ENCORA TERMS OF USE
Effective: April 23, 2020
1. Agreement
Welcome to Encora. Please read on to learn the rules and restrictions that govern your use of our websites, products, services and applications (the “Services”).
These Terms of Service (the “Terms”) are a binding contract between you and Encora, Inc. (“Encora,” “we” and “us”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services.
These Terms do not alter in any way the terms or conditions of any other agreement you may have with Encora, Inc. with respect to its Services (each, a “Related Agreement”). To the extent these Terms conflict with a Related Agreement, the terms of the Related Agreement shall control.
PLEASE NOTE THAT ENCORA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE AVAILABLITY, EFFECTIVENESS, OR OTHER CHARACTERISTICS OF ANY STUDY OR ANY DEVICES THAT ENCORA MAY MAKE AVAILABLE OR DISCUSS ON OR IN CONNECTION WITH THE SERVICES.
PLEASE NOTE THAT, EXCEPT AS PROVIDED BELOW, THESE TERMS REQUIRE RESOLUTION OF DISPUTES THROUGH USE OF AN ARBITRATION SERVICE. YOU HEREBY AGREE THAT ALL DISPUTES ARISING FROM, RELATED TO, OR IN CONNECTION WITH YOUR USE OF THE SERVICES WILL BE RESOLVED IN ACCORDANCE WITH THE ARBITRATION AND GOVERNING LAW PROVISIONS SET FORTH IN SECTION 19 BELOW.
2. Modification
Encora reserves the right, at its sole discretion, to modify these Terms at any time and without prior notice. If we modify these Terms, we will either post a notification of the modification on our website or otherwise provide you with notice of the change. The date of the last modification will also be posted at the beginning of these Terms. It is your responsibility to check from time to time for updates. By continuing to access or use the Services, you are indicating that you agree to be bound by any modified Terms.
3. Privacy Policy
Our Privacy Policy discusses how we collect, process, and disclose personal information through the Services. Please read that policy carefully.
4. Eligibility
If you are aged 13 years or younger, you may not download or use our Services or access or provide any User Content. If you are 13 or older but under the age of 18, you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian agreeing to these Terms for the benefit of a child who is 13 or older but under the age of 18, you are fully responsible for his or her use of the Services.
If you use the Services on behalf of a company, partnership, association, or other entity, you hereby represent and warrant that you have the capacity to enter into these Terms on behalf of the entity, or an authorized representative of the entity has agreed to bind the entity to these Terms.
5. Acceptable Use
Encora hereby grants you permission to access and use the Services provided the use is in compliance with these Terms, and you further specifically agree that you use will adhere to the following restrictions and obligations:
a. You may only use the Services for personal use, or for internal business use within your company or other entity. You may not transfer your access to others, or allow others to access the Services through your own access.
b. You may only use the Services for lawful activity. It is your responsibility to comply with all applicable local, state, and federal laws and regulations.
c. You may not interfere with or damage the Services, including, without limitation, through the use of viruses, bots, harmful code, denial-of-service attacks, backdoors, packet or IP address spoofing, forged routing, or any similar methods or technology.
d. You shall not copy, rip, or capture any content encountered on the Services. This includes bulk copying or “scraping” any portion of the website content using a bot or other tool.
e. You may not use the Services to upload, transmit, or promote any material that constitutes junk mail, spam, or commercial offers.
f. You may not use the Services to upload, transmit, or promote any material that infringes or violates the intellectual property rights or any other rights of anyone else (including Encora).
g. You may not decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services.
6. User Accounts
If we elect to modify the Services to enable user accounts, you may be required to sign up for an account, and select a password and user name (“User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person.
If you would like us to terminate your account, please contact us at team@encoratherapeutics.com. Upon receipt of your request, and except as set forth below, we will remove your account and your associated information from the Services within a reasonable time period. Please note that any information you have submitted to publicly accessible areas of the Services (such as a blog or message board) may not be removeable. If we intend to remove your account, we will try to provide advance notice to you prior to our removal of your account so that you are able to retrieve any important User Content you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Encora.
You may not transfer your account to anyone else without our prior written permission.
7. Content
a. Encora Content. The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, and illustrations (all of the foregoing except User Content, the “Encora Content”), are protected by copyright and/or other intellectual property laws.
Further, you acknowledge that as between you and Encora, the Services and Encora Content, including all associated intellectual property rights, are the exclusive property of Encora.
