Effective: September 15th, 2015

Welcome to Trovagene’s website, located at www.trovagene.com. Please read these Terms of Use carefully as use of the Website will constitute acceptance of these terms.

The Website is owned and operated by Trovagene, Inc., a Delaware corporation (“Trovagene”). Trovagene has adopted these Terms of Use (“Terms of Use” or “Agreement”) to make you aware of the terms and conditions of your use of www.trovagene.com, any derivative websites on which these Terms of Use are posted and any Content (defined below) or other products or services that are offered or provided via the aforementioned websites (collectively, the “Website”).

Acceptance of Terms of Use

 

Trovagene reserves the right, at its discretion, to change, modify, add or remove portions of these Terms of Use at any time by posting such changes to this page. You understand that you have the affirmative obligation to check these Terms of Use periodically for changes, and you hereby agree to periodically review these Terms of Use for such changes. The continued use of the Website following the posting of changes to these Terms of Use will constitute your acceptance of those changes. The most current version of these Terms of Use can be reviewed at www.trovagene.com/terms-of-use.

BY USING OR OTHERWISE ACCESSING THE WEBSITE, POSTING OR DOWNLOADING CONTENT, OR ANY OTHER INFORMATION TO OR FROM THE WEBSITE, OR MANIFESTING YOUR ASSENT TO THESE TERMS OF USE IN ANY OTHER MANNER, YOU HEREBY UNEQUIVOCALLY AND EXPRESSLY AGREE TO, AND SHALL BE SUBJECT TO, THESE TERMS OF USE. IF YOU DO NOT UNEQUIVOCALLY AGREE TO THESE TERMS OF USE, YOU MAY NOT USE OR OTHERWISE ACCESS THE WEBSITE OR POST OR DOWNLOAD CONTENT OR ANY OTHER INFORMATION TO OR FROM THE WEBSITE.

GENERAL TERMS OF USE AND RESTRICTIONS ON USE

 

IN CONNECTION WITH THE FOREGOING, TROVAGENE HEREBY GRANTS YOU A LIMITED, NONEXCLUSIVE, NONASSIGNABLE, NONTRANSFERABLE LICENSE TO ACCESS AND USE THE WEBSITE SOLELY FOR YOUR OWN PERSONAL, NON-COMMERCIAL PURPOSES, SUBJECT TO YOUR AGREEMENT TO, COMPLIANCE WITH AND SATISFACTION OF THESE TERMS OF USE. ALL RIGHTS NOT OTHERWISE EXPRESSLY GRANTED BY THESE TERMS OF USE ARE RESERVED BY TROVAGENE. IF YOU DO NOT COMPLY WITH THE TERMS OF USE AT ANY TIME, TROVAGENE RESERVES THE RIGHT TO REVOKE THE AFOREMENTIONED LICENSE(S), LIMIT YOUR ACCESS TO THE WEBSITE OR RESTRICT YOUR ABILITY TO POST OR DOWNLOAD CONTENT. YOU AGREE NOT TO REPRODUCE, DUPLICATE, COPY, DISTRIBUTE, TRANSMIT, SELL, TRADE, RESELL OR EXPLOIT FOR ANY PURPOSE ANY PORTION OF OR ANY INFORMATION FROM THE WEBSITE. YOU MAY NOT OBSCURE OR REMOVE ANY PROPRIETARY RIGHTS NOTICES CONTAINED IN OR ON THE CONTENT. YOU ARE SOLELY RESPONSIBLE FOR PROVIDING, MAINTAINING AND ENSURING THE COMPATIBILITY OF ALL HARDWARE, SOFTWARE, ELECTRICAL AND OTHER PHYSICAL REQUIREMENTS NECESSARY FOR YOUR ACCESS TO AND USE OF THE WEBSITE OR ANY PART THEREOF.

