Effective date: September 1, 2019
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “GOVERNING LAW; DISPUTES; ARBITRATION” SECTION BELOW, AND IF YOU DO NOT OPT-OUT AS SET FORTH IN THAT SAME SECTION, YOU AGREE THAT DISPUTES BETWEEN YOU AND TRUCODE GENE REPAIR WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION. SUBJECT TO THE EXCEPTIONS AND OPT-OUT PROVISIONS IN THAT SECTION, THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE AND BY ACCESSING OR USING THE WEBSITE AND NOT OPTING OUT OF THESE PROVISIONS, YOU WAIVE YOUR RIGHT TO BRING OR RESOLVE ANY DISPUTE AS, OR PARTICIPATE IN, A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR ARBITRATION.
These Terms apply to www.trucodegene.com, and all other Websites, features, or online services that are owned or controlled by Trucode Gene Repair, Inc. (“Trucode Gene Repair”, “us”, “we” or “our”) and that post or include a link to these Terms (collectively, the “Website”), whether accessed via computer, mobile device, or otherwise.
When using particular services or features of the Website, including downloading content from the Website, both these Terms and a separate contract, terms of service, or a similar agreement (“Additional Terms”) may apply to your use of that service or feature. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
1. Business Users
If you are using any of the Website on behalf of a business or legal entity (such as your employer) (an “Entity”), you represent and warrant that you have the legal right and authority to (a) enter into these Terms on behalf of the Entity, (b) grant the rights and licenses described in these Terms on behalf of the Entity, and (c) bind the Entity to these Terms. You acknowledge and agree that these Terms will operate as an agreement between Trucode Gene Repair and the Entity; and that references to you in these Terms shall refer to the Entity and its affiliates. If you do not have such legal right and authority on behalf of the Entity, you may not use the Website.
2. Ownership of Materials on the Website
The Website includes all materials that comprise or are otherwise a part of the Website (including past, present and future versions of the Website), including, without limitation: graphics; layout; text; instructions; images; graphs; charts; trademarks, logos, service marks; software (including HTML-based programs); audio; animations; videos; designs; ringtones; wallpapers; games; contests; voting; technology; applications; artwork; information; data; reports; designs; compilations; advertising copy; domain names; any and all copyrightable material (including source and object code); the “look and feel” of the Website; the compilation, assembly and arrangement of the materials of the Website; and all other materials related to the Website (collectively, “Materials”).
The Materials are owned by or licensed to Trucode Gene Repair and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, and other laws, rules, regulations and treaties. Except as expressly set forth in these Terms or expressly granted to you in writing by Trucode Gene Repair, no rights in the Materials (whether by implication, estoppel or otherwise) are granted to you. You acknowledge that you do not acquire any ownership rights in the Materials by using the Website. You may only use the Materials as expressly set forth in these Terms. UNAUTHORIZED USE, COPYING, REPRODUCTION, STORING, MODIFICATION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING, REMOVAL OR ALTERATION OF ADVERTISING OR ANY OTHER MISUSE OF ANY OF THE MATERIALS IS STRICTLY PROHIBITED.
3. Access to the Website; License
Users under the age of sixteen (16) are not permitted to use the Website.
Subject to your strict compliance with these Terms and any Additional Terms, we hereby grant you a limited, personal, non-exclusive, non-transferable, non-assignable, revocable license to access our Website and view the Materials (excluding source and object code, other than as made available to access and use via standard web browsers to enable display on your device) (the “License”). You may not reproduce, duplicate, copy, sell, resell or commercially exploit for any purposes, any portion of, use of, or access to the Website. When you access or view the Materials, you must: (a) keep intact all copyright and other proprietary notices; (b) make no modifications to the Materials; and (c) not allow or assist any third party (whether or not for your benefit) to copy or adapt any object code associated with the Website or reverse engineer, modify or attempt to discover any source code associated with the Website. In the event you fail to comply with these Terms, we may terminate the License without notice and you will no longer be permitted to use the Website.
