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Acceptance of Terms
The following terms and conditions govern all use of the VitaePharma.com website
(the Site) and any services available at the Site
(taken together, the Service). The Service is owned
and operated by Vitae Pharmaceuticals, Inc. (Vitae).
The Service is offered subject to acceptance without modification of all of
the terms and conditions contained herein and all other operating rules, policies
and procedures that may be published from time to time on this Site by Vitae
(collectively, the Terms of Use).
The Service is available only to individuals who are at least 18 years old,
whether acting on their own behalf or as an authorized employee or representative
of a corporation or other business entity. If you do not so qualify, do not
attempt to register for or use the Service. Vitae may refuse to offer the Service
to any person or entity and may change its eligibility criteria, at any time,
in its sole discretion.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE, THEN DO NOT ACCESS OR USE
THE SERVICE. BY VIEWING OR USING ALL OR ANY PART OF THE SERVICE, DOWNLOADING
ANY MATERIALS OR BY COMPLETING THE SUBSCRIPTION AND INFORMATION REQUEST REGISTRATION
PROCESS, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS OF USE.
Changes.
Vitae reserves the right, at its sole discretion, to modify or replace any
of these Terms of Use at any time. It is your responsibility to check the Terms
of Use periodically for changes. Your continued use of the Service following
the posting of any changes to the Terms of Use constitutes acceptance of those
changes. Except as just specified, these Terms of Use may not be amended except
by written instrument executed by you and Vitae.
Privacy.
Vitae's current privacy policy is available at http://www.vitaepharma.com/terms/privacy.php
(the Privacy Statement), which is incorporated by this reference. Vitae will
not edit, delete or disclose the contents of your data in connection with the
Service unless (1) reasonably necessary to perform the Service, (2) authorized
by you, (3) otherwise permitted under the Privacy Statement or (4) Vitae is
required to do so by law or regulation, or in the good faith belief that such
action is necessary to (i) conform or comply with applicable laws, regulations
or legal process, (ii) protect or defend the rights or property of Vitae or
any other user or (iii) enforce the Terms of Use.
Rules and Conduct.
The Service (including without limitation, any content, documents or other
information made available via the Service) is provided only for your use for
internal business purposes. Any unauthorized use of the Service, including without
limitation, any commercial use (such as, for example, resale to third parties),
is expressly prohibited.
As a condition of use, you promise not to use the Service for any purpose that
is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably
intended by Vitae. You agree to abide by all applicable local, state, national
and international laws and regulations.
By way of example, and not as a limitation, you agree not to (a) take any action
or (b) upload, post, submit or otherwise distribute or facilitate distribution
of any content (including text, communications, software, images, sounds, data
or other information) using any communications service or other service available
on or through the Service, that:
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive,
fraudulent, invasive of another's privacy, tortious, obscene, profane or which
otherwise violates the Terms of Use;
- infringes any patent, trademark, trade secret, copyright, right of publicity
or other right of any party;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail
("spamming");
- imposes an unreasonable or disproportionately large load on Vitae's computing,
storage or communications infrastructure, or attempts to gain unauthorized
access to the Service, other accounts, computer systems or networks connected
to the Service, through password mining or otherwise;
- contains software viruses or any other computer codes, files, or programs
that are designed or intended to disrupt, damage, limit or interfere with
the proper function of any software, hardware, or telecommunications equipment
or to damage or obtain unauthorized access to any system, data or other information
of Vitae or any third party; or
- harvests or collects any information from the Site; or
- impersonates any person or entity, including any employee or representative
of Vitae.
Vitae may, at its sole discretion, immediately terminate your access to the
Service should your conduct fail to conform strictly with any provision of this
section.
Content.
Vitae has no obligation to monitor the Service or any use thereof. However,
Vitae reserves the right at all times and without notice to monitor, review,
retain or disclose any information as necessary to satisfy any applicable law,
regulation, legal process or governmental (including law enforcement) request.
You agree not to provide Vitae with any confidential or proprietary information
that you desire or are required to keep secret.
Third Party Sites.
The Service may permit you to link to other websites on the Internet, and
other websites may contain links to the Site. These other websites are not under
Vitae's control, and you acknowledge that Vitae is not responsible for the accuracy,
legality, appropriateness or any other aspect of the content or function of
such websites. The inclusion of any such link does not imply endorsement by
Vitae or any association with its operators.
Proprietary Rights.
You agree that all content and materials delivered via the Service or otherwise
made available by Vitae at the Site are protected by copyrights, trademarks,
service marks, patents, trade secrets or other proprietary rights and laws.
Except as expressly authorized by Vitae in a separate signed writing, you agree
not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly
display, publicly perform, publish, adapt, edit or create derivative works from
such materials or content. However, you may print or download a reasonable number
of copies of the materials or content at this Site for your internal business
purposes; provided, that you retain all copyright and other proprietary notices
contained therein. Systematic retrieval of data or other content from this Site
to create or compile, directly or indirectly, a collection, database or directory
without separate written permission from Vitae is prohibited.
Reproducing, copying or distributing any content, materials or design elements
on the Site for any other purpose is strictly prohibited without the express
prior written permission of Vitae. Use of the content or materials for any purpose
not expressly permitted in these Terms of Use is prohibited. Any rights not
expressly granted herein are reserved.
License to Vitae.