TROVAGENE MAY DISCONTINUE OR ALTER ANY ASPECT OF THE WEBSITE, REMOVE CONTENT FROM THE WEBSITE, RESTRICT THE TIME THE WEBSITE IS AVAILABLE OR RESTRICT THE AMOUNT OF USE PERMITTED AT TROVAGENE’S SOLE DISCRETION AND WITHOUT PRIOR NOTICE OR LIABILITY. YOU AGREE THAT TROVAGENE MAY, UNDER CERTAIN CIRCUMSTANCES, IMMEDIATELY SUSPEND AND/OR TERMINATE YOUR ACCESS TO THE WEBSITE OR ANY PART THEREOF. CAUSE FOR SUCH MEASURES SHALL INCLUDE, WITHOUT LIMITATION: (A) BREACHES OR VIOLATIONS OF THESE TERMS OF USE OR OTHER INCORPORATED AGREEMENTS OR GUIDELINES; (B) DISCONTINUANCE OR MATERIAL MODIFICATION TO THE WEBSITE; (C) UNEXPECTED TECHNICAL OR SECURITY ISSUES OR PROBLEMS; (D) EXTENDED PERIODS OF INACTIVITY; AND/OR (E) ENGAGEMENT BY YOU IN FRAUDULENT OR ILLEGAL ACTIVITIES. YOU FURTHER AGREE THAT SUCH MEASURES SHALL BE TAKEN IN TROVAGENE’S SOLE DISCRETION AND WITHOUT LIABILITY TO YOU OR ANY THIRD PARTY.

FOR PURPOSES OF THESE TERMS OF USE, REFERENCES TO “POST” OR “POSTING” SHALL REFER TO ANY MANNER OF POSTING, TRANSMITTING, UPLOADING, PROVIDING, MAKING AVAILABLE OR OTHERWISE TRANSFERRING MATERIAL OR INFORMATION.

TROVAGENE INTELLECTUAL PROPERTY

 

UNLESS OTHERWISE SPECIFICALLY NOTED IN THESE TERMS OF USE, IMAGES, TRADEMARKS, SERVICE MARKS, LOGOS AND ICONS DISPLAYED ON THE WEBSITE, INCLUDING, WITHOUT LIMITATION, TROVAGENE®, TROVAGENE TRANSRENAL MOLECULAR DIAGNOSTICS®, TROVAGENE PRECISION CANCER MONITORING, AND THEIR ASSOCIATED LOGOS, ARE THE PROPERTY OF TROVAGENE AND/OR ITS LICENSORS AND MAY NOT BE USED WITHOUT TROVAGENE’S PRIOR WRITTEN CONSENT. TRADEMARKS OWNED BY THIRD PARTIES ARE THE PROPERTY OF THOSE RESPECTIVE THIRD PARTIES. THE WEBSITE IS THE COPYRIGHTED PROPERTY OF TROVAGENE, AND IT MAY NOT BE REPRODUCED, RECREATED, MODIFIED, ACCESSED OR USED IN ANY MANNER OR DISSEMINATED OR DISTRIBUTED TO ANY OTHER PARTY IN VIOLATION OF THESE TERMS OF USE. ANY UNAUTHORIZED USE OF ANY CONTENT, WHETHER OWNED BY TROVAGENE OR OTHER PARTIES, MAY VIOLATE COPYRIGHT LAWS, TRADEMARK LAWS, PRIVACY AND PUBLICITY LAWS AND COMMUNICATIONS REGULATIONS AND STATUTES. YOU WILL NOT COPY, REVERSE ENGINEER, DISASSEMBLE, DECOMPILE, TRANSLATE, MODIFY, REPRODUCE, REPUBLISH, TRANSMIT, SELL, OFFER FOR SALE, DISSEMINATE OR REDISTRIBUTE THE INTELLECTUAL PROPERTY FOUND IN THE WEBSITE OR ANY PART THEREOF OR GRANT ANY OTHER PERSON OR ENTITY THE RIGHT OR ACCESS TO DO SO.

