Terms of Use

 

Last Updated March 10, 2017

 

These Terms of Use (“Terms”) explain the contractual relationship between you and Protagenic Therapeutics Inc. and its affiliates and subsidiaries (“PTI,” “us,” “our” or “we”) regarding your use of and access to our website located at www.protagenic.kellygraydesignbuild.com (the “Website”). These Terms, which include our Privacy Policy, constitute a binding legal agreement between you and PTI. Please carefully review the following paragraphs.

 

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE WEBSITE, OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR THROUGH THE WEBSITE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.

 

If you do not agree to the terms discussed herein, you should exit the Website now. We make no representations that this Website or materials in our Website are appropriate or available for access or use in countries outside the U.S. If you access this Website from another country, you do so on your own initiative and are responsible for compliance with laws applicable to such access.

 

We may revise the Terms discussed herein at any time without notice by updating this posting. You are bound by any revisions and, therefore, should periodically visit this page to review the current Terms that apply to your use of our Website.

 

  1. License

 

Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable license to access and use the Website on a computer, tablet device or mobile phone that you own or control. All materials contained on, in, or available through the Website, including all information, data, text, sound, photographs, graphics, press releases, publications, articles, the selection and arrangement thereof, and all source code, software compilations, and other materials (“PTI Content”) are protected by copyright and other intellectual property laws and may not be copied or imitated in whole or in part by you, unless as explicitly stated under these Terms. All trademarks, service marks, trade dress and other intellectual property rights, including but not limited to copyrights, and all derivative works thereof associated with the PTI Content, whether registered or not, are our sole property or the property of parties credited therein. The PTI Content may also be protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws. We do not convey, through allowing access to the Website, any ownership rights in the PTI Content.

 

  1. Limitations

 

You may not create, develop, license, install, use, or deploy any third party software or services to circumvent, enable, modify or provide access, permissions or rights to work around any technical limitations in the Website. You may not copy (except as expressly permitted by these Terms) or publish the Website for others to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, or modify, or create derivative works of the Website, or any updates, or part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open source components included with the Website, if any). Any attempt to do so is a violation of our rights. If you breach this restriction, you may be subject to prosecution and damages. You may not use the Website in any manner not specifically authorized hereunder or in any way that is against any applicable laws or regulations.

 

  1. Forward-Looking Statements

 

Our Website contains forward-looking statements that may include, among other things, statements about our:

 

  • projected timetables for the preclinical and clinical development of, regulatory submissions and approvals for, and market introduction of our products and services;
  • estimates of the potential markets for our products and services;
  • sales and marketing plans;
  • assessments of competitors and potential competitors;
  • estimates of the capacity of manufacturing and other facilities to support our products and services;
  • expected future revenues, operations and expenditures;
  • allocations of revenues, expenses, liabilities and income tax benefits;
  • maintenance of financial covenants contained in our credit facility; and
  • projected cash needs.

 

Words such as “estimate,” “project,” “intend,” “expect,” “believe,” “should,” “may,” “plan,” “anticipate” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks and uncertainties, and our actual results may differ significantly from those that are described in this Website. These risks and uncertainties include:

 

  • our ability to successfully complete preclinical and clinical development of our products and services
  • our ability to manufacture sufficient amounts of products for development and commercialization activities
  • our ability to obtain, maintain and successfully enforce adequate patent and other proprietary rights protection of our products and services
  • the scope, validity and enforceability of patents and other proprietary rights held by third parties and their impact on our ability to commercialize our products and services
  • the accuracy of our estimates of the size and characteristics of the markets to be addressed by our products and services, including growth projections
  • market acceptance of our products and services
  • our ability to identify new patients for our products and services
  • the accuracy of our information regarding the products and resources of our competitors and potential competitors
  • the content and timing of submissions to and decisions made by the US Food and Drug Administration (FDA) and other regulatory agencies
  • our ability to obtain reimbursement for our products and services from third-party payors, and the extent of such coverage
  • our ability to establish and maintain strategic license, collaboration and distribution arrangements
  • the continued funding of our joint ventures
  • the possible disruption of our operations due to terrorist activities and armed conflict, including as a result of the disruption of operation of our subsidiaries and our customers, suppliers, distributors, couriers, collaborative partners, licensees and clinical trial sites.

 

  1. Eligibility

 

You represent and warrant that: (i) you are at least eighteen (18) years old, (ii) you have the right, capacity and authority to be bound by these Terms, and (iii) you will abide by all these Terms.

 

  1. Submission of Information

 

Any communication or material (collectively, “Communication”) that you transmit to our Website, by electronic mail or otherwise, including any data, questions, comments and the like, is, and will be treated as, non-confidential and nonproprietary information. Accordingly, please do not send us any Communication that is considered confidential and/or proprietary. By sending us a Communication, you expressly grant us a perpetual, global, nonexclusive, royalty-free license to reproduce, disclose, transmit, publish, broadcast and post such Communication. Do not send us any ideas, inventions or proposals, as we will not review or consider them.

