These Terms and Conditions May Change
Kadmon reserves the right to update or modify this Agreement at any time without prior notice. Your use of this Site following any such change constitutes your agreement to follow and be bound by the Agreement as changed. For this reason, we encourage you to review this Agreement every time you use this Site.
Copyright Notice and Limited License
Everything you see and hear on this Site, including, for example, all of the text, directories, photographs, illustrations, graphics, audio clips, video clips and audio-video clips (the “Content”), is copyrighted under United States law and applicable international copyright laws and treaty provisions. The copyrights in the Content are owned by Kadmon or by third parties who have licensed their materials to Kadmon. The entire Content of this website is copyrighted as a collective work under United States law and applicable international copyright laws and treaties. Kadmon owns the copyright in the selection, coordination, arrangement and enhancement of the Content. Permission is granted to display, copy, distribute, and download the Content on this Site for personal, noncommercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the Content. You may not, however, distribute, copy, reproduce, display, republish, download, or transmit any Content on this Site for commercial use without prior written approval of Kadmon. You may not “mirror” any Content contained on this Site on any other server without prior written permission from Kadmon.
All of the trademarks, service marks and logos displayed on this Site (the “Trademark(s)”) are registered and unregistered trademarks of Kadmon or third parties who have licensed their Trademarks to Kadmon. Except as expressly stated in these terms and conditions, you may not reproduce, display or otherwise use any Trademark without first obtaining written permission from Kadmon.
Links to Other Websites
This Site may contain hyperlinks to websites that are not operated by Kadmon. These hyperlinks are provided for your reference and convenience only, and do not imply any endorsement of the material or services provided on these third-party websites or any association with their operators. Kadmon does not review or control these websites and is not responsible for their content. Kadmon expressly disclaims any responsibility for the content of any third-party websites linked to our Site or the products or services of such third party. These third-party websites (and the websites to which they link) may contain information that is inaccurate, incomplete or outdated. Kadmon does not make any representations regarding the content or accuracy of materials on such websites or the products or services of any third party operating such websites. You access and use these websites (and the websites to which they link) solely at your own risk.
No Professional Advice
The information provided on this Site is not intended nor recommended as a substitute for professional medical advice. Always seek the advice of your physician or other qualified health provider regarding any medical condition or treatment. Nothing contained on this Site is intended to be for medical diagnosis or treatment.
User Content and Communications
You agree not to transmit, distribute, post, communicate, or store information or other material on, to, or through the Site that:
(a) is copyrighted, unless you are the copyright owner;
(b) infringes on any other intellectual property rights of others or on the privacy or publicity rights of others;
(c) reveals a trade secret, unless you own it;
(d) is obscene, libelous, defamatory, threatening, harassing, abusive, hateful, sexually explicit, or embarrassing to any other person or entity as determined by Kadmon in its sole discretion;
(e) is illegal or otherwise objectionable;
(f) constitutes advertisements or solicitations of business, surveys, contests, chain letters, or pyramid schemes; or
(g) contains viruses, Trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or information.
By using this Site, you understand and agree that Kadmon may at any time monitor, review, use, or disclose any content or communication posted or transmitted by, to, or from you on the Site. You further understand and agree that Kadmon may use or disclose any information related to you (including content or communications posted or transmitted on the Site) for any reason related to the operation of the Site, in order to investigate, prevent, or take action regarding activities that may be prohibited or unlawful, to exercise our legal rights under the Agreement, or otherwise to protect the rights and property of Kadmon or any third party.
Prohibited Uses Generally
Without limiting the foregoing, you agree not to:
(a) delete or revise any material or other information of any other user or Kadmon;
(b) harvest or otherwise collect information about others, including e-mail addresses, without their written consent;
(c) take any action that imposes an unreasonable or disproportionately large load on the Site’s infrastructure;
(d) use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site other than through the search engine and search agents available from Kadmon and other generally available third-party providers (e.g., MSN, Google);
(e) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including, without limitation, browsers, spiders, robots, avatar’s, or intelligent agents) to navigate or search the Site other than the search engine and search agents available from Kadmon on the Site and other than generally available third-party Web browsers (e.g., Microsoft Internet Explorer);
(f) attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Site;
(g) solicit Site members or guests to join outside sites or online sites or organizations; or
(h) engage in any other conduct that restricts or inhibits any other person from using or enjoying the Site, or which, in the judgment of Kadmon, exposes Kadmon or any of its customers or suppliers to any liability or detriment of any type.
You further agree not to violate or attempt to violate the security of the Site, including, without limitation:
(a) accessing data not intended for you or logging into a server or account that you are not authorized to access;
(b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or
(c) attempting to interfere with service to any user, host, or network.
Violations of system or network security may result in civil or criminal liability. In accordance with this Agreement, Kadmon will investigate and work with law enforcement authorities to prosecute users who are involved in such violations.