By uploading, submitting or otherwise disclosing or distributing content of
any kind at or the Site or otherwise through the Service, you:
- grant to Vitae, its affiliates and their assignees the perpetual, irrevocable,
non-exclusive, royalty-free right to use, reproduce, display, perform, adapt,
modify, distribute, make derivative works of and otherwise exploit such content
in any form and for any purpose, including without limitation, any concepts,
ideas or know-how embodied therein;
- represent and warrant to Vitae that you own or otherwise control all rights
to such content and that disclosure and use of such content by Vitae (including
without limitation, publishing content at the Site) will not infringe or violate
the rights of any third party; and
- acknowledge that the content may not be treated confidentially.
Termination.
Vitae may terminate your access to all or any part of the Service at any time,
with or without cause, with or without notice, effective immediately. If you
wish to terminate your account, you may simply discontinue using the Service.
No Warranties.
THE SERVICE AND ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS AND SERVICES
INCLUDED IN OR AVAILABLE THROUGH THE SITE (THE CONTENT)
ARE PROVIDED "AS IS" AND "AS AVAILABLE". THE SERVICE AND
CONTENT ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE
OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. VITAE,
AND ITS AFFILIATES, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT: (A) THE CONTENT
IS TIMELY, ACCURATE, COMPLETE, RELIABLE OR CORRECT; (B) THE SERVICE WILL BE
SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (C) ANY DEFECTS OR ERRORS
WILL BE CORRECTED; (D) THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
OR (E) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE
OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
Limitation of Liability.
IN NO EVENT SHALL VITAE (OR ITS AFFILIATES, LICENSORS AND SUPPLIERS) BE LIABLE
CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY
CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE),
FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF
DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY,
GOODS OR SERVICES, OR (C) DIRECT OR INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE,
SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS
OF BUSINESS, REVENUES, PROFITS OR GOODWILL, EVEN IF VITAE HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL
OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE
OF ANY REMEDY PROVIDED HEREIN.
Indemnification.
You agree to defend, indemnify, and hold harmless Vitae, its affiliates and
their employees, contractors, officers, directors and representatives from all
liabilities, claims, and expenses, including attorneys' fees, that arise from
your use or misuse of the Service. Vitae reserves the right, at it own expense,
to assume the exclusive defense and control of any matter otherwise subject
to indemnification by you, in which event you will assist and cooperate with
Vitae in asserting any available defenses
International Use.
Vitae makes no representation that the Content is appropriate or available
for use in locations outside the United States, and accessing the Service is
prohibited from territories where such Content is illegal. If you access the
Service from other locations, you do so at your own initiative and are responsible
for compliance with local laws.
Dispute Resolution.
A printed version of these Terms of Use and of any notice given in electronic
form shall be admissible in judicial or administrative proceedings based upon
or relating to this agreement to the same extent and subject to the same conditions
as other business documents and records originally generated and maintained
in printed form. You and Vitae agree that any cause of action arising out of
or related to the Service must commence within one (1) year after the cause
of action arose; otherwise, such cause of action is permanently barred.
These Terms of Use shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania, excluding its conflicts of law rules,
and the United States of America. You expressly agree that the exclusive jurisdiction
for any claim or action arising out of or relating to these Terms of Use or
your use of this Site or Services shall be filed only in the state or federal
courts located in Pennsylvania, USA, and you further agree and submit to the
exercise of personal jurisdiction of such courts for the purpose of litigating
any such claim or action. Use of the Service is not authorized in any jurisdiction
that does not give effect to all provisions of these Terms of Use, including
without limitation, this section.
Integration and Severability
These Terms of Use are the entire agreement between you and Vitae with respect
to the Service and use of this Site, and supersede all prior or contemporaneous
communications and proposals (whether oral, written or electronic) between you
and Vitae with respect to this Site (but excluding the use of any software which
may be subject to a separate end-user license agreement). If any provision of
the Terms of Use is found to be unenforceable or invalid, that provision will
be limited or eliminated to the minimum extent necessary so that the Terms of
Use will otherwise remain in full force and effect and enforceable.
Miscellaneous.
These Terms of Use and the Service contemplated hereunder are personal to
you, and are not assignable, transferable or sublicensable by you except with
Vitae's prior written consent. Vitae may assign, transfer or delegate any of
its rights and obligations hereunder without consent. All waivers and modifications
must be in a writing signed by both parties, except as otherwise provided herein.
No agency, partnership, joint venture, or employment relationship is created
as a result of this Agreement and neither party has any authority of any kind
to bind the other in any respect. In any action or proceeding to enforce rights
under this Agreement, the prevailing party will be entitled to recover costs
and attorneys' fees. All notices under this Agreement will be in writing and
will be deemed to have been duly given when received, if personally delivered
or sent by certified or registered mail, return receipt requested; when receipt
is electronically confirmed, if transmitted by facsimile or e-mail; or the day
after it is sent, if sent for next day delivery by recognized overnight delivery
service.
Copyright and Trademark Notices.
Unless otherwise indicated, these Terms of Use and all Content provided by
Vitae are copyright © 2004 Vitae Pharmaceuticals, Inc. All rights reserved.
Vitae™, Vitae Pharma™ and Vitae Pharmaceuticals™ are either
trademarks or registered trademarks of Vitae. The names of actual companies
and products mentioned at the Site may be the trademarks of their respective
owners.
Contact.
You may contact Vitae at the following address:
Vitae Pharmaceuticals, Inc.
502 West Office Center Drive
Ft. Washington, PA 19034
Tel: 215.461.2000
Fax: 215.461.2006
Email: contact@vitaepharma.com
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