July 1, 2020
Before accessing and using the Site, please read these Terms carefully because they constitute a legal agreement between COVID R&D and you.
BY ACCESSING AND USING THE SITE, YOU AFFIRM THAT:
YOU HAVE READ AND UNDERSTAND THESE TERMS;
YOU WILL COMPLY WITH THE TERMS; AND
YOU ARE AT LEAST THE AGE OF LEGAL MAJORITY IN YOUR PLACE OF RESIDENCE AND OTHERWISE LEGALLY COMPETENT TO ENTER INTO CONTRACTS.
IF YOU ARE USING THE SITE ON BEHALF OF YOUR EMPLOYER, YOUR ACCEPTANCE OF THESE TERMS IS DEEMED AN AGREEMENT BETWEEN YOUR EMPLOYER AND COVID R&D AND YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND YOUR EMPLOYER TO THESE TERMS.
If you do not agree to any of these Terms, please do not use the Site.
The Effective Date of these Terms is set forth at the top of this webpage. As we add new features, we may amend or supplement these Terms. We will provide you with advance written notice of material changes to these Terms and will not make changes that have a retroactive effect on your privacy rights unless we are legally required to do so or to protect other users' use of the Site. Your continued use of the Site after the Effective Date constitutes your acceptance of the amended Terms. The amended Terms supersede all previous versions of or agreements, notices or statements about the Terms.
The Site, including any information, graphic, artwork, text, video clip, audio clip, trademark, logo, service mark and/or other content provided on, in or through the Site (collectively, "COVID R&D Content") are owned by COVID R&D or its licensors or its members and protected under both United States and foreign copyright, trademark and other laws.
If you agree to these Terms, then COVID R&D grants to you a personal, nonexclusive, nontransferable and limited license (without the right to sublicense) to access and use the Site and download, print and/or copy COVID R&D Content solely for your own use and subject to these Terms.
Nothing contained in these Site should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to COVID R&D's trademarks, logos or service marks ("Marks"), patents, trade secrets or other intellectual property embodied in the Site. Unauthorized use of any of the Marks or COVID R&D's other intellectual property may violate law. All rights not expressly granted herein are reserved by COVID R&D.
Unless COVID R&D provides you with written authorization to do so, you may not:
incorporate any COVID R&D Content into any other work (such as your own website) or use COVID R&D Content in any public or commercial manner;
change any of the notices about copyright, trademarks or other intellectual property rights that may be part of the COVID R&D Content; or "deep link" to any of the Site (i.e., link to any page other than the home page of one of the Site).
YOUR USE OF THE COVID R&D CONTENT IS SOLELY AT YOUR OWN RISK.
2.1. Eligibility: You must be the age of legal majority or older in your place of residence to use the Site. By using the Site, you represent to COVID R&D that you are at least the age of majority in your place of residence.
2.2. Your Responsibilities: You may use the Services for lawful purposes only. You may not use the Services in any manner that could damage, disable, overburden or impair COVID R&D's servers or networks or interfere with any other party's use and enjoyment of the Services.
You may not attempt to gain unauthorized access to the Services, other users' Accounts or COVID R&D's computer systems or networks through hacking, password mining or any other means. Without limiting any of the foregoing, you agree that you shall not and you agree not to encourage or allow any third party to:
copy, modify, adapt, translate, reverse engineer, decode or otherwise attempt to derive or gain access to any portion of the Site or COVID R&D Content;
use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of the Site;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Site (or any features or functionality of the Services) to any third party for any reason;
reformat or frame any portion of the web pages that are part of the Site; or
create more than one Account by automated means or under false or fraudulent pretenses.
You are solely responsible for any and all charges, fees and other costs related to use of the Site. If you access and use the Site on your smartphone, tablet or other mobile device, you must have wireless service through Wi-Fi or a participating mobile service provider.
