LAST UPDATED: July 19, 2021
This Agreement is between you (“you”) and Catalyst Biosciences, Inc. (“Catalyst,” “we,” “us” or “our”) and governs your access to and use of any of the online sites currently located at https://www.CatBio.com and https://www.catalystbiosciences.com (collectively, with all sub-domains, any successor site(s) and all Content (as defined below), the “Site”), regardless of how you access the Site, including through the Internet, through Wireless Access Protocol (commonly referred to as “WAP”), through a mobile network or otherwise. Your access to and/or use of the Site constitutes your agreement to be bound by this Agreement.
- Acceptance of Terms. The Site is made available by Catalyst subject to this Agreement. You must read and agree to the terms of this Agreement before using the Site. If you do not agree, you may not use the Site. You may use the Site only if you can form a binding contract with Catalyst, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. We reserve the right to unilaterally update or make changes to this Agreement from time to time, and will provide notice of these changes by any reasonable means, including, without limitation, by posting the revised version of this Agreement on the Site. When we change the Agreement in a material manner, we will update the “LAST UPDATED” legend at the top of this Agreement. Your access to or use of the Site following changes to this Agreement will constitute your acceptance of the new Agreement.
- Access to the Site. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Site for your personal, noncommercial use only, only as permitted by the features of the Site. Catalyst reserves all rights not expressly granted herein in the Site. Catalyst may terminate this license at any time for any reason or no reason. You acknowledge and agree that you (and not Catalyst) are responsible for obtaining and maintaining all telecommunications, broadband and computer hardware, equipment and services needed to access and use the Site and for paying all charges related thereto.
- Security. While we try to maintain the integrity and security of the Site and the servers from which the Site is operated, we do not guarantee that the Site will be or remain secure, or that access to the Site will be uninterrupted. We cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any unauthorized third-party alteration to the Site, contact us at firstname.lastname@example.org with a description of the material(s) at issue and the URL or location on the Site where such material(s) appear.
- Rules of Conduct. You must comply with all applicable laws, rules and regulations while accessing and/or using the Site. Your use of the Site is conditioned upon your compliance with the rules set forth in this section. You must not: (a) interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; (b) reproduce, duplicate, copy, sell, resell, rent, distribute, or exploit for any commercial purposes the Site or any portion thereof (including any Content) or any access to or use of the Site; (c) transmit, publicly display, publicly perform, publish, modify, adapt, edit, make derivate works of, translate, reverse engineer, decompile or disassemble the Site or any portion thereof (including any Content); (d) remove any copyright, trademark or other proprietary rights notice from the Site or any Content; (e) frame or mirror any part of the Site without Catalyst’s express prior written consent; (f) systematically download or store content from the Site; or (g) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather content on the Site or reproduce or circumvent the navigational structure or presentation of the Site without Catalyst’s express prior written consent. Notwithstanding the foregoing, Catalyst grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Site for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of such materials, but not caches or archives of such materials. We may terminate your access to the Site for any conduct that we consider to be inappropriate, or for your breach of this Agreement, including, without limitation, this section.
- Feedback. Unless we expressly agree otherwise in writing, if you provide us with any ideas, proposals, suggestions or materials (“Input”), whether related to the Site, our business or otherwise, you hereby acknowledge and agree that (a) your provision of any Input is gratuitous, unsolicited and without restriction and does not place Catalyst under any fiduciary or other obligation; (b) any Input is not confidential and Catalyst has no confidentiality obligations with respect to such Input; and (c) to the extent permitted under applicable law, any Input will become our sole property, and you hereby assign to Catalyst all rights, title and interest in and to any and all Input you provide. To the extent that any Input is not assignable or you retain any right, title or interest in or to any Input or any proprietary rights therein or thereto, you hereby grant to us a world-wide, royalty-free, fully paid-up, exclusive, perpetual, irrevocable, transferable and sublicensable (through multiple tiers) license to reproduce, distribute, perform and display (publicly or otherwise), adapt, modify and otherwise use and exploit such Input, in any format or media now known or hereafter developed, and you hereby represent and warrant that you have all necessary rights to grant the foregoing license. We may use Input for any purpose whatsoever without compensation to you or any other person. You are and remain responsible and liable for the content of any Input.
- Description of the Content. At any point in time, the Site may contain content related to Catalyst and its business, including, without limitation: (a) information about Catalyst’s management team, partners, investors and board of directors; (b) information on events, products, programs, initiatives and careers at Catalyst; and (c) content such as press releases, photographs, graphics, images, brochures, guides, reports, presentations, publicatons, fact sheets, videos, sounds, text, data and other similar content (collectively, including all other information and materials made available on or through the Site, “Content”).
