to agree to these terms of use, you do not have our permission to use the Site. You must be at least 18 years of age to use this Site. By agreeing to these Terms, you represent and warrant to us that: a. you are at least 18 years of age; and b. your use of this Site is in compliance with any and all applicable laws and/or regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
1) Commense Bio Content:
All materials, information and content available on the Site, and any derivative works thereof, (collectively, the “Commense Bio Content”) are proprietary to us or our licensors and should be considered our proprietary information. You agree to use Commense Bio Content in strict accordance with these Terms of Use and to not use or disclose to any third party the Commense Bio Content, or any component thereof, except as authorized by these Terms of Use or otherwise approved in writing by us.
Subject to these Terms of Use, we hereby grant you a limited, non-exclusive, non-transferable and revocable license to use, display and reproduce the Commense Bio Content solely for your internal business use and for no other purpose. As between you and us, we and/or our licensors, as applicable, retain all right, title and interest in and to the Site and Commense Bio Content, and all related intellectual property rights. We reserve all rights not granted in these Terms of Use. You will immediately notify us in the event of any loss or unauthorized disclosure of any Commense Bio Content. Upon our written request, or your termination of these Terms of Use, you must promptly delete or destroy all documents and other tangible materials representing any Commense Bio Content and all copies thereof.
2) Commense Bio Technology:
You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Site as well as our proprietary information related to any products or services under development or investigation (“Our Technology”) are protected under United States and international copyright, patent, trade secrets and other laws and owned by us or our licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, practiced or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You agree to abide by all proprietary notices, information, or restrictions displayed on the Site or contained in or attached to any of Our Technology. Nothing in these Terms of Use grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site, according to these Terms of Use. Furthermore, nothing in these Terms of Use will be deemed to grant a license to Our Technology other than the license grant in Section 1 above. Certain of the names, logos, and other materials displayed on the Site constitute trademarks, tradenames, service marks or logos (“Marks”) of Commense Bio or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third-party software provided in connection with the Site will be governed by such third parties’ licenses and not by these Terms of Use.
3) Modification and Termination:
You agree that we may immediately suspend or terminate your access to the Site or any part of the Commense Bio Content at any time, for any reason, in our sole discretion. We also reserve the right to modify the Commense Bio Content or to modify, suspend, or discontinue the Site, or any part thereof, with or without notice. You agree that we will not be liable to you or to any third party for any modification of the Commense Bio Content or modification, suspension, or discontinuance of the Site.
4) Feedback:
We will treat any feedback or suggestions you provide to us as non-confidential and non-proprietary. In the absence of a written agreement with us to the contrary, you agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.
5) Third Party Links:
The Site may contain links to other web sites operated by third parties. Such third-party web sites are not under our control, and we are not responsible for the content of any third party web site or any link contained in a third party web site. You access these links at your own risk. It is your responsibility to evaluate the content and usefulness of the information obtained from these other sites. We provide these links only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to third party web sites.
6) Interaction with other users:
Opinions, advice, statements, offers, or other information or content created by third parties and made available on the Site are those of their respective authors. Such authors are solely responsible for such content. We do not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Site or available through the Site (including from any third-party physician listed on the Site), or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Site or through the Site (including any third-party physician listed on the Site). Under no circumstances will we or our affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Site or transmitted to or by any user of the Site.
7) Warranty Disclaimer:
We are providing the site and the site content on an “as is” and “as available” basis for use at your own risk. We disclaim all warranties, whether express implied, or statutory, including, without limitation, any warranties of title, non-infringement of third-party rights, merchantability, fitness for a particular purpose, accuracy, quiet enjoyment, non-infringement, and compatibility with any other software or system. We do not warrant that your use of the site or any related service will be uninterrupted, error-free or virus free. We do not warrant the accuracy or completeness of the site content. Information at the site may not be current at the moment you visit the site and may contain errors.
8) Medical Disclaimer:
We do not provide any professional medical, diagnosis or treatment advice. You acknowledge that some of the content that is provided on the site may be provided by individuals in the medical profession, however, to the fullest extent permitted by applicable law, the provision of such information does not create a physician (or other medical professional) to patient relationship. Furthermore, it does not constitute an opinion, medical advice or diagnosis or treatment of any particular condition. The services provide educational content and information only and are not a substitute for professional medical advice, nor are they intended to provide a medical opinion and/or diagnosis.
9) Limitation of Liability:
In no event shall we be liable for any indirect, incidental, special, exemplary, or consequential damages arising out of or in connection with the site or the site content, including, without limitation, any damages resulting from loss of use, data, or profits, whether or not we have been advised of the possibility of such damages, on any theory of liability. Our total cumulative liability in connection with these terms of use, the site, or the site content, whether in contract, tort, or otherwise, shall not exceed $10 dollars.
Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risk between the parties under these terms. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these terms. The limitations in this section will apply even if any limited remedy fails of its essential purpose.
10) Indemnification:
You agree to indemnify, hold harmless and, at our option, defend us (including our affiliates, officers, directors, employees, agents, licensors, suppliers and any third-party information providers) from and against all damages, liabilities, and expenses, including reasonable attorney’s fees, resulting from any violation of these terms of use. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in such case, you agree to cooperate with our defense of those claims.
11) Amendment:
We may change these Terms of Use from time to time. Any such changes will become effective when posted on the Site. If you object to any such changes, your sole recourse will be to cease using the Site. Continued use of the Site following posting of any such changes will indicate your acknowledgement of such changes and your agreement to be bound by the revised Terms of Use, inclusive of such changes.
12) General Provisions:
You are responsible for compliance with all applicable laws. The Terms of Use and the relationship between you and us will be governed by the laws of the State of Delaware, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. Any legal action, suit or proceeding arising out of or relating to the Terms of Use, or your use of the Site must be instituted exclusively in the federal or state courts located in Boulder, in the State of Colorado and in no other jurisdiction. You further consent to exclusive personal jurisdiction and venue in and agree to service of process issued or authorized by, any such court. These Terms of Use are personal to you, and you may not transfer, assign or delegate your right and/or duties under these Terms of Use to anyone else and any attempted assignment or delegation is void. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder. The paragraph headings in these Terms of Use, shown in boldface type, are included only to help make these Terms of Use easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or portion thereof, to be unenforceable, that provision of the Terms of Use will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Use will continue in full force and effect. These Terms of Use along with the agreements referenced in these Terms of Use constitute the entire agreement between you and us with regard to the matters described above.
13) Changes to the Terms:
We may periodically make changes to these Terms. When we do, we will update the “Last Updated” date below. It is your responsibility to review the most recent version of these Terms and remain informed of any changes. You agree that your continued use of the Site after the effective date of any changes will constitute your acceptance of the changed Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
14) Changes to the Site:
We reserve the right to modify or discontinue (temporarily or permanently), parts or the entire Site without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site.
15) Legal Notices:
These Terms are governed by the laws of the state of Colorado without regard to conflict of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Site will lie in the state courts located in Boulder, Colorado and the federal court for the District of Colorado located in Denver, Colorado, and you irrevocably agree to submit to the jurisdiction of such courts. The failure of Commense Bio to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Commense Bio in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.
16) Communications with Us:
The communications between you and us relating to this Site will rely on electronic means. For contractual purposes, you (a) consent to receive communications from us in an electronic form, whether via email or posting on the Site or other reasonable means; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in a writing. If you have any questions about the foregoing, please contact us at the following e-mail address: [email protected]