1. LEGAL NOTICE
The provisions of this legal notice (“Legal Notice”) apply to the entire contents of this website under the domain name www.frequencytx.com (the “Website”). Please read the following terms carefully before using this Website. By using this Website you acknowledge and agree to the terms and conditions stated herein. If you do not accept these terms and conditions, do not use this Website.
THIS AGREEMENT includeS: (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) a release by you of all claims for damage against us that may arise out of your use of the WEBSITE. IF YOU AGREE TO THESE TERMS ON BEHALF OF A LEGAL ENTITY: (A) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ANY REPRESENTATIVES IT ALLOWS TO ACCESS THE WEBSITE; (B) SUCH ENTITY IS RESPONSIBLE FOR ANY BREACH OF THIS AGREEMENT BY ANY OF ITS REPRESENTATIVES; AND (C) “YOU” AND “YOUR” AS USED HEREIN WILL REFER AND APPLY TO THAT ENTITY AND THE PERSONS THAT ACCESS THE WEBSITE ON ITS BEHALF.
Last Revised November 16, 2016.
2.2 Frequency Therapeutics may modify this Agreement at any time. Modifications become effective immediately upon your first access to or use of the Website after the “Last Revised” date at the top of this Agreement. If Frequency Therapeutics make changes that are material, Frequency Therapeutics may use reasonable efforts to attempt to notify you, including by email or placing a prominent notice on the Website. Your continued access or use of the Website after the modifications have become effective will be deemed your conclusive acceptance of the modified Agreement. If you do not agree with the modifications to the Agreement, then please do not access or use the Website.
2.3 Any use of this Website or any content in a manner inconsistent with these terms and conditions is deemed unauthorized access and may subject the user to civil or criminal penalties. Frequency Therapeutics is entitled, at any time and without obligation to give any reasons, to deny you the right to access this Website, including, without limitation, for violations of any of these terms and conditions.
Subject to your compliance with the terms and conditions of this Agreement, Company hereby grants you a personal, non-exclusive, non-transferable, revocable, limited license (without the right to sublicense) to access and use the Website for your personal non-commercial use only, and subject to the limitations set forth below. This Agreement is limited to the intellectual property rights of Frequency Therapeutics and its licensors and does not include any rights to other intellectual property. Frequency Therapeutics reserve any and all rights not expressly granted to you pursuant to this Agreement.
3.2 Use Restrictions.
(a) Except as specifically permitted herein, you agree that you will not directly or indirectly: (i) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Website in any unauthorized manner; (ii) use the Website in any service bureau arrangement; (iii) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Website or any part thereof in any form or manner or by any means; (iv) harvest or scrape any content or data from the Website; (v) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Website; (vi) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Website (except as and only to the extent any foregoing restriction is prohibited by applicable law); (vii) use any means to discover the source code of any portion of the Website; (viii) otherwise circumvent any functionality that controls access to or otherwise protects the Website; or (ix) permit any third party to engage in any of the foregoing.
(b) Further, you agree that: (i) you will not use the Website if you are not fully able and legally competent to agree to this Agreement; (ii) you will only use the Website in full compliance with the laws and regulations of the state in which you use the Website and all applicable federal laws; and (iii) you will not use the Website for sending or storing any material prohibited by the Law or for fraudulent purposes or to engage in any offensive, indecent or objectionable conduct.
The Website and its content, including its “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under intellectual property, copyright, trademark and other laws. You acknowledge and agree that Frequency Therapeutics and/or our licensors own all right, title and interest in and to the Website (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of Frequency Therapeutics’ (or its licensors’) patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of this Agreement. Any and all: (a) proposals, business plans, applications, ideas, suggestions for correction, change and modification to the Website and other feedback (including but not limited to quotations of written or oral feedback), information and reports your provide to Frequency Therapeutics (collectively “Feedback”); and all (b) improvements, updates, modifications or enhancements, whether made, created or developed by Frequency Therapeutics or otherwise relating to the Website (collectively, “Revisions”), are and will remain the property of Frequency Therapeutics. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Website or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of Frequency Therapeutics and Frequency Therapeutics may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Frequency Therapeutics any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions. At Frequency Therapeutics’ request, you will execute any document, registration or filing required to give effect to the foregoing assignment.
Frequency Therapeutics reserves the right to do any of the following at any time and will not be liable to you or any third party for so doing: (a) change the Website, including terminating, eliminating, supplementing, modifying, adding to or discontinuing any content, functionality, promotion, data on or feature of the Website or the hours during which the Website is available, or (b) implement new fees or charges or change any existing fees or charges in connection with the use of the Website. Access to this Website may be suspended without notice in the case of system failure, maintenance or repair or at any other time in Frequency Therapeutics or any of its affiliates' absolute discretion.