You agree to abide by any and all copyright notices, information, or restrictions contained in any part of the Website. Any and all rights to use the Website that are not expressly granted to you under these Terms are reserved for Trucode Gene Repair or its licensors. Nothing contained in these Terms will affect, impair, or limit in any way Trucode Gene Repair’s rights to exploit fully any or all of the Materials. Unauthorized use of Materials may be a violation of federal and state laws and could result in civil and criminal liability.
If we become aware of possible violations of these Terms, we may initiate an investigation that may include gathering information from you or any user involved and the examination of other material. We may suspend the provision of the Website temporarily, or we may permanently remove the material involved from our servers, cancel posts, provide warnings to you, or suspend or terminate your access to our Website. We will determine what action will be taken in response to a violation at our sole discretion. We will fully cooperate with law enforcement authorities in investigating suspected lawbreakers.
4. Prohibited Conduct
You agree that you will not, including by use of any robot, scraper, or other data mining technology or process, frame, mask, extract data or other materials from, copy or distribute content from the Website (except as may be a result of standard search engine or Internet browser usage). Except as expressly provided in these Terms, you may not copy, reproduce, republish, modify, create derivative works of, upload, download, perform, display, post, transmit, distribute or otherwise use content from the Website in any way, without the prior written permission of a duly authorized Trucode Gene Repair employee. You agree to abide by any and all copyright notices, information, or restrictions contained in any part of the Website.
You agree not to violate or interfere with the security of the Website, attempt to gain unauthorized access to the Website, data, materials, information, computer systems or networks connected to any server associated with the Website, through hacking, password mining or any other means, or otherwise bypass or circumvent any measure employed to limit or prevent access to the Website or any data stored thereon. You also agree not to take or attempt any action that, in the sole discretion of Trucode Gene Repair, imposes or may impose an unreasonable or disproportionately large load or burden on the Website or Trucode Gene Repair’s infrastructure. You further agree not to use the Website for any unlawful purpose.
5. User Interactions and Disputes
You are solely responsible for your interaction with other users on the Website, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit any personal or other information, and in all other online activities.
6. Links to Third Party Content
The Website may contain links to third party websites and services that are operated by third parties. We do not control any of these third party websites or services, or any of their content. These links are provided for your convenience only. The inclusion of any link does not imply endorsement by Trucode Gene Repair or any association with its operators, or guarantee that the content contains accurate information. Accordingly, you understand and agree that we are not responsible for your use of these third party websites or services, and that your use of such services is subject to the terms and conditions established by such third parties. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SITE INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY.
Descriptions of, references to, or links to products, services or publications within the Website do not imply endorsement of that product, service or publication.
7. Copyrights and Other Intellectual Property and Related Claims
You may not use the Website for any purpose or in any manner that infringes the rights of any third party. Trucode Gene Repair encourages you to report any content on the Website that you believe infringes your rights. Only the intellectual property rights owner or person authorized to act on behalf of the owner can report potentially infringing content. If you have a good faith belief that content on the Website infringes your copyright, trademark, or other intellectual property rights, please follow the procedures set forth below.
In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), Trucode Gene Repair has a designated agent for receiving notices of copyright infringement and Trucode Gene Repair follows the notice and take down procedures of the DMCA. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Trucode Gene Repair’s copyright agent (copyright agent contact information is set forth below) the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe that any content on the Website contains content that violates your rights other than copyrights, please provide Trucode Gene Repair at least the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (c) an explanation what rights you own/have and why you believe the content infringes your rights sufficient for us to evaluate your complaint; and (d) accurate contact information for you.
Please send (a) your notice of claims of copyright infringement on or regarding the Website, or (b) a complaint regarding alleged violation of rights other than copyrights, to Trucode Gene Repair’s copyright agent, who can be reached as follows:
By email to: John Crittenden, (with subject “Trucode Gene Repair, Inc. Copyright Complaints”)
By postal mail to: John Crittenden, Attn: Trucode Gene Repair, Inc. DMCA Notices, Cooley LLP, 101 California Street, 5th Floor, San Francisco, CA 94111-5800.
By telephone at: +1-415-693-2090.
