Please read this Agreement carefully to ensure that you understand each provision. This Agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.
Click on the links below to jump to each section:
1. USE OF OUR WEBSITE
2. OUR PROPRIETARY RIGHTS
3. NO PROFESSIONAL ADVICE
7. NO WARRANTY
8. LIMITATION OF LIABILITY
9. GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER
1. USE OF OUR WEBSITE
The Parker Institute provides a place for you to learn information about the Parker Institute and its various initiatives.
This is a contract between you and the Parker Institute. You must read and agree to these terms before using the Website. If you do not agree, you may not use the Website. You may use the Website only if you can form a binding contract with the Parker Institute, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Website by anyone under 13 is strictly prohibited and in violation of this Agreement. The Website is not available to any Users previously removed from the Website by the Parker Institute. You may not use the Website if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Website are solely directed to individuals, companies, or other entities located in the United States.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Website for your personal, noncommercial use only and as permitted by the features of the Website. The Parker Institute reserves all rights not expressly granted herein in the Website and the Parker Institute Content (as defined below). The Parker Institute may terminate this license at any time for any reason or no reason. The Website is controlled and operated from facilities in the United States. The Parker Institute makes no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website in other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.
C. Website Rules
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Website in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Website in a manner that sends more request messages to the Parker Institute servers than a human can reasonably produce in the same period of time by using a conventional online web browser (except that the Parker Institute grants the operators of public search engines revocable permission to use spiders to copy publically available materials from parker.org for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Website; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Website; (vii) collecting or harvesting any personally identifiable information from the Website; (viii) using the Website for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Website; (xi) accessing any content on the Website through any technology or means other than those provided or authorized by the Website; or (xii) bypassing the measures we may use to prevent or restrict access to the Website, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Website or the content therein.
Accessing any audiovisual content that may be available on the Website for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited unless explicitly permitted by the functionality of the Website. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Website to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.
We may, without prior notice, change the Website; stop providing the Website or features of the Website, to you or to Users generally; or create usage limits for the Website. We may permanently or temporarily terminate or suspend your access to the Website without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other Website Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. The Parker Institute shall have no liability for your interactions with other Users, or for any User’s action or inaction.
2. OUR PROPRIETARY RIGHTS
The Website and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Parker Institute Content”), and all intellectual property rights related thereto, are the exclusive property of the Parker Institute and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Parker Institute Content. Use of the Parker Institute Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
3. NO PROFESSIONAL ADVICE
If the Website provides professional information (for example, medical, 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 on the Website. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.
The Parker Institute cares about the integrity and security of your personal information. However, 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.
You agree to defend, indemnify, and hold harmless the Parker Institute and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Website, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including, without limitation, any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule, or regulation; (v) any content submitted by you or someone on your behalf; (vi) your negligence or willful misconduct; or (vii) any other party’s access and use of the Website with your unique username, password, or other appropriate security code.
7. NO WARRANTY
The Website is provided on an “as is” and “as available” basis. Use of the Website is at your own risk. To the maximum extent permitted by applicable law, the Website is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from the Parker Institute or through the Website will create any warranty not expressly stated herein. Without limiting the foregoing, the Parker Institute, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Website will meet your requirements; that the Website will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Website is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Website is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Website.
Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this Agreement will not apply to the extent prohibited by applicable law.
8. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, in no event shall the Parker Institute, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, this Website, including but not limited to: (i) any hacking, tampering or other unauthorized access or use of the Website or the information contained therein; (ii) errors, mistakes, or inaccuracies of content; (iii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Website; (iv) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (v) any interruption or cessation of transmission to or from the Website; (vi) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Website by any third party; (vii) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Website; and/or (viii) user content or the defamatory, offensive, or illegal conduct of any third party. In no event shall the Parker Institute, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in excess of $100.00.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the Parker Institute has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.
9. GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER
A. Governing Law. You agree that: (i) the Website shall be deemed solely based in California; and (ii) the Website 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 shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. 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). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in the City and County of San Francisco, 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 the City and County of San Francisco, 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.
B. 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 the Parker Institute. For any dispute with the Parker Institute, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. In the unlikely event that the Parker Institute has not been able to resolve a dispute it has with you after sixty (60) days, 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 the City and County of San Francisco, California, unless you and the Parker Institute agree otherwise. If you are using the Website for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Website for non-commercial purposes: (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; and (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses. 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 the Parker Institute 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, Intellectual Property Rights or other proprietary rights.
C. Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Website for personal, commercial or other purposes, all claims must be brought in the parties’ 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 the Parker Institute 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.
A. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Parker Institute without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
C. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with the Parker Institute in connection with the Website, shall constitute the entire agreement between you and the Parker Institute concerning the Website. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
D. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and the Parker Institute’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
E. Contact. Please contact us at email@example.com with any questions regarding this Agreement.
F. California Residents. The provider of services is: The Parker Institute for Cancer Immunotherapy, 1 Letterman Drive, Bldg D, San Francisco, CA 94129. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
This Agreement was last modified on May 1, 2017.