This page states the terms and conditions under which a “User” may use OrcaBiotech.com (the “Site”), and use of this Site will be conclusively deemed an acceptance of the terms and conditions here set out (the “Agreement”). Please read this page carefully before using this Site, and if you do not accept the Agreement stated here, including all rules, policies, and procedures incorporated into this Agreement by reference, do not use the Site. Orca Biotech LLC (“Administrator”) is the owner to all right, title, and interest to the Site and may revise the Agreement at any time by updating this posting. You should visit this page periodically to review the Agreement, as it is binding on you.
SECTION 1. DEFINITIONS.
1.1. “Affiliates” means Administrator’s affiliated entities, including, but not limited to, subsidiary entities, predecessor and successor entities, officers, directors, employees, representatives, agents, and licensees.
1.2. “Submissions” means any electronic messages sent to or in communication with the Administrator through the Site, including, but not limited to any User posts to the Site.
1.3. “Secured Areas” means the areas of this site restricted by password to authorized users.
1.4. “Intellectual Property” means all copyrights, trademarks, trade names, trade dress, service marks, trade secrets, patents, and/or other proprietary rights of the Site, Administrator, or Administrator’s Affiliates, whether registered or unregistered.
1.5. “Materials” means the contents of the Site, including, but not limited to Intellectual Property, text, documents, products and services, logos, graphics, images, illustrations, audio, video clips, system code, and other materials, whether accessed via unsecured or secured means.
1.6. “Third-Party Content” means any links or other materials on the Site that allow users to be redirected to or browse third party information and/or services.
1.7. “User” means an individual who accesses or otherwise uses the Site and includes any individual acting for or on behalf of an
1.8. If User is an authorized user of the Secured Areas, User assumes entire responsibility for the confidentiality of User’s password and account information, and for any and all activities that occur under that account, including any fees that may be incurred. User agrees to notify the Administrator immediately if User’s password is lost, stolen, disclosed to an unauthorized third party, or otherwise compromised. User agrees to immediately notify Administrator of any other known breach of security, including, but not limited to, unauthorized use of User’s account.
SECTION 2. USE OF THE SITE.
2.1. User Acceptance. When User uses the Site in any manner, including, but not limited to visiting or browsing the Site, User thereby accepts this Agreement as well as any and all other operating rules, policies, and procedures that Administrator may publish from this time forth. Special rules, policies, and procedures may apply to the use of certain other items, materials, or services that are provided on the Site. These special rules may be listed as notices or agreements either separate from, or included within, this Agreement and detail the legal constraints on User’s use of the Site, use and access of materials available through the Site, and use of other items and/or services, and are incorporated into this Agreement by this reference.
2.2. Eligibility. By using the Site, User affirms that User is either more than 18 years of age, an emancipated minor, or that User possesses legal parental or guardian consent. Further, User affirms that User is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement.
2.3. User Responsibility. User hereby agrees to use the Site only for User’s own personal, non-commercial purposes. User will not use the Site for any fraudulent, illegal, or unauthorized purpose, including, but not limited to the violation of any applicable local, state, national, or international law. User will not interfere with or disrupt the operation of the Site, including hacking or defacing any portion of the Site, or use the communication features of the Site in a manner that affects the availability of its resources to other users. User will not impersonate any person or entity, including, but not limited to any employee, agent, or representative of the Site, or falsely state or otherwise misrepresent User’s identity or User’s affiliation with any person or entity, or express or imply that Administrator endorses any statement User makes. User will not interfere with or violate any other user’s right to privacy or other rights or harvest or collect personally identifiable information about users of the Site or about Administrator or Affiliates identified on the site without their express written consent. User will not frame or mirror all or any part of the Site without Administrator’s express written authorization.
2.4. User Submissions.
2.4.1. User is responsible for User’s own Submissions and is responsible for the consequences of User posting Submissions or other information. User acknowledges that: (i) User has no expectation of privacy in any Submissions, except as provided herein; and (ii) no confidential, fiduciary, contractually implied, or other relationship is created between Administrator and User by reason of any of User’s Submissions.