8. Jurisdictional Issues
The information provided on the Website is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Trucode Gene Repair to any registration requirement within such jurisdiction or country. Trucode Gene Repair controls and operates the Website from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Website are appropriate for use or access in other locations. Anyone using or accessing the Website from other locations does so on their own initiative and is responsible for compliance with United States and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. We reserve the right to limit the availability of the Website or any portion of the Website, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide.
Software related to or made available by the Website may be subject to United States export controls. Thus, no software from the Website may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States government has embargoed goods or designated as a “terrorist supporting country”; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Commerce Department’s Table of Deny Orders, or any other U.S. Government list of prohibited or restricted parties. By downloading any software related to the Website, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
9. Linking Policy
Trucode Gene Repair grants you the revocable permission to link to the Website; provided, however, that any link to the Website: (a) must not present false information about, disparage, damage, dilute or tarnish the goodwill associated with Trucode Gene Repair or its products or services, any Trucode Gene Repair property or any other intellectual property; (b) must not create the false appearance that your website or organization is sponsored, endorsed by, affiliated or associated with Trucode Gene Repair; (c) must not frame or create a browser or border environment around any of the content on the Website or otherwise mirror any part of the Website; (d) must not use any Trucode Gene Repair trademarks without the prior written permission from Trucode Gene Repair; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in Trucode Gene Repair’s sole opinion); and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. You agree that you will not link to the Website from any source that is unlawful, abusive, indecent or obscene, that promotes violence or illegal acts, that contains expressions of racism, that is libelous, defamatory, scandalous, or inflammatory or is otherwise inappropriate (in Trucode Gene Repair’s sole discretion). By linking to the Website, you agree that you do and will continue to comply with the above linking requirements.
Notwithstanding anything to the contrary contained in these Terms, Trucode Gene Repair reserves the right to prohibit linking to the Website for any reason in our sole and absolute discretion.
We make no representations as to the accuracy, quality, timeliness, availability, or completeness of the information, documents, Content or other materials available on the Website, and you should not rely upon them. We provide the Website (INCLUDING, WITHOUT LIMITATION, ALL MATERIALS, INFORMATION, LINKS, MESSAGES, PRODUCTS, SERVICES, AND OTHER MATERIALS AND FUNCTIONALITY CONTAINED ON AND/OR OBTAINED THROUGH THE WEBSITE) on an “AS IS,” “WITH ALL FAULTS,” AS AVAILABLE basis, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. You use the Website at your own risk, and Trucode Gene Repair AND ITS AFFILIATES (INCLUDING, WITHOUT LIMITATION, ITS DIRECT AND INDIRECT SUBSIDIARIES, SISTER AND PARENT COMPANIES, THEIR SUCCESSORS AND PREDECESSORS TO ANY INTEREST, THEIR LICENSEES, DISTRIBUTORS, AND ASSIGNEES; AND THE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, AGENTS, REPRESENTATIVES, EMPLOYEES, AND SUPPLIERS OF EACH OF THEM) (EACH, A “TRUCODE GENE REPAIR PARTY” AND, COLLECTIVELY, THE “TRUCODE GENE REPAIR PARTIES”) ARE not liable for any errors or omissions in its content or delivery, or for any form of loss or damage (including, without limitation, any consequential, indirect, incidental, special, or exemplary damages, even if known to us) that may result from their use. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE TRUCODE GENE REPAIR PARTIES expressly disclaim all warranties, EXPRESS OR IMPLIED, including IMPLIED warranties of merchantability, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, FREEDOM FROM COMPUTER VIRUS, fitness for a particular purpose, or noninfringement. No warranty not set forth in these Terms will be valid. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. If any of the above provisions are void under governing law, our liability shall be limited to the maximum extent permitted by law.
WITHOUT LIMITING THE FOREGOING, THE TRUCODE GENE REPAIR PARTIES DO NOT WARRANT THAT YOUR USE OF THE WEBSITE WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE WEBSITE (OR THE SERVER(S) THAT MAKE THE WEBSITE AVAILABLE) ARE FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL INTERNET ACCESS SERVICES, DEVICE HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE WEBSITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE, OR STATEMENT OF ANY TRUCODE GENE REPAIR PARTY, WHETHER MADE ON THE WEBSITE OR OTHERWISE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
FURTHER, THE TRUCODE GENE REPAIR PARTIES DO NOT WARRANT OR GUARANTEE THAT YOUR ACTIVITIES OR USE OF THE WEBSITE ARE LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, THE TRUCODE GENE REPAIR PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES.