Conditioned upon your compliance with these Terms, Encora grants you a limited, non-exclusive, non-transferable license, to (i) access, view, and use the Services solely for your personal use and (ii) access and view any Encora Content to which you are permitted to access. You have no right to sublicense the licensed rights granted in this section. You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, transmit, broadcast or otherwise exploit the Services, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Encora or its licensors, except for the licenses and rights expressly granted in these Terms.
b. User Content. We may, at our sole discretion, permit you to post, upload, publish, submit or transmit content (“User Content”). By submitting any User Content on or through the Services, you grant to Encora a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, transmit, stream, broadcast, access, and otherwise exploit that User Content, in any media, in order to operate, promote, improve, or market the Services. To the extent that your User Content includes personally identifiable information, we will only disclose that information in the limited circumstances identified in our Privacy Policy. In addition, to the extent that Encora de-identifies and aggregates any User Content, you agree that the derived data will no be longer User Content, and will thus be owned by Encora.
You acknowledge and agree that you are solely responsible for all User Content. Accordingly, you represent and warrant that you have all rights, licenses, consents and releases that are necessary to grant to [[service name]] the license above.
8. Feedback
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You agree that Encora has the right, but not the obligation, to use Feedback without any obligation to provide you credit, royalty payment, or ownership interest in the changes to the Services.
9. Notices of Copyright Infringement
Encora respects copyright law and expects our users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”) of 1998, the text of which may be found on the U.S. Copyright Office website at https://www.copyright.gov/legislation/dmca.pdf, Encora will respond to claims of copyright infringement committed using the Services that are reported to us, provided they meet the criteria below.
If you are a copyright owner, or a designated agent thereof, please report alleged copyright infringements taking place on or through the Services by providing us the following information (the “Notice”):
a. the identity of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are covered by this Notice, a comprehensive list of the copyrighted works that you claim have been infringed;
b. the material that you claim is infringing, and information reasonably sufficient to permit us to locate the material, including at a minimum, the URL of the link shown on the Services where that material may be found;
c. your mailing address, telephone number, and, if available, email address;
d. a statement that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
e. a statement that the information in this Notice is accurate and, under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed; and
f. your full legal name and your electronic or physical signature.
You may deliver this notice, with all items completed, to us, as follows:
Trang Luu
Encora Inc.
1 Broadway, Cambridge, MA 02142
Upon receipt of the Notice as described above, Encora will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Services.
10. Termination
Encora may immediately and without notice terminate these Terms and disable your access to the Services if Encora determines, in its sole discretion, that (a) you have materially breached these Terms; (b) you have violated applicable laws, regulations or third-party rights; or (c) Encora believes, in good faith, that its action is needed to protect the safety or property of other users, Encora, or third parties.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
11. Third Party Content
By using the Services, Encora may provide you with access to third party websites, information, and services, including but not limited to third party databases, networks, servers, software, programs, systems, directories, applications, or products. You hereby acknowledge that Encora does not control any third-party websites and services, and cannot be held responsible for their content, operation, or use. Your use of those services is subject to their respective terms of service. Encora does not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by any third-party websites and services. Encora disclaims any and all responsibility or liability for any harm resulting from your use of any third-party websites and services, and you hereby irrevocably waive any claim against Encora with respect to the content or operation of any any third-party websites and services.
12. Disclaimer of Warranties
YOU HEREBY ACKNOWLEDGE THAT YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES AND ENCORA CONTENT ARE PROVIDED “AS IS,” AND ENCORA, INC., ITS AFFILIATES AND ITS THIRD-PARTY SERVICE PROVIDERS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. ENCORA, INC., ITS AFFILIATES, AND ITS THIRD-PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH THE SERVICES.
Because some states do not permit disclaimer of implied warranties, you may have additional consumer rights under your local laws.
13. Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ENCORA, INC. (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $20 OR (II) THE AMOUNTS PAID BY YOU TO COMPANY IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
14. Indemnification
You agree to release, defend, indemnify, and hold Encora and any third-party services Encora uses harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms.
15. Notices
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Encora (a) via email (in each case to the address that you provide) or (b) by posting to the website.
16. No Waiver
The failure of Encora to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.
17. Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without Encora’s prior written consent. Any attempt by you to assign or transfer these Terms without that consent will be null and of no effect. Encora may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Unless a person or entity is explicitly identified as a third-party beneficiary to these Terms, these Terms do not and are not intended to confer any rights or remedies upon any person or entity other than the parties.
18. Severability
If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
19. Governing Law with Arbitration
These Terms are governed by and will be construed under the laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Suffolk County, Massachusetts, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with those Rules. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Suffolk County, Massachusetts. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
20. Entire Agreement
These Terms constitute the entire agreement between you and Encora regarding your use of the Services, and supersede all prior written or oral agreements.
21. Contact Us
If you have any questions about the Services, please do not hesitate to contact us at team@encoratherapeutics.com.