Terms of use

These Terms and Conditions (“Terms and Conditions“) are a legally binding agreement between you, the person or entity that will be utilizing our services (referenced below as “You“, “Your” or “User(s)“), and CytoReason Ltd. (“CytoReason” or “We” or “Us”), with respect to the use of CytoReason’s website (“Website“).

By using our Services (as defined below), You accept the Terms and Conditions hereof, including the terms of our Privacy Policy, which is incorporated herein by reference. CytoReason reserves the right, in its sole discretion, to modify these Terms and Conditions including any other policies incorporated thereto, at any time by posting the modified provisions at https://cytoreason.com/terms-of-use/. Please note that any such modifications shall become effective immediately upon posting.

If you are using the Services on behalf of an organization, you hereby declare that you have the authority or have been granted approval by the organization to do so and that the organization is aware of your actions and will be legally bound by them. In any such case, “you” and “your” also refers to that organization. If You learn of an unauthorized use of the Website by a third party we encourage You to notify us.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT ACCESS AND USE ANY PART OF THE SERVICES.

  1. THE SERVICE

The Website offers information about CytoReason and CytoReason’s System and Platform which provides You the ability to turn data into actionable biological insights, and the opportunity to registration to mailing lists and more (“Services“).

  1. GENERAL INSTRUCTIONS REGARDING THE USE OF THE WEBSITE
    • CytoReason retains all rights, titles, and interests in and to the Website and Service (including all related intellectual property rights). Subject to these Terms and Conditions, CytoReason hereby grants You a limited, non-transferable, non-exclusive, non-assignable, non-sub-licensable license to access and use the Service and the Website, provided that You will not alter or modify any part of the Service or Website. Except as expressly provided herein, no other rights or licenses, expressed or implied, are granted to You by CytoReason with respect to the Website and/or Services, including any proprietary information, patent, copyright, trademark, trade secret, or other intellectual property rights, whether registered or not.
    • All photos, texts, scripts, images, designs, graphics, logos, audios, videos, interactive features, interfaces, software, code, trademarks, artwork, visual interfaces, service marks, trade dress, trade names and other content (“Content“) used, displayed, included, incorporated, uploaded, posted or published by CytoReason, as part of the Website, are the sole property of CytoReason (“CytoReason’s Content“), subject to copyright and other intellectual property rights under applicable laws, and You may not use, download, distribute and/or copy them, in whole or in part, without the prior written permission of CytoReason. For the sake of clarity, You may not copy, reproduce, modify, publicly display, publicly perform, publish, distribute sell, license, rent, transfer, reproduce, create derivative works based on, or exploit in any way, CytoReason’s Content or any part thereof.
    • If You send CytoReason feedbacks or suggestions regarding the Website or the Services, You acknowledge that CytoReason may use them at its sole discretion, without any obligation to compensate You in any manner for such feedbacks or suggestions.
    • CytoReason does not guarantee that (a) the Website will meet the expectations or requirements of the User; (b) The services and content offered on the Website will be provided without interruptions and without disruptions or errors; or (c) there will not be any unauthorized access to CytoReason’s computers, malfunctions or failures in the hardware, software and\or any other communications system of CytoReason and/or anyone acting on its behalf.
  2. RESTRICITONS ON USE

You hereby warrant, represent and undertake that You will not, and will not permit or authorize third parties, whether with or without consideration, to: (a) use the Service in any way that changes its design or omits any content, including commercial content; (b) access the Website via automated means, including by Crawling, Robots or otherwise; (c) do any use of the Website’s content, including use of information and\or images, for commercial or non-commercial purposes, without obtaining the consent of CytoReason in writing and in advance, or any use not for the purposes of the Services or contrary to the Terms and conditions; (d) copy, print, edit, distribute, market, use or deliver the contents appearing on the Website, in any way , to others whether the content is information or image, without obtaining the prior written consent of the CytoReason; (e) transmit or delivery of content from the Website in any way, including the publicizing of any output of the information, whether printed or given as a file on magnetic means or in any other manner; (f) sending “spam” or any other use intended to “stalk”; (g) any action that is contrary to the provisions of the law, or that may violate the rights of CytoReason.

  1. THIRD PARTIES’ WEBSITES

The Website may contain links to other third parties’ websites, applications or features, or referrals to certain third parties’ products or services that are not owned or controlled by CytoReason and that CytoReason has no control over them. CytoReason is not responsible for the availability and/or accuracy and of information on such sites and/or privacy practices or any other practices. CytoReason does not endorse and is not responsible or liable for any content including but not limited to content advertising, products or other information on or available from such linked sites and. If You choose to visit such third party’s websites, applications or features, or use its products or services, please be aware that such third party’s own terms of use and privacy policy will apply and govern your activities and any information You disclose while interacting with such third parties. CytoReason does not make any representation or warranty whatsoever regarding such third party’s websites, applications, features, services, products or content.