YOU UNDERSTAND THAT BY USING THE WEBSITE (OR ANY OF ITS FEATURES OR FUNCTIONALITY), YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN THE JURISDICTION WHERE YOU ACCESS OR USE THE WEBSITE.
THE TRUCODE GENE REPAIR PARTIES SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, DEATH, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) BASED UPON OR RESULTING FROM ANY OPINION, ADVICE, INFORMATION, STATEMENT OR OTHER CONTENT MADE OR DISPLAYED ON THE WEBSITE BY THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, ANY USER OF THE WEBSITE).
PLEASE REMEMBER THAT IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY AND RELIABILITY OF ANY OPINION, ADVICE, INFORMATION OR STATEMENT AVAILABLE ON THE WEBSITE. A POSSIBILITY EXISTS THAT THE WEBSITE COULD INCLUDE INACCURACIES OR ERRORS. ADDITIONALLY, A POSSIBILITY EXISTS THAT UNAUTHORIZED ALTERATIONS COULD BE MADE TO THE WEBSITE BY THIRD PARTIES. ALTHOUGH WE ATTEMPT TO ENSURE THE INTEGRITY OF THE WEBSITE, THE TRUCODE GENE REPAIR PARTIES MAKE NO GUARANTEES AS TO COMPLETENESS OR CORRECTNESS OF THE WEBSITE.
11. Limitation of Liability
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE TRUCODE GENE REPAIR PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, ECONOMIC, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY, DIRECTLY OR INDIRECTLY, TO: (A) THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ALL MATERIALS, INFORMATION, LINKS, MESSAGES, PRODUCTS, WIDGETS, MOBILE FEATURES, THIRD PARTY INTERACTIONS, SERVICES, AND OTHER MATERIALS AND FUNCTIONALITY CONTAINED ON AND/OR OBTAINED THROUGH THE WEBSITE); (B) YOUR USE OF, OR INABILITY TO USE, OR THE PERFORMANCE OF THE WEBSITE; (C) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE TRUCODE GENE REPAIR PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE WEBSITE; (D) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (E) ANY ERRORS OR OMISSIONS IN TECHNICAL OPERATION OF THE WEBSITE; OR (F) ANY DAMAGE TO ANY USER’S DEVICE, HARDWARE, DEVICE SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE TRUCODE GENE REPAIR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR DESTRUCTION OF THE WEBSITE). WITHOUT LIMITING THE FOREGOING, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE TRUCODE GENE REPAIR PARTIES WILL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE WEBSITE. IN NO EVENT WILL THE TRUCODE GENE REPAIR PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE WEBSITE IS TO STOP USING THE WEBSITE, AND THE SOLE AND EXCLUSIVE MAXIMUM AGGREGATE LIABILITY TO THE TRUCODE GENE REPAIR PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE WEBSITE.
TRUCODE GENE REPAIR SHALL BE EXCUSED FROM PERFORMANCE UNDER THESE TERMS TO THE EXTENT TRUCODE GENE REPAIR IS PREVENTED FROM OR DELAYED FROM PERFORMING, IN WHOLE OR IN PART, AS A RESULT OF AN EVENT OR SERIES OF EVENTS CAUSED BY OR RESULTING FROM (1) WEATHER CONDITIONS OR OTHER ELEMENTS OF NATURE OR ACTS OF GOD, (2) ACTS OF WAR, TERRORISM, INSURRECTION, RIOTS, CIVIL DISORDERS, OR REBELLION, (3) QUARANTINES OR EMBARGOES, (4) LABOR STRIKES, OR (5) OTHER CAUSES BEYOND THE REASONABLE CONTROL OF TRUCODE GENE REPAIR.
