Terms of Service

ITEREX THERAPEUTICS

TERMS OF SERVICE

 

Date Last Updated: April 1, 2019

 

These Terms of Service are entered into by and between you and ITEREX THERAPEUTICS (“Iterex”).  The following terms and conditions, together with any documents incorporated by reference (collectively, these “Terms of Service”), govern your access to, and use of, Iterex’s application, software, and other platforms, including, but not limited to, any content, functionality, and services offered on or through the application, software, or other platform and any future content, functionality, and services offered on or through the application, software, or platform (hereinafter, the “Iterex Technology”).

 

Please read these Terms of Service carefully before you begin using the Iterex Technology.  By (i) accessing the Iterex Technology or (ii) clicking “I accept,” “I agree,” or similar terms indicating your assent to these Terms of Service when that option is made available to you, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, found at https://iterextherapeutics.com/privacy (as the same may be updated from time to time, the “Privacy Policy”), which is incorporated herein by reference, in their current form as of such date.  

 

If you do not agree to these Terms of Service or our use of your information in compliance with our Privacy Policy, you must not access or use the Iterex Technology.  

 

These Terms of Service will continue in full force and effect between you and Iterex from the date that you access the Iterex Technology or other assent to these Terms of Service until the date that either you or Iterex terminate these Terms of Service or your access to the Iterex Technology.

 

Iterex may terminate these Terms of Service or deactivate your account at any time for any reason or no reason whatsoever.

 

Upon termination all rights granted to you by these Terms of Service will also terminate. Termination will not limit any of Iterex’s rights or remedies at law or in equity.

 

Changes to Terms of Service

 

We may revise and update these Terms of Service from time to time in our sole discretion.  All changes are effective immediately when we post them and apply to all access to, and use of, the Iterex Technology thereafter.  Iterex may inform you of its updates to these Terms of Service and may require your assent to the updates before allowing you to continue using the Iterex Technology.  Your continued use of the Iterex Technology following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page prior to each use of the Iterex Technology so that you are aware of any changes as they are binding on you.

 

Access to Data and Iterex Technology

 

Upon your acceptance of these Terms of Service, Iterex grants you a non-exclusive, revocable, nontransferable limited license to access and use the Iterex Technology solely for your personal use (and not for any commercial use or purpose on your part) in the United States of America for purposes of monitoring and evaluating your health and submitting your health information and data to Iterex for Iterex’s use and the uses of other third parties in accordance with the Privacy Policy.

 

It is a condition of your use of the Iterex Technology that all information you provide to Iterex or input into the Iterex Technology is correct, current, and complete. You agree that Iterex may collect, maintain, organize, modify, use, publish, and disseminate any data or information you submit and any other data or information about you that Iterex collects or receives, either through or in connection with the Iterex Technology or from any other person or entity, in accordance with our Privacy Policy.  In the event that you are using the Iterex Technology in connection with a clinical trial or study, you specifically agree that the health information and data may be used by Iterex and third parties in accordance with the Privacy Policy and to the extent otherwise specified in any informed consent form provided to you prior to your participation in such clinical trial or study.

 

By agreeing to these Terms of Service, you agree that Iterex and third parties may access and share your information and data submitted through, or otherwise collected by, the Iterex Technology, including, but not limited to, medications prescribed and instructions for managing your health or handling an emergency provided to you, for purposes of providing care to you and, if applicable, for purposes of conducting the clinical trial or study.

 

By agreeing to these Terms of Service, you agree that you will not submit any information or data using the Iterex Technology other than information or data which either (i) relates solely to your health, your health care, or payment for your health care, or (ii) relates solely to the health, health care, or payment for health care of a third party who has given you permission to submit that information.

 

You acknowledge and agree that in the event a patient representative who is legally entitled to act on your behalf accesses the Iterex Technology on your behalf, that patient representative will be provided access to all of the information and data which you yourself could access through the Iterex Technology, including, but not limited to, your personally identifiable health information.  

 

You acknowledge that misuse of information which identifies another individual and pertains to that individual’s health, health care, payment for health care, or any other protected health information may be a criminal offense. You agree that, except in instances where you are serving as a patient representative for a patient who has expressly authorized your receipt, access, or use of information collected, maintained, organized, modified, used, published, or disseminated by Iterex, in the event you receive, access, or use information relating to another individual’s health, health care, payment for health care, or other protected health information using the Iterex Technology, you will immediately report such receipt, access, or use to Iterex; will keep such information confidential; and will cooperate with Iterex in responding to such receipt, access, or use, including, but not limited to, taking any reasonable actions to mitigate any harm that might result from such access.

 

You acknowledge and agree that, while Iterex may collect, maintain, organize, modify, use, publish, and disseminate information that is submitted to it, Iterex is not responsible for the accuracy, completeness, timeliness, quality, or any other aspect of such information. Any reliance you place on such information is strictly at your own risk. ITEREX DOES NOT ASSUME, AND WILL NOT HAVE, ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INFORMATION YOU MAY OBTAIN USING THE ITEREX TECHNOLOGY.