 

  1. Your Privacy

 

We may monitor access to this Website. If monitored, the requesting URLs, the machine originating the request, and the time of the request, may be logged for access statistics and security purposes. By using this Website, you consent to such general monitoring. Please see PTI’s Privacy Policy for further details on how information from the Website may be gathered and used.

 

  1. Medical Information/Conditions

 

Any information posted on our Website related to medical conditions and treatment is general in nature and is intended only for educational and general information purposes. Should you have a medical condition that may require treatment, or if you have any specific medical questions, promptly see your own doctor or health care provider. Nothing on this Website is a substitute for professional medical consultation advice. We do not offer medical diagnosis or treatment from this Website, and none of the information contained on this Website should be construed as providing medical advice or services of any kind. Only your doctor or other health care professional can determine if a particular medical treatment is appropriate for you.

 

Always seek the advice of your physician or other qualified health care provider before starting any new treatment or with any questions you may have about a medical condition.

 

  1. Disclaimer of Warranties/Limitation of Liability

 

PTI believes that the contents of this Website have come from reliable sources, but we cannot guarantee the information in this Website is accurate, complete or suitable for any purpose. In addition, PTI cannot guarantee that the contents of this Website have not been affected by technical malfunctions or unauthorized tampering. The contents of this Website are subject to change without notice. We may alter or delete material from this Website at any time.

 

Your use of this Website and its contents is at your own risk, and neither PTI nor any party involved in creating or delivering this Website shall be liable for damages of any kind that may result from access to, or use of the information contained on, this Website, including, but not limited to, any such damages arising from errors or omissions, misprints, out-of-date information, inaccuracies, typographical or other errors appearing on this Website, any software that may be downloaded from this Website, or any damage to your computer equipment including, but not limited to, any virus that may infect your computer equipment.

 

THE WEBSITE IS PROVIDED “AS IS” and “AS AVAILABLE.” PTI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, WITH RESPECT TO THE USE OF THIS WEBSITE OR ANY INFORMATION OR SERVICES OBTAINED THROUGH THIS WEBSITE. IN NO EVENT WILL PTI, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SUCCESSORS OR ASSIGNS, BE LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF INFORMATION, LOSS OF PROFITS AND THE LIKE), RESULTING DIRECTLY OR INDIRECTLY FROM ANY USE OF THIS WEBSITE OR DEFECT IN THIS WEBSITE OR ANY INFORMATION CONTAINED IN THIS WEBSITE. By using this Website, you assume the risk that the information and materials on this Website may be incomplete, inaccurate, out-of-date, or may not meet your needs or requirements.

 

Please note that some jurisdictions may not allow the exclusion or limitation of liability for consequential or incidental damages. In such states and jurisdictions, our liability (including our officers, directors, employees, parents and affiliates) shall be limited to the fullest extent provided by law).

 

  1. Export of Information

 

The United States Export Control laws prohibit the export of certain technical data and software to certain countries, territories and individuals. No content from this Website may be downloaded or otherwise exported in violation of United States law.

 

  1. Website Availability

 

This Website may be unavailable from time to time due to mechanical, technical, software, hardware or third-party vendor failures, updating or construction. PTI cannot predict or control when such downtime may occur and cannot control the duration of such downtime. We reserve the right to suspend or cease providing the Website, with or without notice, and we shall have no liability or responsibility to you if we do so.

 

  1. Assignment

 

We may transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.

 

  1. Indemnification

 

By using the Website, you agree to defend, indemnify and hold us, our affiliates, partners, officers, directors and employees harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Website or the creation, placement or transmission of any message, information, software or other materials through the Website by you or related to any violation of these Terms by you (collectively, “Indemnified Matters”). We shall control the defense of any Indemnified Matters through counsel of our choice.

 

  1. Miscellaneous

 

These Terms are governed and interpreted pursuant to the laws of the State of New York, United States of America, notwithstanding any principles of conflicts of law that would dictate the application of the law of another jurisdiction. You consent to the exclusive jurisdiction and venue of the federal and state courts located in the State of New York, County of New York, for any action arising out of or relating to these Terms.

 

If any part of these Terms is unlawful, void, or unenforceable, such part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. PTI may, at its sole discretion and without notice, revise these Terms at any time by posting an amended version of the Terms. Amendments shall be effective upon posting on the Website. You are responsible for regularly reviewing these Terms. Your continued access to and use of the Website following such posting constitutes your consent to be bound by any amended Terms. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No independent contractor, partnership, joint venture or employer-employee relationship is intended or created. No action, regardless of form, which arises from or is related in any way whatsoever to these Terms, may be commenced by you more than twelve (12) months after such cause of action accrues. All notices and other communications under the Terms must be in writing and will be deemed to have been duly given when actually received. You may provide notices to us via email to info@protagenic.com or by writing to us at:

 

Protagenic Therapeutics, Inc.

149 Fifth Ave, Suite 500

New York, NY 10010

 

  1. Entire Agreement

 

This is the entire Agreement between the parties relating to the subject matter herein and shall not be modified except in writing signed by both parties or by the posting of amended Terms by PTI, as described above.

 

If you have any questions, please contact us at info@protagenic.com.