3. DISCLAIMER OF WARRANTIES & LIMITATIONS OF LIABILITY
COVID R&D warrants that COVID R&D has validly entered into these Terms and has the legal power to do so. You warrant that you have validly entered into these Terms and have the legal power to do so. EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. COVID R&D specifically disclaims all warranties and conditions of any kind, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, freedom from defects, uninterrupted use and all warranties implied from any course of dealing or usage of trade. COVID R&D makes no warranty as to the accuracy, completeness, currency or reliability of any of the Site. COVID R&D does not warrant that (i) the Site will meet your requirements, (ii) operation of the Site will be uninterrupted or virus- or error-free or (iii) errors will be corrected. Any oral or written advice provided by COVID R&D or its agents does not and will not create any warranty.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES WHICH MEANS THAT SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Limitation of Liability
YOUR USE OF THE SITE IS AT YOUR OWN RISK.
COVID R&D SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE, EVEN IF COVID R&D HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH THE USE OF THE SITE OR THAT ARISES IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE SITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, WAR, TERRORISM, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE SITE.
IF FOR ANY REASON THE DISCLAIMERS OF WARRANTIES OR LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 6 IS/ARE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN COVID R&D'S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES HEREUNDER SHALL BE LIMITED TO THE LESSER OF THE TOTAL FEES PAID BY YOU TO COVID R&D DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY AND $1,000.
The foregoing disclaimer of liability will not apply to the extent prohibited by applicable law.
You acknowledge and agree that the above limitations of liability, together with the other provisions in these Terms that limit liability, are essential terms and that COVID R&D would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
You agree to defend, indemnify and hold harmless COVID R&D and affiliates and their respective officers, directors, employees, agents and licensees from any and all liability including costs, expenses, the costs of enforcing any right to indemnification hereunder and any insurance provider and attorneys' fees brought against COVID R&D by any third party arising out of or are related to your violation of these Terms or use of the Site. COVID R&D reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. No settlement that affects the rights or obligations of COVID R&D may be made without COVID R&D's prior written approval.
COVID R&D agrees to indemnify you for any direct damages that you suffer arising out of or related to any suit, action of proceeding by a third party to the extent such direct damages arise from a claim that your use of the Site in compliance with these Terms infringes a third party's U.S. patent, copyright or trademark right.
5. INFORMATION, NEWS AND PRESS RELEASES
The Site may contain information, news and/or press releases about COVID R&D. While this information was believed to be accurate as of the date it was prepared, COVID R&D disclaims any duty or obligation to update this information, news or any press releases. Information about companies other than COVID R&D contained in the news, press releases or otherwise, should not be relied upon as being provided or endorsed by COVID R&D.
6. THIRD-PARTY SITES & SERVICES
The Services may contain links to third-party websites and services, including social media (collectively, "Linked Services"). Linked Services are not under the control of COVID R&D and COVID R&D is not responsible for Linked Services or for any information or materials on or any form of transmission received from any Linked Service. The inclusion of a link does not imply endorsement by COVID R&D of the Linked Service or any association with the operators of the Linked Service. COVID R&D does not investigate, verify or monitor the Linked Services. COVID R&D provides links to Linked Services for your convenience only. You access Linked Services at your own risk and subject to the privacy policies, terms and conditions of use and other legal provisions applicable to the Linked Services.
7. COVID R&D'S LINKING POLICY
Unless otherwise set forth in a written agreement between you and COVID R&D, you must adhere to the following rules if you link to any portion of the Site: (i) any link to the Site must be a text only link clearly marked "COVID R&D Alliance," (ii) the appearance, position and other aspects of the link may not damage or dilute the goodwill associated with COVID R&D's Marks, (iii) the link must "point" to the root domain name of the COVID R&D Site and not to other pages within the Site, (iv) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with COVID R&D, (v) when selected by a user, the link must display the Service on full-screen and not within a "frame" on the linking website or service, and (vi) COVID R&D reserves the right to revoke its consent to the link at any time and in its sole discretion.
8. DISPUTE RESOLUTION
The law of the State of Maryland shall govern these Terms, without reference to its choice of law rules.
YOU AND COVID R&D AGREE THAT EACH MAY BRING claims against the other only on an individual basis and not as a plaintiff or CLASS member in any PURPORTED class or representative action or proceeding.
YOU AND COVID R&D AGREE THAT ALL CLAIMS WILL BE RESOLVED BY BINDING ARBITRATION IN THE MANNER SPECIFIED IN THIS SECTION 13 AND THAT YOU AND COVID R&D WAIVE ANY RIGHT TO BRING SUCH CLAIMS BEFORE ANY COURT OF LAW. RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.