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF TRUCODE GENE REPAIR’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF THE WEBSITE OR ANY OF THE TRUCODE GENE REPAIR PARTIES’ WEBSITES, PROPERTY, PRODUCTS, SERVICES, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE TRUCODE GENE REPAIR PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF THE WEBSITE OR ANY OTHER OF THE TRUCODE GENE REPAIR PARTIES’ WEBSITES, PROPERTY, PRODUCTS, SERVICES, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE TRUCODE GENE REPAIR PARTIES.
BY ACCESSING THE WEBSITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
13. Injunctive Relief
Your breach of these Terms may result in immediate and irreparable harm to us, for which there may be no adequate remedy at law, and, therefore, you agree that we shall be entitled to equitable relief to compel you to cease and desist all unauthorized use, evaluation and/or disclosure of information obtained through the Website, which is in addition to any other remedies available at law or in equity.
14. Governing Law; Disputes; Arbitration
A. Governing Law. The validity and interpretation of these Terms, the rights and obligations hereunder, and all causes of action (whether sounding in contract, tort, or otherwise) arising out of or related to these Terms, the termination of these Terms, or the use of the Website, are be governed by, and construed in accordance with, the substantive laws (as distinguished from the choice of law rules) of the State of California and the United States of America applicable to contracts made and performed entirely in California.
B. Waivers. Both you and Trucode Gene Repair hereby expressly waive trial by jury. Both you and Trucode Gene Repair waive the right to bring or resolve any dispute as a class, consolidated, representative, collective, or private attorney general action. Both you and Trucode Gene Repair waive the right to participate in a class, consolidated, representative, collective, or private attorney general action brought by anyone else.
C. Arbitration of Disputes. Please read this arbitration agreement carefully. It is part of your contract with Trucode Gene Repair and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. Unless you opt-out specifically as set forth in this Section, you agree that all disputes between you and Trucode Gene Repair (whether or not such dispute involves a third party) with regard to these Terms or your use of the Website will be resolved by binding, individual arbitration, except for disputes relating to the infringement of your or Trucode Gene Repair’s intellectual property (such as trademarks, trade dress, copyright and patents) or where Trucode Gene Repair is seeking a preliminary injunction (“Excluded Disputes”). You agree that arbitration will be conducted by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. Notwithstanding any provision of the JAMS Comprehensive Arbitration Rules and Procedures then in effect, the arbitrators shall not have the authority or jurisdiction to hear the arbitration as a class, consolidated, representative, collective, or private attorney general action or to consolidate, join, or otherwise combine the claims of different persons into one proceeding.
This dispute resolution provision will be governed by the Federal Arbitration Act and, where consistent, California law. The arbitration will be conducted in Los Angeles, California, in the English language by three arbitrators appointed in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. Judgment on the award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrators will not have authority to award punitive or exemplary damages.
D. Opt-Out of Arbitration and Rejection of Changes to Arbitration Provisions. If you do not wish to have any dispute between you and Trucode Gene Repair arbitrated, you must notify Trucode Gene Repair in writing within thirty (30) days of the date that you first became subject to this arbitration clause, which is the date you first visited the site after these Terms were posted. If you have not opted out of these arbitration provisions and are, therefore, subject to the requirement to have a dispute between you and Trucode Gene Repair arbitrated and we subsequently change or update the arbitration clause under this “Governing Law; Disputes; Arbitration” section, you may reject the change to the arbitration provision by notifying Trucode Gene Repair in writing within thirty (30) days after the Effective Date of the updated Terms. By rejecting the changes to the arbitration provision, you will be subject to the arbitration clause of the version of the Terms that you did not reject. You may provide notice of your opt-out of arbitration or your rejection of changes to an updated arbitration provision by postal mail at the following address: Trucode Gene Repair Inc., Arbitration Opt Out, 170 Harbor Way, 3rd Floor, South San Francisco, CA 94080, Attn: Legal, Trucode Gene Repair. Your opt-out notification to Trucode Gene Repair must include (1) your name, (2) your postal address, (3) your user ID (if applicable), (4) the specific Website(s) regarding which you wish to opt-out of arbitration, and (5) a clear statement that you do not wish to resolve disputes with Trucode Gene Repair through arbitration with respect to the specific Website(s) you identified or that you reject an updated arbitration provision, as applicable. You may identify multiple Website(s) in a single opt-out notice, provided that you send the opt-out notice within thirty (30) days of the date that you first became subject to this arbitration clause with respect to all Website identified. If You have previously notified Trucode Gene Repair that you wish to opt-out of arbitration, you are not required to do so again. Any opt-out request postmarked after the opt-out deadline or that fails to satisfy the other requirements above will not be valid. Please note that opting out of arbitration will not affect any other agreements or waivers made in this Section 17.