3.5 Our Enforcement Rights.
Frequency Therapeutics is not obligated to monitor access or use of the Website, but has the right to do so for the purpose of operating the Website, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. Frequency Therapeutics may consult with and disclose unlawful conduct to law enforcement authorities; and pursuant to valid legal process, Frequency Therapeutics may cooperate with law enforcement authorities to prosecute users who violate the law.
You may link to the home page of this Website as long as the link does not cast Frequency Therapeutics or any of its affiliates in a false or misleading light or suggest or imply that you own or are the author of content on the Website or that you have any kind of relationship with Frequency Therapeutics or any of its affiliates.
4. VISITOR MATERIAL AND CONDUCT
4.1 You are prohibited from posting or transmitting to or from this Website any material:
· That is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
· For which you have not obtained all necessary licenses and/or approvals; or
· Which constitutes or encourages conduct that would be considered a criminal offense, give rise to civil liability, or otherwise be contrary to the law or infringe the rights of any third party, in any country in the world; or
· Which is technically harmful (including, without limitation computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
4.2 You may not use the Website in any manner or for any purpose except as expressly provided herein (including, without limitation, by hacking or any conduct that would violate any applicable law, regulation or statute).
4.3 Frequency Therapeutics shall fully co-operate with any law enforcement authorities or court order requesting or directing Frequency Therapeutics to disclose the identity or locate anyone posting any material in breach of the paragraphs above.
5. LINKS TO OTHER WEBSITES
Any links to third party websites (including, without limitation, websites of any of Frequency Therapeutics' affiliates) on this Website are provided solely for your convenience. If you use these links, you leave this Website. By using this Website, you acknowledge and agree that Frequency Therapeutics has not reviewed all of these third party websites and does not control and is not responsible for these websites or their content (including, without limitation, accuracy or completeness) or availability. Frequency Therapeutics therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. You agree that you understand that linked sites may, among other things, contain incomplete or inaccurate information, may be less secure or may not protect your privacy. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk.
6.1 Past performance is no indication of future performance and nothing on this Website should be interpreted to state or imply otherwise. The value of investments may fall as well as rise and investors may not get back the full amount invested.
6.2 The information contained in this Website is provided for the purposes of general information only and under no circumstances should any information contained in this Website be used or considered as an offer to sell or solicitation of any offer to buy an interest in any investment made by or any investment fund managed by Frequency Therapeutics or any of its affiliates. In addition, the contents of this Website should not be construed as to provide tax, legal or investment advice. Neither Frequency Therapeutics nor any of its affiliates accept any responsibility or liability for any loss which may result from reliance on any of the information or opinions contained in or accessed through this Website.
6.3 Frequency Therapeutics is not responsible for incorrect or incomplete information, data or other content posed on this Website and does not warrant the accuracy or completeness of the material on this Website. Frequency Therapeutics makes no commitment to update the contents of this Website so as to be current. Frequency Therapeutics may make changes to the material on this Website at any time without notice. The material on this Website may contain typographical or other errors or may be out of date. Frequency Therapeutics makes no commitment to update such material.
6.4 THE MATERIAL ON THIS WEBSITE IS PROVIDED “AS IS”, WITHOUT ANY CONDITIONS, REPRESENTATIONS OR WARRANTIES OR OTHER TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, FREQUENCY THERAPEUTICS PROVIDES YOU WITH THIS WEBSITE ON THE BASIS THAT FREQUENCY THERAPEUTICS AND ITS AFFILIATES EXCLUDE ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND OTHER TERMS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, IN EACH CASE TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, FREQUENCY THERAPEUTICS ALSO DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES FOR THE ACCURACY, COMPLETENESS, SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THIS WEBSITE AND THE CONTENT.
7. LIMITATION ON LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS WEBSITE AND ANY CONTENT IS AT YOUR OWN RISK AND THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER FREQUENCY THERAPEUTICS NOR ANY OF THE PARTIES INVOLVED IN CREATING, PRODUCING OR DELIVERING THIS WEBSITE OR ANY CONTENT SHALL BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, OR ANY OTHER LOSSES, COSTS OR EXPENSES OF ANY KIND (INCLUDING LEGAL FEES, EXPERT FEES OR OTHER DISBURSEMENTS AND INCLUDING, WITHOUT LIMITATION, THOSE ARISING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, OUT OF OR THROUGH THE ACCESS TO USE OF, INABILITY TO USE, RESULTS, OR BROWSING OF THIS WEBSITE (INCLUDING BUT NOT LIMITED TO ANYTHING CAUSED BY ANY VIRUSES, BUGS, HUMAN ACTION OR INACTION; OR ANY COMPUTER SYSTEM, HARDWARE, SOFTWARE, OR PROGRAM MALFUNCTIONS; OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS), ANY WEBSITES LINKED TO THIS WEBSITE, OR ANY CONTENT ON THIS OR ANY OTHER SITE, AND WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT FREQUENCY THERAPEUTICS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, FREQUENCY THERAPEUTICS IS DEEMED LIABLE IN CONNECTION WITH THIS WEBSITE OR ANY CONTENT, THEN YOU AGREE THAT FREQUENCY THERAPEUTICS’ TOTAL LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS.