Notice of Copyright Infringement
Just as Kadmon requires users to respect our copyrights, and those of our affiliates and partners, we respect the copyrights of others. If you believe in good faith that your copyrighted work has been reproduced on or linked from the Site without authorization in a way that constitutes copyright infringement, please provide our designated Copyright Agent with the following information:
(a) identification of the copyrighted work claimed to have been infringed;
(b) identification of the allegedly infringing material on the Site that is requested to be removed;
(c) your name, address, daytime telephone number, and an e-mail address if available, so that Kadmon may contact you if necessary;
(d) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
(e) a statement that the information in the notification is accurate and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed; and
(f) an electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement.
Kadmon’s Copyright Agent for notice of claims of infringement can be contacted at:
Designated Copyright Agent
Kadmon Holdings, Inc.
450 East 29th Street
New York, NY 10016
Upon receipt of such a notice of claimed infringement (or any statement in conformance with 17 U.S.C. §512(c)(3)), Kadmon will act in accordance with applicable law. United States law imposes substantial penalties for falsely submitting a notice of copyright infringement.
Void Where Prohibited
This Site and its contents, which are controlled and operated by Kadmon from offices in the United States, are intended to comply with the laws and regulations in the United States. Although the information on this Site is accessible to users outside the United States, the information pertaining to Kadmon products is intended for use only by residents of the United States. Other countries may have laws, regulatory requirements, and medical practices that differ from those in the United States. Those who choose to access this site from non-U.S. locations are responsible for compliance with local laws. Any offer for any product or service made on this Site is void where prohibited.
DISCLAIMER OF WARRANTIES
THIS WEBSITE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, KADMON DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, KADMON DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. KADMON DOES NOT REPRESENT OR WARRANT THAT THE CONTENT OF THIS SITE IS FREE OF VIRUSES, WORMS OR OTHER CODE THAT MAY MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. IF YOUR USE OF THE WEBSITE OR THE MATERIALS RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, KADMON IS NOT RESPONSIBLE FOR THOSE COSTS. USERS ARE RESPONSIBLE FOR PROTECTING THEMSELVES BY INSTALLING, UPDATING AND RUNNING ANTI-VIRUS PROGRAMS. INFORMATION PUBLISHED ON THIS WEBSITE MAY BE INCOMPLETE OR OUTDATED AND MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. KADMON DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, CURRENCY, RELIABILITY OR COMPLETENESS OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING THIS WEBSITE OR ANY INFORMATION, MATERIALS, SERVICES, SOFTWARE, TEXT, GRAPHICS AND LINKS CONTAINED ON OR ACCESSED THROUGH THIS WEBSITE. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU. KADMON MAKES NO CLAIMS THAT THE MATERIALS ARE APPROPRIATE OR MAY BE DOWNLOADED OUTSIDE OF THE UNITED STATES. ACCESS TO THE MATERIALS MAY NOT BE LEGAL BY CERTAIN PERSONS OR IN CERTAIN COUNTRIES. IF YOU ACCESS THE WEBSITE FROM OUTSIDE OF THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH THE LAWS OF YOUR JURISDICTION.
LIMITATION OF LIABILITY
YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES, SHALL KADMON OR ANY OF ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THIS SITE OR YOUR RELIANCE ON ANY INFORMATION PROVIDED ON THIS SITE, EVEN IF KADMON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, REVENUE OR PROFITS. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS, AND EVEN IF AN AUTHORIZED REPRESENTATIVE OF KADMON HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE IN ANY JURISDICTION, KADMON’S LIABILITY IN SUCH JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS KADMON AND THIRD PARTIES WHO CONTRIBUTE TO THE SITE FROM ANY LOSS, DAMAGE, OR COST (INCLUDING ATTORNEYS’ FEES) RESULTING FROM YOUR VIOLATION OF THIS AGREEMENT.
Choice of Law; Venue
This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. Venue shall lie in New York, New York.
Arbitration of Disputes
Any dispute arising out of or in connection with this Agreement will be referred to final and binding arbitration, to the exclusion of any other court, forum, or jurisdiction. Such arbitration will be conducted under the rules of the American Arbitration Association in effect from time to time. Kadmon will appoint an arbitrator who shall appoint two additional arbitrators. The arbitrators shall agree on who will act as Chair. If the appointed arbitrators cannot agree on a Chair, the Chair will be appointed by the American Arbitration Association. The parties shall instruct such arbitrators to render a determination within three (3) months after their appointment. The place of arbitration will be New York, New York, and the arbitrator is bound to decide the arbitration in accordance with the substantive laws of New York. There will be no consolidation or joiner of any dispute subject to arbitration hereunder with any arbitration or legal proceeding involving third parties or other disputes between the parties hereto. It is expressly understood and agreed by the parties that the findings of the arbitrator(s) will be conclusive on them and their successors, heirs, and assigns and may be entered as a judgment in a court of record. The arbitrator(s) will have no authority to award punitive or exemplary damages or any other monetary damages not measured by the prevailing party’s actual damages, nor generally to make an award in equity. This section shall not prohibit any party from seeking injunctive relief from a court of competent jurisdiction in the event of a breach or prospective breach of this Agreement by the other party.
Severability and No Waiver
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.