CONTENT

 

YOU ACKNOWLEDGE THAT THE WEBSITE MAY CONTAIN OR PROVIDE ACCESS TO INFORMATION, SOFTWARE, PHOTOS, VIDEO, TEXT, GRAPHICS, MUSIC, SOUNDS OR OTHER MATERIAL PROVIDED BY TROVAGENE OR THIRD PARTIES (COLLECTIVELY, “CONTENT”) THAT ARE PROTECTED BY COPYRIGHTS, PATENTS, TRADEMARKS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY LAWS, AND THAT THESE RIGHTS ARE VALID AND PROTECTED IN ALL FORMS, MEDIA AND TECHNOLOGIES EXISTING NOW OR HEREAFTER DEVELOPED. FOR THE AVOIDANCE OF DOUBT, REFERENCES TO CONTENT SHALL INCLUDE USER CONTENT.

THE CONTENT POSTED BY YOU VIA THE WEBSITE (“USER CONTENT”) IS YOUR INTELLECTUAL PROPERTY AND OR THAT OF YOUR LICENSORS, IF ANY. TROVAGENE DOES NOT CLAIM ANY OWNERSHIP RIGHTS IN SUCH USER CONTENT. BY POSTING USER CONTENT VIA THE WEBSITE, HOWEVER, YOU HEREBY GRANT TO TROVAGENE A LIMITED, TRANSFERABLE, NONEXCLUSIVE, WORLDWIDE, PERPETUAL, IRREVOCABLE, ROYALTY-FREE LICENSE TO USE, REPRODUCE, MODIFY, EDIT, ADAPT, PUBLISH, TRANSLATE, DISPLAY, DISTRIBUTE, SELL, SUBLICENSE AND CREATE DERIVATIVE WORKS AND COMPILATIONS INCORPORATING SUCH USER CONTENT FOR PURPOSES OF PROVIDING THE WEBSITE.

TROVAGENE’S PRIVACY POLICY

 

TROVAGENE COLLECTS, STORES AND USES DATA COLLECTED FROM YOU IN ACCORDANCE WITH TROVAGENE’S PRIVACY POLICY, LOCATED AT WWW.TROVAGENE.COM/PRIVACY-POLICY. THE TERMS AND CONDITIONS OF THE PRIVACY POLICY ARE HEREBY EXPRESSLY INCORPORATED INTO THESE TERMS OF USE.

LINKS

 

THE WEBSITE MAY PROVIDE, OR THIRD PARTIES MAY PROVIDE, LINKS TO OTHER WEBSITES OR RESOURCES ON THE INTERNET. BECAUSE TROVAGENE HAS NO CONTROL OVER SUCH WEBSITES OR RESOURCES, YOU ACKNOWLEDGE AND AGREE THAT TROVAGENE IS NOT RESPONSIBLE FOR THE AVAILABILITY OF SUCH EXTERNAL WEBSITES OR RESOURCES, AND TROVAGENE DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH WEBSITES OR RESOURCES OR FOR ANY PRIVACY OR OTHER PRACTICES OF THE THIRD PARTIES OPERATING THOSE WEBSITES OR RESOURCES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT TROVAGENE SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH WEBSITE OR RESOURCE. TROVAGENE STRONGLY ENCOURAGES YOU TO REVIEW ANY SEPARATE TERMS OF USE AND PRIVACY POLICIES GOVERNING USE OF THESE THIRD PARTY WEBSITES AND RESOURCES.

