Last Updated: October 6, 2022
Welcome to www.adcentrx.com (the “Site”). These Terms of Use (“Terms”) are a legally binding contract between you and ADCENTRX THERAPEUTICS (“ADCENTRX”, “we” , “us” or “our”) regarding your use of the Site and any services offered through the Site. Please read the ADCENTRX Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The ADCENTRX Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
BY ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SITE, YOU AGREE TO BE BOUND BY, THESE TERMS. DO NOT USE THE SITE IF YOU DO NOT AGREE TO THESE TERMS.
INFORMATIONAL USE ONLY
ALL MATERIALS ON THE SITE ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT SERVE AS A SUBSTITUTE FOR THE ADVICE OF A MEDICAL PROFESSIONAL.
USE OF THE SITE
You must be at least 13 years old to use the Site. Your use of the Site must comply with any and all applicable laws and regulations. Subject to your compliance with these Terms, ADCENTRX grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable permission to access and use the Site.
RESTRICTIONS ON USE
Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Site or any content, logos, interface or other materials contained on the Site (“Materials”); (b) make modifications to the Site or any Materials; (c) use the Site for any illegal purpose or in violation of any local, state, national, or international law; (d) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right; (e) interfere with security-related features of the Site, including by disabling or circumventing features that prevent or limit use or copying of any content; or (f) interfere with the operation of the Site or any user’s enjoyment of the Site, including by interfering with or disrupting any network, equipment, or server connected to or used to provide the Site.
SUBMISSIONS
We do not accept any unsolicited information or other materials whether through the Sites or otherwise. Do not submit any information or other materials that you consider confidential or proprietary through the Site. If you choose to provide input and suggestions regarding us, our products or services, or problems with or proposed modifications or improvements to the Site (“Feedback”), then you do so on a non-confidential basis (regardless of any designation or indication to the contrary in the submitted information or any accompanying correspondence) and you hereby grant ADCENTRX an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free, transferable, sublicensable right to exploit the Feedback in any manner and for any purpose, including to improve the Site and create other products and services.
OWNERSHIP; PROPRIETARY RIGHTS
The Site and all Materials are owned by ADCENTRX and are protected by intellectual property and other laws. Unauthorized use of any proprietary material is strictly prohibited. ADCENTRX reserves all rights to the Site and Materials not granted expressly in these Terms.
THIRD PARTY SITES
The Site may contain links to third party websites. Linked websites are not under ADCENTRX’s control, and ADCENTRX is not responsible for their content.
MODIFICATIONS OF TERMS
We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. Modifications are effective upon publication and binding on you if you continue to use the Site after they are posted.
MODIFICATION OF THE SITE
ADCENTRX reserves the right to modify or discontinue the Site at any time (including by limiting or discontinuing certain features of the Site), temporarily or permanently, without notice to you. ADCENTRX will have no liability for any change to the Site or any suspension or termination of your access to or use of the Site.
TERMINATION
If you violate any provision of these Terms, your authorization to access the Site and these Terms automatically terminate. In addition, ADCENTRX may, at its sole discretion, terminate these Terms or suspend or terminate your access to the Site, at any time for any reason or no reason, with or without notice.
INDEMNITY
To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify ADCENTRX and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “ADCENTRX Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Site; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. 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 that case, you agree to cooperate with our defense of those claims.
DISCLAIMERS; NO WARRANTIES
THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. ADCENTRX DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ADCENTRX DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE ACCURATE, UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND ADCENTRX DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR ADCENTRX ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE ADCENTRX ENTITIES OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. ADCENTRX does not disclaim any warranty or other right that ADCENTRX is prohibited from disclaiming under applicable law.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ADCENTRX ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ADCENTRX ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE ADCENTRX ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
GENERAL TERMS
These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and ADCENTRX regarding your use of the Site. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. These Terms will be governed by the laws of the Commonwealth of Massachusetts, without regard to its choice of law provisions.
INTERNATIONAL USE
The Site is intended for visitors located within the United States and China (including Hong Kong). We make no representation that the Site is appropriate or available for use outside of the United States and China (including Hong Kong). Access to the Site from countries or territories or by individuals where such access is illegal is prohibited.
QUESTIONS
If you have any questions about our Site or these Terms, please contact us at us at info@adcentrx.com.