Any controversy or claim arising under or related to these Terms and their interpretation or the breach, termination or validity thereof, the relationships which result from these Terms, including disputes about the validity, scope or enforceability of these Terms to arbitration (collectively, "Covered Disputes") shall be settled by binding arbitration in accordance with the commercial rules of arbitration of the Center for Conflict Resolution ("CCR Rules"). Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Baltimore, Maryland, and judgment on the arbitration award may be entered by any court of competent jurisdiction. Either you or COVID R&D may seek any interim or preliminary relief from a court of competent jurisdiction in Baltimore, Maryland, necessary to protect the rights or property of you or COVID R&D pending the completion of arbitration.
Payment of all filing, administration and arbitrator fees will be governed by the CCR's Rules. If, however, you are able to demonstrate that the costs of arbitration will be prohibitive for you as compared to the costs of litigation, COVID R&D will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse COVID R&D for all fees associated with the arbitration that COVID R&D paid on your behalf which you otherwise would be obligated to pay under the CCR's Rules.
A single arbitrator will be selected in accordance with the CCR Rules. The arbitration shall be conducted in the English language. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity and any award of the arbitrator will be final and binding on each of the parties. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives. The arbitrator will apply applicable law and the provisions of these Terms and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review. The arbitrator's decision must be with written explanation and remain confidential.
If any provision of the agreement to arbitrate in this Section 13 is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced (but in no case will there be a class, representative or private attorney general arbitration). Regardless of any statute or law to the contrary, notice on any claim arising from or related to these Terms must be made within one (1) year after such claim arose or be forever barred. For purposes of this Section 13, these Terms and related transactions will be subject to and governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA).
9. SECURITIES LAWS
The Site may include statements concerning COVID R&D's operations, prospects, strategies, financial condition, future economic performance and demand for COVID R&D's products or services, as well as its intentions, plans and objectives, are forward-looking statements. These statements are based upon a number of assumptions and estimates that are subject to significant uncertainties, many of which are beyond our control. When used on or in the Site, words like "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends" and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein do not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of COVID R&D's securities-related filings or documents.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Please note: By agreeing to these Terms, you explicitly agree that any claims or actions that you may otherwise have against COVID R&D under the laws of any jurisdiction outside the United States are hereby waived and that your sole location and applicable law for any dispute is in the United States according to the terms of Section 13.
10. DATA PRIVACY AND PROTECTION
Please make sure that you carefully read our Privacy Statement to learn about the information that COVID R&D collects through the Services and how we process it.
11. US GOVERNMENT RIGHTS
Certain parts of the Site are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor thereof, you receive only those rights with respect to the Site as are granted to all other users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
These Terms automatically terminate when you fail to comply with any term or condition of them. COVID R&D may terminate or modify your access to the Site, with or without notice to you, at any time for any reason. For example, access to the Site may be denied without notice if COVID R&D believes that you are a minor.
Termination will not limit any of COVID R&D's other rights or remedies. Any provision that must survive in order to give proper effect to the intent and purpose of these Terms (including but not limited to Sections 6, 7, 13, 16, 19 and 20) shall survive termination.
These Terms (which include our Privacy Statement) contain the entire understanding by and between COVID R&D and you with respect to the matters contained herein.
These Terms inure to the benefit of and will be binding upon COVID R&D's and your successors and assigns, respectively.
These Terms may be assigned by COVID R&D but you may not assign these Terms without the prior express written consent of COVID R&D.
If any provision of these Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been used.
If COVID R&D fails or you fail to perform any obligation under these Terms and the other party does not enforce such obligation, the failure to enforce on any occasion will not constitute a waiver of any obligation and will not prevent enforcement on any other occasion.
Nothing contained in these Terms will be deemed to constitute COVID R&D or you as the agent or representative of the other or as joint venturers or partners.
If COVID R&D is or you are prevented from performing or unable to perform any obligation under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party's performance will be extended for the period of delay or inability to perform due to such cause.
Headings and captions are for convenience only.