Terms and Conditions Governing the Use of the MyoKardia Website and Other Online Services
Welcome to the MyoKardia website ("Website”) currently located at www.myokardia.com, and other online services owned or controlled by MyoKardia (collectively, the “MyoKardia Online Services”). MyoKardia, Inc. (“MyoKardia,” “we,” “us” or “our) created and maintains the MyoKardia Online Services.
2. Incorporation by Reference
3. Modification of These Terms
These Terms were last revised on September 2, 2014.
4. Your Use of the MyoKardia Online Services
4.1 MyoKardia Online Services License Grant
Subject to your compliance with the terms and conditions set out in these Terms, MyoKardia hereby grants to you a personal, limited, non-exclusive, non-transferable, freely revocable license to use the MyoKardia Online Services for your own personal, noncommercial use. MyoKardia reserves all rights not expressly granted in these Terms. MyoKardia reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use or access of the MyoKardia Online Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
4.2 Limitations on Your Permitted Use of the MyoKardia Online Services
5. Third Party Information and Websites
Information about companies other than MyoKardia contained in news, press releases or otherwise that are posted on this Website should not be relied upon as being provided or endorsed by MyoKardia. Links to third-party websites or pages are provided solely as a convenience for you and not as an endorsement by us of the content on such third-party sites. MyoKardia expressly disclaims liability for all third party information and the use of it.
MyoKardia may terminate your use of the MyoKardia Online Services at any time and for any reason without notice for conduct violating these Terms. Upon any such termination, you must destroy all content obtained from the MyoKardia Online Services and all copies thereof. You agree that if your use of the MyoKardia Online Services is terminated pursuant to these Terms, you will not attempt to use the MyoKardia Online Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you indemnify and hold us harmless from any and all liability that we may incur therefore.
Your only remedy with respect to any dissatisfaction with (i) the MyoKardia Online Services, (ii) any term of these Terms, (iii) any policy or practice of MyoKardia in operating the MyoKardia Online Services, or (iv) any content or information transmitted through the MyoKardia Online Services, is to terminate these Terms and your use of the MyoKardia Online Services. You may terminate these Terms at any time by discontinuing use of any and all parts of the MyoKardia Online Services.
7. Ownership; Proprietary Rights
The MyoKardia Online Services and the trademarks, service marks, and logos of MyoKardia used and displayed on the Website are registered and unregistered trademarks and services marks of MyoKardia, its affiliates, related companies or its licensors or joint venture partners, unless otherwise noted. All content of the MyoKardia Online Services, including any images or text, is protected by U.S. and foreign copyright laws and may not be distributed, downloaded, modified, reused, reposted or otherwise used, except as expressly granted herein. Except as provided herein, no part of any content or software contained in the MyoKardia Online Services may be copied, downloaded or stored in a retrieval system for any purpose, nor may it be redistributed for any purpose, without the express written permission of MyoKardia. The use or misuse of MyoKardia's trademarks, service marks, copyrights or other materials, except as permitted herein, is expressly prohibited and may be a violation of copyright law, trademark law, communications regulations and statutes and other laws, statutes and/or regulations.
You agree to defend, indemnify, and hold harmless MyoKardia, its affiliates, their respective officers, directors, employees, agents, contractors, suppliers, partners or licensors (“MyoKardia Parties”) from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms or your access to, use or misuse of the MyoKardia Online Services or its content. MyoKardia shall provide notice to you of any such claim, suit, or proceeding. MyoKardia 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 MyoKardia’s defense of such matter.
9. Disclaimers; No Warranties
9.1 "As is" and "As available" and "With All Faults".
ALL CONTENT CONTAINED WITHIN THE MYOKARDIA ONLINE SERVICES IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MYOKARDIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
9.2 No Warranty
THE MYOKARDIA PARTIES make no warranty as to the accuracy, usefulness, currency, completeness or availability of any information transmitted or made available via this Website, and shall not be responsible or liable for any error or omissions in that information. You are responsible for verifying any information before relying on it.
THE MYOKARDIA PARTIES DO NOT WARRANT THAT THE DATA OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE MYOKARDIA ONLINE SERVICES OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
9.4 Harm to Your Computer.
YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE MYOKARDIA ONLINE SERVICES OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE USE OF SUCH MATERIAL OR DATA.
9.5 Limitations By Applicable Law
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 MYOKARDIA PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10. Limitation of Liability; Limitation of Damages
10.1 Limitation of Liability
THE MYOKARDIA PARTIES SHALL NOT BE HELD RESPONSIBLE FOR ANY ACTION TAKEN THAT IS BASED ON THE INFORMATION PRESENTED IN THE MYOKARDIA ONLINE SERVICES. THE MYOKARDIA PARTIES EXPRESSLY DISCLAIM ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THIS WEBSITE, EVEN IF THE MYOKARDIA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH THE USE OF THE MYOKARDIA ONLINE SERVICES, THE INABILITY TO USE THE MYOKARDIA ONLINE SERVICES OR ANY ERRORS OF OMISSIONS IN THE CONTENT OF THE MYOKARDIA ONLINE SERVICES.
10.2 Limitation of Damages
IN NO EVENT WILL THE MYOKARDIA PARTIES OR THEIR SUCCESSORS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE MYOKARDIA ONLINE SERVICES OR YOUR INTERACTION WITH OTHER MYOKARDIA ONLINE SERVICES USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED ONE HUNDRED DOLLARS.
11. Use Outside of the United States
MyoKardia controls and operates the MyoKardia Online Services in California. MyoKardia makes no representation that contents in the MyoKardia Online Services may be downloaded, viewed or are appropriate for use outside the United States. If you access or otherwise use the MyoKardia Online Services or its 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.
12. United States Export Controls.
You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by You that You will not export such software, technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under these Terms are contingent on your compliance with this provision.
13. Dispute Resolution
By choosing to use the MyoKardia Online Services or otherwise providing information to MyoKardia, you agree that any dispute over your use of the MyoKardia Online Services or these Terms will be governed by the laws of the State of California and the United States of America. You also consent to the adjudication of any disputes arising in connection with our Site in the federal and state courts of San Mateo County in the State of California. You also agree to attempt to mediate any such dispute and to abide by all limitations of liability contained herein.
If any provision of these Terms is unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Failure of MyoKardia to act on or enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision in these Terms. No waiver shall be effective against MyoKardia unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by MyoKardia and you, these Terms constitute the entire agreement between you and MyoKardia with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. These Terms will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to through the Website might be publicly accessible. Important and private information should be protected by you. MyoKardia is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration.
15. Contact Information
If you have any questions about these Terms, please let us know through our Contact Us page or at email@example.com or (650) 741-0900.