USER REPRESENTATIONS

 

YOU HEREBY REPRESENT AND WARRANT TO TROVAGENE THAT: (A) YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER; (B) ALL INFORMATION PROVIDED BY YOU TO TROVAGENE IS TRUTHFUL, ACCURATE AND COMPLETE; (C) YOU WILL COMPLY WITH THESE TERMS OF USE AND ANY OTHER AGREEMENT TO WHICH YOU ARE SUBJECT THAT IS RELATED TO YOUR USE OF THE WEBSITE, CONTENT OR ANY PART THEREOF; (D) YOUR ACCESS TO AND USE OF THE WEBSITE OR ANY PART THEREOF WILL NOT CONSTITUTE A BREACH OR VIOLATION OF ANY OTHER AGREEMENT, CONTRACT, TERMS OF USE OR ANY LAW OR REGULATION TO WHICH YOU ARE SUBJECT; AND (E) YOU WILL NOT USE THE WEBSITE IN ORDER TO GAIN COMPETITIVE INTELLIGENCE ABOUT TROVAGENE, THE WEBSITE OR ANY PRODUCT OR SERVICE OFFERED VIA THE WEBSITE OR TO OTHERWISE COMPETE WITH TROVAGENE OR ITS AFFILIATES.

IN THE EVENT THAT YOU POST ANY USER CONTENT VIA THE WEBSITE, YOU HEREBY MAKE THE FOLLOWING ADDITIONAL REPRESENTATIONS AND WARRANTIES TO TROVAGENE: (1) YOU ARE OWNER OF SUCH USER CONTENT OR OTHERWISE HAVE THE RIGHT TO GRANT TROVAGENE THE LICENSES GRANTED PURSUANT TO THIS AGREEMENT; (2) YOU HAVE SECURED ANY AND ALL CONSENTS NECESSARY TO POST THE USER CONTENT AND TO GRANT THE FOREGOING LICENSES; (3) THE USER CONTENT DOES NOT VIOLATE THE RIGHTS OF ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, THE INTELLECTUAL PROPERTY, PRIVACY OR PUBLICITY RIGHTS OF ANY THIRD PARTY; AND (4) ALL FACTUAL INFORMATION CONTAINED IN THE USER CONTENT OR FEEDBACK IS TRUE AND ACCURATE.

PROHIBITED USES

 

YOU AGREE NOT TO ENGAGE IN UNACCEPTABLE USE OF THE WEBSITE OR ANY PART THEREOF, WHICH INCLUDES, WITHOUT LIMITATION: (A) USE OF THE WEBSITE TO POST, STORE OR DISSEMINATE MATERIAL OR INFORMATION THAT, IS OR TO A REASONABLE PERSON MAY BE FALSE, FRAUDULENT, UNLAWFUL, TORTIOUS, ABUSIVE, DEFAMATORY, LIBELOUS, HARASSING, THREATENING, OR MALICIOUS; (B) USE OF THE WEBSITE TO POST, STORE OR DISSEMINATE CONTENT, FILES, GRAPHICS, SOFTWARE OR OTHER MATERIAL OR INFORMATION THAT ACTUALLY OR POTENTIALLY INFRINGES THE RIGHTS OF ANY PERSON, INCLUDING, WITHOUT LIMITATION, THE COPYRIGHT, TRADEMARK, PATENT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS, OR PRIVACY, MORAL OR PUBLICITY RIGHTS, OF ANY PERSON; (C) USE OF THE WEBSITE TO INTERFERE, DISRUPT OR ATTEMPT TO GAIN UNAUTHORIZED ACCESS TO OTHER ACCOUNTS ON THE WEBSITE, TO RESTRICTED PORTION OF THE WEBSITE, TO CONTENT, OR ANY OTHER COMPUTER NETWORK OR EQUIPMENT; (D) USE OF THE WEBSITE TO POST, STORE OR DISSEMINATE VIRUSES, TROJAN HORSES OR ANY OTHER MALICIOUS CODE OR PROGRAMS DESIGNED TO INTERRUPT, DESTROY OR LIMIT THE FUNCTIONALITY OF ANY COMPUTER SOFTWARE, HARDWARE, SYSTEM OR TELECOMMUNICATIONS EQUIPMENT; (E) USE OF THE WEBSITE TO POST, STORE OR DISSEMINATE ANY UNSOLICITED OR UNAUTHORIZED ADVERTISING, PROMOTIONAL MATERIALS, JUNK MAIL, SPAM, CHAIN LETTERS, PYRAMID SCHEMES OR OTHER FRAUDULENT SCHEMES, OR ANY OTHER FORM OF SOLICITATION; (F) USE OF ANY MANUAL OR AUTOMATED SOFTWARE, DEVICES OR OTHER PROCESSES TO “CRAWL” OR “SPIDER” ANY WEB PAGES CONTAINED IN THE WEBSITE (INCLUDING, WITHOUT LIMITATION, THE USE OF ROBOTS, BOTS, SPIDERS, SCRAPERS OR ANY OTHER MEANS TO EXTRACT PRICING, PRODUCT, SERVICE OR OTHER DATA FROM THE WEBSITE); (G) USE OF THE WEBSITE TO GAIN COMPETITIVE INTELLIGENCE ABOUT TROVAGENE, THE WEBSITE OR ANY PRODUCT OR SERVICE OFFERED VIA THE WEBSITE OR TO OTHERWISE COMPETE WITH TROVAGENE OR ITS AFFILIATES; (H) FRAMING OR OTHERWISE SIMULATING THE APPEARANCE OR FUNCTIONS OF THE WEBSITE OR ANY PORTION THEREOF; (I) HARVESTING OR OTHERWISE COLLECTING ANY INFORMATION ABOUT OTHER USERS; OR (K) USE OF THE WEBSITE TO ENGAGE IN ANY ACTIVITY THAT, AS DETERMINED BY TROVAGENE, MAY INTENTIONALLY OR UNINTENTIONALLY VIOLATE THESE TERMS OF USE OR ANY APPLICABLE LAWS OR REGULATIONS.