E. Venue. If you have not validly opted out of arbitration, you agree that any action at law or in equity relating to the arbitration provision of these Terms or the Excluded Disputes will be filed only in the state or federal courts located in San Francisco, California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. If you have validly opted out of arbitration, you agree that any action at law or in equity will be filed only in the state or federal courts located in San Francisco, California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
15. No waiver; Severability; Interpretation
A waiver of any breach of any provision of the Terms shall not be deemed to be a waiver of any repetition of such breach or in any manner affect any other terms or conditions of the Terms. We do not waive any rights by the failure to enforce these Terms in every instance in which they might apply. In the event that any provision of the Terms is held to be unlawful, void, or for any reason unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that is the closest to the intention underlying the unenforceable provision. Any heading, caption or paragraph title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof. You agree that these Terms will not be construed against Trucode Gene Repair by virtue of having drafted these Terms.
We may assign our rights and delegate our duties under the Terms either in whole or in part at any time without notice. You may not assign, sublicense or otherwise transfer your rights or obligations, in whole or in part, under the Terms to anyone else without our prior written consent.
These Terms do not establish any relationship of partnership, joint venture, employment, franchise or agency between you and us.
Trucode Gene Repair reserves the right, without notice or liability and at its sole discretion, to suspend or terminate these Terms and/or your ability to access or use the Website (or any portion of the Website), and to block or prevent future access to and use of the Website for any reason, including, without limitation, your breach of these Terms or other conduct by you that Trucode Gene Repair considers inappropriate. Trucode Gene Repair reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website with or without notice. You agree that no Trucode Gene Repair Party shall be liable to you or to any third party for any modification, suspension or discontinuation of the Website. You acknowledge and agree that termination, suspension, or cancellation of these Terms or your access to the Website will not affect any right or relief to which Trucode Gene Repair may be entitled, at law or in equity, nor shall they affect any obligation you have to Trucode Gene Repair, including but not limited to the payment of fees.
Upon termination of these Terms, all rights granted to you will automatically terminate and immediately revert to Trucode Gene Repair and its licensors. Upon termination of your access to the Website, or upon demand by Trucode Gene Repair, you must destroy all content of the Website which you possess and all related documentation including immediately discontinuing the use of any links to the Website. Any provisions of these Terms, which, by their terms, ought to survive, shall survive any termination of these Terms.
You understand and agree that Trucode Gene Repair will determine your compliance with these Terms in its sole discretion. Any violation of these Terms may be referred to law enforcement authorities.
19. Entire Agreement
You acknowledge and agree that these Terms and any applicable Additional Terms constitute the complete and exclusive agreement between you and Trucode Gene Repair concerning your access to and use of the Website, and supersede and govern all prior proposals, agreements, or other communications, whether oral or in writing, with respect to the Website. Neither party has relied on any statement or representation not set forth in these Terms and any applicable Additional Terms. You represent, warrant, and covenant that your access to and use of the Website will comply with these Terms.
We may add to, change, update or modify these Terms at any time, without prior notice, by posting such addition, change, update or modification on the Website. You agree that we may notify you of the updated Terms by posting them on the Website so that they are accessible via a link from the home page, and that your use of the Website after we have posted the updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the updated Terms. Therefore, you should review these Terms before using the Website. Any such change, update or modification will be effective immediately upon posting on the Website or such later date as may be specified in the updated Terms, and will apply to your use of the Website from that point forward.
21. Contacting Us
If you have any comments or questions regarding these Terms, or if you wish to report any violations of these Terms, you may contact us via firstname.lastname@example.org.