Terms of Use
Introduction
1. The Site:
a. The Site includes informative pages on our product(s) and service(s), as well as other content concerning our company and our business, including content relating to our technology and methods, research publications, and scientific papers authored by or involving members of the Scala Biodesign team or users of our technology.
b. Subject to these Terms, Scala Biodesign grants you a limited, non-exclusive, non-assignable, non-sublicensable, revocable license to use the Site and the content therein, solely for your personal and non-commercial use. These Terms do not entitle you to any right in the Site or content, rather only to a limited right to use it in accordance herewith.
c. You acknowledge that the Site and/or content may contain defects, bugs, or errors. You acknowledge that the content is provided “as is” and any use of the content is done entirely at your own risk.
d. You acknowledge that the Site and/or content may contain defects, bugs, or errors. You acknowledge that the content is provided “as is” and any use of the content is done entirely at your own risk.
e. Scala Biodesign reserves the right, at its sole discretion, to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Site or any part thereof, without notice, at any time. In addition, you acknowledge that the content available through the Site may be changed, modified, edited, or removed at any time without notice. You agree that Scala Biodesign shall not be liable to you or to any third party for any such modification, suspension, error, malfunction, or discontinuance of the Site/content (or any part thereof).
For the avoidance of doubt, any Non-Personal Information connected or linked to any Personal Information shall be deemed Personal Information for as long as such connection or linkage exists. Under this Privacy Policy, the term “information” shall mean both Personal and Non-Personal Information.
We do not collect any Personal Information from you without your approval, which is obtained, inter alia, through your acceptance of the Terms of Use and this Privacy Policy.
2. Use Restrictions
You will not, and you will not allow any third parties to: (i) copy, scrape, modify, create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble any portion of the content on the Site and any other information, documents, material or data available on the Site (collectively, the “Content”) in any way, or publicly display, perform, or distribute the Content, without Scala Biodesign's prior written consent; (ii) make any use of the Content on any other website or networked computer environment for any purpose, or replicate or copy the Content without Scala Biodesign's prior written consent; (iii) create a browser or border environment around the Site and/or Content, link, including in-line linking, to elements on the Site, such as images, posters, and videos, and/or frame or mirror any part of the Site; (iv) transmit, distribute, display or otherwise make available through or in connection with the Site any content which may infringe third-party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content; (v) transmit, use, or otherwise make available in connection with the Site any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Site, or the servers or networks that host the Site or make the Site available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (vii) use the content and/or the Site for any illegal, immoral, or unauthorized purpose; (viii) remove, alter or obscure any copyright, trademark or other proprietary rights notice, on or in, the Site and/or the content; or (ix) use the Site or any content for any competing development activities.
3. Privacy Policy
We respect the privacy of our users and visitors and are committed to protecting the information you share with us in connection with your use of the Site. Our policy and practices and the type of information collected are described in our Privacy Policy, which is incorporated herein by reference. By connecting to, accessing, or using the Site, you acknowledge that you have read and agree to the Privacy Policy.
4. Intellectual Property Rights
a. Any proprietary and intellectual property rights in and to Scala Biodesign products, services, the Site, including any content thereof, such as logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof and related materials, Scala Biodesign trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered, and any and all feedback (as defined herein), are owned and/or licensed to Scala Biodesign or its affiliates or licensors and are subject to copyright and other applicable intellectual property rights under Federal and state United States law, Israel law, foreign laws and international conventions.
b. “Scala Biodesign” and all logos and other proprietary identifiers used by Scala Biodesign in connection with the Site are all trademarks and/or trade names of Scala Biodesign, or may be licensed to us by their respective owners. No right, license, or interest to such marks is granted hereunder, and therefore you will avoid using any of those marks, unless expressly permitted by Scala Biodesign. You are prohibited from removing or deleting any and all copyright notices, restrictions, and signs indicating proprietary rights of Scala Biodesign and/or its licensors, including copyright mark © or trademark ® or ™ contained in or accompanying the Site and/or any content. You are further prohibited from using, diluting, or staining any name, mark, or logo that is identical or confusingly similar to any of Scala Biodesign marks and logos, whether registered or not.
c. In the event that you provide Scala Biodesign with any suggestions, comments or other feedback relating to the Site and/or Scala Biodesign products and/or services (collectively, “Feedback”), such feedback is deemed the sole and exclusive property of Scala Biodesign, and you hereby irrevocably assign to Scala Biodesign all of its rights, title, and interest in and to all Feedback.
d. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted in these Terms.