 

Updates to and Availability of Iterex Technology

 

Iterex may, from time to time, in its sole discretion, develop and provide updates to the Iterex Technology, which may include upgrades, bug fixes, patches and other error corrections, or new features (collectively, including related documentation, “Updates“). Updates may also modify or delete in their entirety certain features and functionality. You agree that, Iterex has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

 

If the Iterex Technology is provided to you in the form of an application downloaded to a mobile device, depending upon the settings of that mobile device, when the mobile device is connected to the internet:

 

(a) Updates to the Iterex Technology may automatically download and install; or

(b) you may receive notice of, or be prompted to download and install, available Updates.

 

You may receive no notice of a particular Update if your device is configured to automatically download and install Updates. Iterex recommends that you promptly download and install all Updates. You acknowledge and agree that the Iterex Technology or portions thereof may not properly operate if you do not download and install Updates. You further agree that all Updates will be deemed part of the Iterex Technology and be subject to all terms and conditions set forth in these Terms of Service.

 

Iterex reserves the right to alter, modify, or terminate the Iterex Technology and any service or material Iterex provides in connection with the Iterex Technology without notice at any time in Iterex’s sole discretion.  From time to time, Iterex may restrict access to some portions of the Iterex Technology or the entire Iterex Technology. ITEREX WILL NOT BE LIABLE IF, FOR ANY REASON, ALL OR ANY PART OF THE ITEREX TECHNOLOGY IS UNAVAILABLE AT ANY TIME OR FOR ANY PERIOD.  

 

Account Security

 

You agree that you will treat your username, password, or other security credentials or identifying information you choose or are provided (collectively, the “Credentials”) as confidential and that you will not disclose such Credentials to any other person or entity unless you are required to do so by law, in which case you will inform Iterex prior to making the disclosure and will only disclose that portion of the Credentials to the extent necessary to comply with the legal requirement. In addition, you may disclose your Credentials to a patient care representative who provide health care services to you if you inform Iterex prior to making such disclosure.  

 

You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Iterex Technology or portions of it using your Credentials. You agree to notify Iterex immediately of any unauthorized access to, or use of, your Credentials or any other breach of security and to assist Iterex in mitigating any inappropriate use, or disclosure of the information as may be requested by Iterex. You also agree to protect any physical devices you own or control which you use to access the Iterex Technology and to ensure that you click the “Log Out” link and complete the log out function at the end of each session.  If you access your account from a public or shared computer, you should use particular caution when doing so to prevent others from viewing or recording your Credentials or your protected health information.

 

Iterex reserves the right to monitor and audit all use of the Iterex Technology and to disable any user name, password or other identifier at any time in its sole discretion, without notice and without cause.

 

Intellectual Property

 

You agree that, as between you and Iterex, the Iterex Technology (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof) and any material which can be accessed or collected through or in connection with, or generated or provided by, the Iterex Technology is the sole property of Iterex or its licensors, as applicable, and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

 

Iterex’s name and all related names, logos, product and service names, designs, and slogans are trademarks of Iterex or its affiliates or licensors.  You must not use such marks without the prior written permission of Iterex.

 

You may not, and agree that you will not, and will not permit or assist others to:

 

  • copy the Iterex Technology or any part thereof;
  • modify, translate, adapt, or otherwise create derivative works or improvements, whether or not copyrightable or patentable, of the Iterex Technology or any part thereof;
  • reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Iterex Technology or any part thereof;
  • use the Iterex Technology or any part thereof in any way that violates any applicable federal, state, local, or international law or regulations;
  • use the Iterex Technology or any part thereof for the purpose of exploiting or harming, or attempting to exploit or harm, any other person in any way;
  • use the Iterex Technology or any part thereof to transmit, or procure the sending of, any advertising or promotion material, including, but not limited to, “spam” or similar solicitation;
  • use the Iterex Technology or any part thereof to impersonate Iterex, an Iterex employee, another user, or any other person or entity, including, but not limited to, by using an e-mail address associated with any of the foregoing;
  • use the Iterex Technology or any part thereof to restrict or inhibit any other person or entity’s use or enjoyment of the Iterex Technology or any portion thereof or which could expose any other person or entity to liability;
  • use the Iterex Technology or any part thereof in a manner that could disable, overburden, damage, or impair the Iterex Technology or interfere with any other person or entity’s use of the Iterex Technology;
  • use a robot, spider, or other automatic device, process, or means to access the Iterex Technology for any purpose, including, but not limited to, monitoring or copying any of the material collected, maintained, organized, modified, used, published, or disseminated by Iterex or through the Iterex Technology without Iterex’s prior written consent;
  • use any manual process to monitor or copy any of the material collected, maintained, organized, modified, used, published, or disseminated by Iterex or through the Iterex Technology without Iterex’s prior written consent;
  • use any device, software, or routine that interferes with the proper working of the Iterex Technology or any part thereof;
  • attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Iterex Technology, the server on which the Iterex Technology is stored, or any server, computer, or database connected to the Iterex Technology;
  • introduce any virus, Trojan horse, worm, logic bomb, or other material which is malicious or technologically harmful to the Iterex Technology or any part thereof;
  • remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notice from the Iterex Technology or any part thereof; or
  • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Iterex Technology or any of its features or functionality or any part thereof to any third party for any reason, including, but not limited to, by making the Iterex Technology available on a network where it is capable of being accessed by more than one device at any time.

