Terms of Use

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 © 2010 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