You agree to indemnify, defend and hold Frequency Therapeutics, its affiliates and their respective officers, agents and employees, as well as Frequency Therapeutics' licensors and other third parties with which Frequency Therapeutics contracts, harmless from and against any and all claims, demands, actions, cost and/or expenses (including legal and other professional fees) incurred by or against such persons or entities arising out of or resulting from (i) your use of this Website or any content, (ii) your breach of any terms or conditions contained in this Legal Notice or (iii) your violation of any applicable law, statute, ordinance, regulation or any third party's rights.
9. DISPUTE RESOLUTION
9.1 Informal Process First.
You agree that in the event of any dispute between you and Frequency Therapeutics, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to arbitration under this Agreement.
9.2 Binding Arbitration.
Any dispute or claim that remains unresolved after the informal dispute resolution described in Section 9.1, except for disputes relating to the infringement of our intellectual property rights or the access or use of the Website in violation of this Agreement (a “Claim”), will be resolved by binding arbitration, rather than in court, provided that you may assert Claims in small claims court located in Suffolk County, Massachusetts if your Claims qualify.
9.3 No Judge or Jury.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
9.4 Arbitrator and Rules.
The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer_ Related Disputes. These rules can be found on the AAA website at www.adr.org.
9.5 Starting an Arbitration.
To begin an arbitration proceeding, you must send us a notice of dispute, in writing, setting forth your name, address and contact information, the facts of the dispute and relief requested. You must send your notice of legal dispute to us at the following address: in writing at 300 Technology Square, 8th Floor, Cambridge, Massachusetts 02139.
9.6 Format of Proceedings.
The arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions.
If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, Frequency Therapeutics will pay all other AAA and arbitrator’s fees and expenses.
9.8 Individual Basis; Jury Trial Waiver.
To the fullest extent permitted by applicable law, you and Frequency Therapeutics each agree that any proceeding to resolve a Claim will be conducted only in the respective party’s individual capacity and not as a plaintiff or class member in any purported class, consolidated, multiple plaintiff or representative action (“Class Action”). If for any reason a Claim proceeds in court rather than in arbitration, you and Frequency Therapeutics each waive any right to a jury trial. You and Frequency Therapeutics expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
9.9 Limitation Period.
In no event will any Claim or any other action or proceeding (including arbitration under this Section 9) be instituted more than one (1) year after the cause of action arose.
Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The United Nations Conventions on Contracts for the International Sale of Goods will have no applicability.
If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and Frequency Therapeutics each agree to the exclusive jurisdiction of the Federal and State courts located in Boston, Massachusetts, and you and Frequency Therapeutics each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.
9.12 Opting Out.
If you do not want to arbitrate disputes with Frequency Therapeutics and you are an individual, you may opt out of this arbitration agreement by sending an email to firstname.lastname@example.org within thirty (30) days of the first of the date you access or use the Website.
You may not assign this Agreement or any of your rights or obligations hereunder without our prior written consent. Frequency Therapeutics may freely assign this Agreement. Any attempted assignment or transfer in violation of this Section 10.1 will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
10.2 Entire Agreement.
This Agreement set forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
10.3 General Disclaimer.
Neither this Website nor any content is an offer for securities or any form of solicitation. Access to and use of this Website and any content is subject to all applicable international, federal, state and local laws and regulations. Neither this Website nor any content is intended for use by any person or entity in any country or jurisdiction where such use would be contrary to local law or regulation, and no such person or entity is authorized to access or use this Website or any content contained herein.
10.4 Governing Law.
This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions.
10.5 Notices; Consent to Electronic Notice.
You agree to notify Frequency Therapeutics promptly in writing at 19 Presidential Square, Woburn, Massachusetts 01801 of any violation of the terms and conditions stated herein of which you become aware or any infringement or misappropriation of any intellectual property or content of Frequency Therapeutics. You consent to the use of electronic means to deliver any notices pursuant to this Agreement.
10.6 No Waiver.
The failure or delay of Frequency Therapeutics to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect Frequency Therapeutics’ right to later enforce or exercise it, unless Frequency Therapeutics issues an express written waiver, signed by a duly authorized representative of each party.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law by a court of competent jurisdiction, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.
10.8 Contact Us.
If you have any questions about this Agreement or the Website, please contact us at Frequency Therapeutics, 19 Presidential Square, Woburn, MA 01801, email@example.com.