2.4.2. All User Submissions, whether solicited or unsolicited, will be treated as non-proprietary and non-confidential. By posting or otherwise sending these Submissions to the Site or Administrator, the User automatically grants Administrator a worldwide, royalty-free, perpetual, irrevocable, non-terminable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, exploit, and display the Submissions alone or as part of other works in any form, media, or technology whether now known or hereinafter developed, and to sublicense such rights through multiple tiers of sublicensees. Administrator reserves the right at all times to edit, disclose, or refuse to post, request removal of, or remove any materials or other Submissions that are, in Administrator’s sole discretion, abusive, illegal, objectionable, or disruptive.
2.5. Secured Areas. If User is an authorized user of the Secured Areas, User assumes entire responsibility for the confidentiality of User’s password and account information, and for any and all activities that occur under that account, including any fees that may be incurred. User agrees to notify Administrator immediately if User’s password is lost, stolen, disclosed to an unauthorized third party, or otherwise compromised. User agrees to immediately notify Administrator of any other known breach of security, including, but not limited to, unauthorized use of User’s account.
SECTION 3. PROPRIETARY RIGHTS.
3.1. Administrator’s Proprietary Rights. User acknowledges and agrees that, except for User Submissions, title and full ownership rights to the Site, Materials, and Intellectual Property are and will remain with Administrator or applicable third parties. The Intellectual Property owned by Administrator or its Affiliates, whether registered or unregistered, may not be used in connection with any product or service that is not either Administrator’s or its Affiliates’, or in any other manner that is likely to cause confusion or dilution. Without limitation, User, therefore, agrees not to reproduce, sell, publish, display, broadcast, re-distribute, circulate, modify, create derivative works from, or otherwise use or exploit any Materials, including Intellectual Property, without the prior written permission of Administrator and/or the relevant Affiliate. Unauthorized use of the Materials may violate copyright, trademark, privacy, and other laws in both the United States and internationally.
3.2. Proprietary Notice. When given written permission by the Administrator to make authorized copies of Materials, User must retain all copyright, trademark, and other proprietary notices contained in the original Materials on any authorized copy User makes of the Materials. Nothing on the Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any right or license to use any of Administrator’s or its Affiliate’s Intellectual Property without Administrator’s or the relevant Affiliate’s prior express written permission.
SECTION 4. MODIFICATIONS.
4.1. Modification of Site. Administrator has the right to modify, suspend, takedown, or discontinue the Site or any portion thereof at any time, including without limitation the Materials, Secured Areas, Submissions, and Third-Party Content. Administrator has the right to correct errors or omissions in any portion of the Site without notice to User. Administrator may also impose limits on certain features and services or restrict User’s access to parts—or all—of the Site without notice or liability.
4.2. Modification of Agreement. Administrator has the right to modify, change, or amend this Agreement and any policies affecting the Site, including without limitation the Materials and content of users of the Site, from time to time and for any reason or no reason at all. Any modification, change, or amendment is effective immediately upon User’s access of the Site. User’s continued use of the Site following notice and/or posting of any modification, change, or amendment to this Agreement will be conclusively deemed acceptance of such modification, change, or amendment. User’s only right with respect to any dissatisfaction with any modification, change, or amendment made pursuant to this provision, or any policies or practices of Administrator in providing the Site, is discontinuing use of the Site.
SECTION 5. ADMINISTRATOR’S LIABILITY.
IN NO EVENT WILL ADMINISTRATOR BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, REVENUE, OR DATA) IN CONNECTION WITH THE SITE, INCLUDING, BUT NOT LIMITED TO, ADMINISTRATOR’S NEGLIGENCE, THIRD-PARTY CONTENT, THE USE OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION OR DATA TRANSMITTED THROUGH THE SITE, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE AND WHETHER OR NOT PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL THE TOTAL LIABILITY OF ADMINISTRATOR EXCEED 25 U.S. DOLLARS ($25.00). USER ACKNOWLEDGES AND AGREES THAT SUCH AMOUNT ESTIMATES THE MAXIMUM DAMAGE OR INJURY A USER MAY INCUR BY SITE ERRORS, INACCURACIES, OR INADVERTENT DISCLOSURES OF PROVIDED INFORMATION OR OTHERWISE, AND USER RECOGNIZES THAT THE NATURE OF ANY SUCH DAMAGE IS SPECULATIVE AT BEST AND SUCH AMOUNT IS A REASONABLE ESTIMATION OF ANY SUCH DAMAGE.