 

You further acknowledge that the data submitted by you and third parties to Iterex or through the Iterex Technology is maintained by Iterex as a compilation, and that both the compilation and any de-identified data or compilation of such de-identified data derived by Iterex from data submitted by you or third parties are trade secrets of Iterex which derive independent economic value from not being generally known or readily discernible by proper means.  You agree that, except as explicitly permitted by these Terms of Service, you will not access or attempt to access such trade secrets or intellectual property. You also agree that you will not, and will not permit or assist others to, use the Iterex Technology or data accessed through the Iterex Technology to create similar compilations, de-identified data, or compilations of de-identified data.

 

You agree and acknowledge that Iterex will be irreparably harmed by any breach of this section, other misappropriation or threatened misappropriation of its trade secrets or other intellectual property rights, or violation of these Terms of Use and that money damages will not be a sufficient remedy for such breach, misappropriation, or threatened misappropriation. Accordingly, you agree that Iterex will be entitled to equitable relief, including, without limitation, injunction and specific performance, in the event of any breach of this section, misappropriation or threatened misappropriation of Iterex’s trade secrets, or breach of these Terms of Use without any obligation by Iterex to post bond or other security. Such remedies shall not be deemed to be the exclusive remedies, but shall instead be in addition to all other remedies available at law or in equity.

 

Disclaimer of Warranties

 

THE ITEREX TECHNOLOGY AND ALL INFORMATION OBTAINED USING THE ITEREX TECHNOLOGY IS PROVIDED “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ITEREX, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, SHAREHOLDERS, LICENSORS, AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE ITEREX TECHNOLOGY, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.  WITHOUT LIMITATION TO THE FOREGOING, ITEREX PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, THAT THE ITEREX TECHNOLOGY OR ANY DATA OBTAINED USING THE ITEREX TECHNOLOGY WILL MEET YOUR REQUIREMENTS; ACHIEVE ANY INTENDED RESULTS; BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES; OPERATE WITHOUT INTERRUPTION; MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF, OR LIMITATIONS ON, IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

Limitation on Liability

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ITEREX OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, SHAREHOLDERS, CONTRACTORS, LICENSORS, OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM, OR RELATED TO, (I) YOUR USE OF, OR INABILITY TO USE, THE ITEREX TECHNOLOGY OR ANY INFORMATION ACCESSED THROUGH OR PROVIDED BY THE ITEREX TECHNOLOGY OR (II) THE USE OF THE ITEREX TECHNOLOGY OR ANY INFORMATION ACCESSED USING, OR PROVIDED BY, THE ITEREX TECHNOLOGY BY A THIRD PARTY TO PROVIDE CARE TO YOU FOR:

 

(A) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES

 

(B) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE ITEREX TECHNOLOGY.

 

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR ITEREX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

 

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU, AND THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

Third Party Materials

 

If the Iterex Technology contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including, but not limited to, banner advertisements and sponsored links. WE HAVE NO CONTROL OVER THE CONTENTS OF THOSE SITES OR RESOURCES AND ACCEPT NO RESPONSIBILITY FOR THEM OR FOR ANY LOSS OR DAMAGE THAT MAY ARISE FROM YOUR USE OF THEM.  IF YOU DECIDE TO ACCESS ANY OF THE THIRD PARTY WEBSITES LINKED TO OR THROUGH THE ITEREX TECHNOLOGY, YOU DO SO ENTIRELY AT YOUR OWN RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF USE FOR SUCH WEBSITES.

Indemnification

 

You agree to indemnify, defend and hold harmless Iterex and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind and nature, including attorneys’ fees, expert witness fees and costs, and other costs, arising from, or relating to, your misuse of the Iterex Technology or your breach of these Terms of Service.  Furthermore, you agree that, Iterex assumes no responsibility for the content submitted, accessed, or made available through the Iterex Technology by you or any other person.

 

Governing Law and Forum Selection

 

All matters relating to the Iterex Technology and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

 

Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Iterex Technology shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York located in New York County. You waive any and all objections or affirmative defenses to the exercise of jurisdiction over you by such courts and to venue of any such legal suit, action, or proceeding in such courts.

 

Limitation on Time to File Claims

 

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF, OR RELATING TO, THESE TERMS OF SERVICE OR THE ITEREX TECHNOLOGY MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 

Waiver and Severability

 

No waiver by Iterex of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Iterex to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

 

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

 

Entire Agreement

 

These Terms of Service and the Privacy Policy constitute the entire agreement between you and Iterex with respect to the Iterex Technology and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Iterex Technology.

 

Your Comments and Concerns

The Iterex Technology is operated by the following:

Iterex Therapeutics, Inc.

500 7th Ave

New York, NY 10018

support@iterextechnologies.com

 

All feedback, comments, requests for technical support, and other communications relating to the Iterex Technology should be in writing and directed to the foregoing address or e-mail address.