  1. TERMINATION
    • Without derogating from any other remedy available under applicable law, CytoReason may terminate or suspend your access to the Website and Services (or any part thereof) and the license to use the Website and the Services, immediately, without prior notice or liability, if You: (a) perform illegal act; (b) breach or fail to comply with any of the CytoReason Terms and Conditions; (c) perform an act or omission that may harm CytoReason or other Users, or the proper operation of the Website; or (d) for any other reasonable cause.
    • All the provisions of these Terms and Conditions which by their nature should survive termination (including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations and limitations of liability) shall remain in full force and effect following termination thereof. Termination of these Terms and Conditions shall not relieve You from any obligation arising or accruing prior to such termination or limit any liability which You otherwise may have to CytoReason.
  2. PRIVACY POLICY

You acknowledge and agree that CytoReason may collect certain data and other information about You through the Services. Our collection and use of such information are governed by our privacy policy, which is available at https://cytoreason.com/privacy-policy/. By using our Services, You acknowledge that You have reviewed also our Privacy Policy and agree to be bound by its terms and conditions.

  1. WARRANTY AND DISCLAIMER

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS SOLELY WITH YOU. THE WEBSITE IS SUPPLIED “AS IS”, AND WITHOUT WARRANTY OF ANY KIND. CYTOREASON DOES NOT WARRANT THAT THE USE OF THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET YOUR SPECIFIC REQUIREMENTS. CYTOREASON MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE WEBSITE, THE CONTENT AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SECURITY, COMPATIBILITY, NON-INFRINGEMENT OR COMPLETENESS OF RESPONSES, RESULTS AND LACK OF NEGLIGENCE.

  1. LIMITATION OF LIABILITY
    • IN NO EVENT SHALL CYTOREASON, ITS SHAREHOLDERS, DIRECTORS, OFFICERS OR EMPLOYEES, BE LIABLE FOR ANY PERSONAL INJURY, OR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING LABOR COSTS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS INFORMATION, OR LOSS OF USE OR OTHER PECUNIARY LOSS, IN CONNECTION WITH OR ARISING OUT OF THESE TERMS AND CONDITIONS, THE WEBSITE, OR YOUR USE OF OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, REGARDLESS OF WHETHER CYTOREASON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL THE AGGREGATE LIABILITY OF CYTOREASON AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS AND EMPLOYEES UNDER THESE TERMS AND CONDITIONS OR ARISING OUT OF OR OTHERWISE RELATED OR IN CONNECTION TO YOUR USE OF THE SERVICE OR WEBSITE EXCEED THE SERVICE FEE ACTUALLY PAID (IF ANY) BY YOU TO CYTOREASON FOR THE SERVICE WITH RESPECT TO THE CLAIM OR CAUSE OF ACTION.
    • WITHOUT DEROGATING FROM THE FOREGOING, CYTOREASON ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR USER CONTENT, (B) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVICE, WEBSITE AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE OR WEBSITE, (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE OR WEBSITE THROUGH THE ACTIONS OF ANY THIRD PARTY, AND/OR (E) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR USER CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE OR WEBSITE.
  2. INDEMNIFICATION

Upon its first demand, You agree to defend, indemnify and hold CytoReason, its shareholders, directors, officers and employees, harmless from any claim, liability, cost, loss, damage and expense (including reasonable legal fees) arising from and/or caused due to: (a) your use, misuse of, and/or activities in connection with the Services; (b) your violation of any of these Terms and Conditions or any third party rights, including without limitation privacy right, copyright or any other intellectual property rights of a third party; and (c) any damage of any sort, whether direct, indirect, special or consequential, You may cause to any third party with relation to the Services. Without derogating from the foregoing, we reserve the right, at our expense, to assume the exclusive defense and control of any matter which is subject to indemnification by You, which will not excuse your indemnity obligations hereunder and in which event You will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by You without first obtaining our prior express written approval.

  1. MISCELLANEOUS
    • CytoReason may change from time to time the structure, appearance and design of the Website, the scope and availability of the Services, and may change the Service fee for such Services at its sole discretion or alter any other aspect of the Website (including the complete cessation of the services provided by it) All without prior notice. By their very nature, such changes may involve malfunctions and inconvenience. You shall have no claim or demand against CytoReason or anyone on its behalf for such changes or malfunctions that may occur as a result of or in connection with those changes.
    • These Terms and Conditions and its performance shall be governed by the laws of the State of Israel, without regard to conflict of laws provisions that would result in the application of the laws of any other jurisdiction. The parties hereto submit the exclusive jurisdiction to the courts of Tel Aviv– Jaffa district.
    • These Terms and Conditions and Privacy Policy constitute the entire agreement between You and CytoReason with respect to the use of the Services, and supersede all prior or contemporaneous understandings regarding such subject matter. CytoReason reserves the right, in its sole discretion, to modify and update these Terms and Conditions including any other policies incorporated thereto, at any time, with or without notice. If so, CytoReason will post its updated Terms and Conditions on the Website and You shall be responsible for reviewing and becoming familiar with any such modifications. Your continued use of our Services will be subject to the then-current Terms and Conditions. If any modification is unacceptable to You, You may cease using the Services.
    • In the event that a court of competent jurisdiction finds any provision of these Terms and Conditions to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of CytoReason to enforce any right or provision in these Terms and Conditions will not constitute a waiver of such right or provision unless acknowledged and agreed by CytoReason in writing.
    • CytoReason may change, suspend or discontinue the Website (or any part thereof) at any time, including the availability of any feature or Content, without notice or liability.
    • CytoReason may assign at any time any of its rights and/or obligations hereunder to any third party without User’s consent.
    • If You have any questions or queries about these Terms and Conditions or our Services, please do not hesitate to contact us via e-mail at: cytoreason@cytoreason.com.

 

YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS AND AGREE TO BE BOUND BY THEM.