SECTION 6. WARRANTIES AND DISCLAIMERS.
6.1. Limited Warranty. The Site is provided “AS IS” and on an “AS AVAILABLE” basis. Administrator does not warrant that the Site will be provided without interruption or be completely error-free. ADMINISTRATOR DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, THE SITE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY, DOES NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, PROFESSIONAL COUNSELING, MEDICAL OR HEALTH ADVICE, OR OPINION OF ANY KIND, AND IS NOT A SUBSTITUTE FOR PROFESSIONAL OR MEDICAL ADVICE, OPINION, DIAGNOSIS, OR TREATMENT OF ANY KIND. THE USE OF THE SITE DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN ADMINISTRATOR AND USER OR ANY AUTHORIZED USER.
6.2. Assumption of Risk. User acknowledges that, despite the security features of the Site, no service can provide a completely secure mechanism of electronic transmission and that there are persons and entities that may attempt to breach the Site’s security measures. Administrator will not be liable for any security breach (or other events) caused by circumstances outside of its reasonable control. Administrator is not responsible for any data or information that User downloads or accesses through the use of the Site. User assumes all risk from the use of the Site, including any damage to its computer system or devices or the corruption or loss of its data and information when accessing or using the Site.
6.3. Third-Party Content. The Site may contain Third-Party Content. Third-Party Content is provided solely as a convenience to User and not as an endorsement by Administrator of the contents on such third-party sites. The inclusion of Third-Party Content does not imply that Administrator sponsors or is affiliated with or is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in or accessible through Third-Party Content, or that third parties are authorized to use any trademark, trade name, logo, or copyright symbol of Administrator or any of Administrator’s Affiliates. Administrator is not responsible for Third-Party Content and does not make any representations or warranties regarding the content, accuracy, or accessibility of materials on third-party sites. In the event that the User decides to access Third-Party Content, the User does so at User’s own risk. Any concerns that User may have regarding any external link should be directed to that site’s administrator or webmaster.
SECTION 7. INDEMNITY.
User agrees to defend, indemnify, and hold harmless Administrator and Administrator’s Affiliates from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from User’s use of the Site, Materials, Third-Party Content, Submissions, and/or User’s breach of this Agreement.
SECTION 8. TERMINATION OF ACCESS AND ACCOUNT.
Administrator reserves the right, in its sole discretion, to terminate User’s access to any or all portions of the Site at any time, without notice, including by way of example: (i) if Administrator suspects that someone other than User is using (or attempting to use) User’s account; (ii) if User’s use of the Site disrupts, harms, or poses a security risk to the Site or to any website or web-based application associated therewith; (iii) any violation of this Agreement by User; (iv) changes in status of the Site; and/or (v) Administrator’s unilateral decision to cease operation of the Site or portions thereof. Terms and obligations which by their nature extend beyond the termination of User’s access and account will continue beyond the termination of this Agreement.
SECTION 9. MISCELLANEOUS.
9.1. Entire Agreement. This Agreement, including all rules, policies, and procedures incorporated into this Agreement by reference, contains the entire agreement and supersedes all prior agreements and negotiations, if any, between Administrator and the User, except as expressly provided in a particular legal notice or other material on a particular web page of the Site. Administrator’s failure to enforce any right or provision in the Agreement will not constitute a waiver of such right or provision unless acknowledged in writing. All rights not expressly granted by Administrator are herein reserved.
9.2. Headings. The paragraph and section headings used in the Agreement are for the convenience of the parties and will not be deemed to modify or construe the provisions hereof.
9.3. Assignment. This Agreement is personal to User, and is not assignable, transferable, or sublicensable by User except with Administrator’s prior written consent. Administrator reserves the right to assign, transfer, or delegate any of its rights and obligations hereunder without consent.
9.4. Severability. If anyone or more provisions of this Agreement are found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
9.5. Choice of Law and Forum. This Agreement will be governed by and construed in accordance with the laws of the State of Utah, notwithstanding any conflict of law provisions. The courts of Utah will have exclusive jurisdiction to determine all claims, disputes, actions, or suits that may arise hereunder, and the parties expressly consent to such exclusive jurisdiction and venue before the proper authority in Utah.