5. Third Party Components
The Site may use or include links to third-party resources, content, materials, information, and other components (“Third Party Components”). We do not endorse and are not responsible or liable for any such Third Party Components. Your right to access such Third Party Components as part of, or in connection with, your use of the Site is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto.
6. Availability
The Site’s availability and functionality depend on various factors, such as communication networks, software, hardware, and third-party service providers and contractors. Scala Biodesign does not warrant or guarantee that the Site will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.
7. Disclaimer of Warranties
Scala Biodesign does not warrant or make any representations regarding the use, the inability to use, or the results of the use of the Site, content, or any part thereof. Scala Biodesign shall not be liable for any damages whatsoever, including, but not limited to, direct, indirect, special, incidental, or consequential damages of any kind, whether caused consequently or in connection with the use of the Site/content, whether or not Scala Biodesign had informed the user of such possible damage. The Site, including without limitation any content, data, and information related thereto, are provided on an “as is” and “as available” basis, without any warranties of any kind, express or implied, including warranties of title or non-infringement or implied warranties of use, merchantability, or fitness for a particular purpose or use. Scala Biodesign does not warrant that the operation of the Site is or will be secure, accurate, complete, uninterrupted, without error, or free of viruses, worms, or other harmful components. You agree and acknowledge that the use of the Site, including use of and/or reliance on any content available through the Site, is entirely, or otherwise to the maximum extent permitted by applicable law, at your own risk.
8. Indemnification
You release and agree, at your own expense, to indemnify, defend, and hold harmless Scala Biodesign from all liabilities, claims, alleged claims, loss, and damages, including reasonable attorney’s fees related in any way to your breach of the Terms. We will provide you with written notice of such claim, suit, or action and we will allow you to assume the exclusive defense and control of any matter subject to indemnification by you hereunder as long as you conduct such defense diligently.
9. Limitation of Liability
Except with respect to damages arising from Scala Biodesign gross negligence or willful misconduct, and except where prohibited by law, in no event shall Scala Biodesign be liable for any damages, including direct, indirect, special, incidental, or consequential damages of any kind, resulting from or arising out of the Site, use or inability to use the Site, failure of the Site to perform as expected, loss of goodwill, loss of data or profits, the performance or failure of Scala Biodesign to perform under these Terms, and any other act or omission of Scala Biodesign by any other cause whatsoever, including without limitation damages arising from the conduct of any users. If, notwithstanding the other provisions of these Terms, Scala Biodesign is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site, Scala Biodesign’s liability shall in no event exceed $100 USD. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you. In any case, no action may be brought by you in connection with the Site more than one (1) year after the accrual of such cause of action. The limitations, exclusions, and disclaimers in this section shall apply to all claims for damages, whether based on an action of contract, warranty, strict liability, negligence, tort, or otherwise. The limitations herein will apply notwithstanding the failure of essential purpose of any limited remedy, and even if Scala Biodesign has been advised of the possibility of such liabilities and/or damages.
10. Amendments to the Terms
Scala Biodesign reserves the right to change these Terms, and any other documents incorporated by reference herein, from time to time, at its sole discretion and without any prior notice. Scala Biodesign will notify you regarding material changes of the terms of these Terms by notice on the Site. Such material changes will take effect seven (7) days after such notice is provided on our Site. Otherwise, changes to these Terms are effective upon notice being given, which may be made by posting the changed Terms on the Site. You are responsible for regularly reviewing these Terms for updates and modifications. Your continued use of the Site after notice of changes has been given will constitute acceptance of, and agreement to be bound by, those changes. If you do not agree, you may not access or use the Site.
11. General
These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to this Site or use of this Site will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of this Site will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the applicable court in Tel-Aviv, Israel. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms without Scala Biodesign’s prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These Terms are the entire terms and conditions between you and Scala Biodesign relating to the subject matter herein and supersede any prior or contemporaneous written or oral agreements or understandings between you and Scala Biodesign. This Site may also provide notices of changes to these Terms or other matters by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
If you have any questions or comments concerning these Terms or the Site, you are welcome to send us an email at info@scala-bio.com.