- Catalyst’s Proprietary Rights.
- Content. We and/or our licensors and suppliers (as applicable) exclusively own the Content and all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any of the foregoing.
- Marks. Trade names, trademarks and service marks on the Site, including, without limitation, Catalyst’s logo, are owned by Catalyst, Catalyst’s licensors or other respective owners. Such trade names, trademarks and service marks, whether registered or unregistered, may not be used in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any such trade names, trademarks or service marks without the express prior written consent of the respective owner.
- DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SITE (INCLUDING THE CONTENT) AND ANY SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE ARE PROVIDED TO YOU “AS IS,” “AS AVAILABLE” AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY CONTENT OR SERVICES AVAILABLE THROUGH THE SITE. THE CATALYST ENTITIES DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE (INCLUDING THE CONTENT) AND ANY SERVICES (INCLUDING, WITHOUT LIMITATION, THIRD-PARTY PRODUCTS AND SERVICES) OBTAINED OR ACCESSIBLE THROUGH THE SITE, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CATALYST OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. If the Site provides professional information (for example, medical, scientific, legal, or financial), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Site. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area. Catalyst neither represents nor warrants that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time. Not all products or services described on the Site are available in all states or territories.
- LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE CATALYST ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, THE CATALYST ENTITIES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR FROM ANY CONTENT POSTED ON, OR SERVICES PROVIDED THROUGH, THE SITE BY CATALYST OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. IN NO EVENT SHALL THE LIABILITY OF THE CATALYST ENTITIES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO CATALYST TO ACCESS AND USE THE SITE, OR $100.00, WHICHEVER IS GREATER.
- Indemnity. Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless each of the Catalyst Entities from and against all claims, losses, costs and expenses (including attorneys’ fees) arising out of (a) your access to and/or use of, or activities in connection with, the Site; (b) any violation or alleged violation of this Agreement by you; (c) your violation of any applicable law, rule or regulation; or (d) your violation of any third-party right or any claim that any of your Input or any use or exploitation thereof caused damage to or infringed upon or violated the rights of a third party, including past, present or future infringement, misappropriation, libel, defamation, invasion of privacy or right of publicity, or violation of any right related to the foregoing.
- Changes to the Site; Termination. We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify, suspend or discontinue the Site, with or without notice; charge fees or modify or waive any fees charged in connection with any portion of the Site; or offer opportunities to some or all users of the Site. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site, in whole or in part, or of any Content, feature or product offered through the Site. Additionally, Catalyst may, with or without prior notice, terminate your access to the Site, at any time and for any or no reason, including if Catalyst believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. You agree that Catalyst shall not be liable to you or to any third party for any termination of your access to the Site. At all times, you continue to be bound by this Agreement.
- Governing Law; Jurisdiction. You agree that the Site shall be deemed solely based in California and that the Site shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement and all matters arising out of or relating to this Agreement will be governed by the internal laws of the State of California, without giving effect to any choice of law rule. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
- Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CATALYST. For any dispute with Catalyst, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that Catalyst has not been able to resolve a dispute it has with you within sixty (60) days of the date on which you notified us about the dispute, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco County, California, unless you and Catalyst agree otherwise. You acknowledge and understand that (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorneys’ fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Catalyst from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights or proprietary rights.
- Class Action/Jury Trial Waiver. ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND CATALYST ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
- Contact Us. If you have any questions regarding the meaning or application of this Agreement, please direct such questions to firstname.lastname@example.org. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.
- Filtering. Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available and may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the following two websites: GetNetWise (www.getnetwise.org/) and OnGuard Online (https://onguardonline.gov/). Please note that Catalyst does not endorse any of the products or services listed at such sites.
- Notification Procedures. Catalyst may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the Site, as determined by us in our sole discretion. Catalyst is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
- Notice for California Residents. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please contact us by writing to Catalyst Biosciences, Inc., 611 Gateway Blvd., Suite 710, South San Francisco, California 94080 or by calling us at (650) 871-0761. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
- Miscellaneous. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This Agreement is the entire Agreement between you and Catalyst relating to the subject matter hereof and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Catalyst relating to such subject matter. Without limitation, you agree that a printed version of this Agreement 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. Catalyst will not be responsible for failures to fulfill any obligations due to causes beyond its control.
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