INFRINGEMENT NOTIFICATION

 

NOTICE. COPYRIGHT OWNERS OR AGENTS THEREOF MAY SUBMIT A NOTIFICATION PURSUANT TO THE DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) IF SUCH OWNERS OR AGENTS BELIEVE THAT ANY USER CONTENT OR OTHER CONTENT INFRINGES UPON THEIR COPYRIGHTS BY PROVIDING TROVAGENE’S COPYRIGHT AGENT (AS DEFINED BELOW) WITH THE FOLLOWING INFORMATION IN WRITING:

  1. A PHYSICAL OR ELECTRONIC SIGNATURE OF A PERSON AUTHORIZED TO ACT ON BEHALF OF THE OWNER OF AN EXCLUSIVE RIGHT THAT IS ALLEGEDLY INFRINGED;
  2. IDENTIFICATION OF THE COPYRIGHTED 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;
  3. IDENTIFICATION OF THE MATERIAL THAT IS CLAIMED TO BE INFRINGING OR TO BE THE SUBJECT OF INFRINGING ACTIVITY AND THAT IS TO BE REMOVED OR ACCESS TO WHICH IS TO BE DISABLED AND INFORMATION REASONABLY SUFFICIENT TO PERMIT THE SERVICE PROVIDER TO LOCATE THE MATERIAL;
  4. INFORMATION REASONABLY SUFFICIENT TO PERMIT THE SERVICE PROVIDER TO CONTACT TO PERSON MAKING THE STATEMENT, SUCH AS AN ADDRESS, TELEPHONE NUMBER, AND, IF AVAILABLE, AN ELECTRONIC MAIL;
  5. A STATEMENT THAT THE COPYRIGHT OWNER OR AGENT 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
  6. A STATEMENT THAT THE INFORMATION IN THE NOTIFICATION IS ACCURATE, AND UNDER PENALTY OF PERJURY, THAT THE PERSON MAKING THE STATEMENT IS AUTHORIZED TO ACT ON BEHALF OF THE OWNER OF AN EXCLUSIVE RIGHT THAT IS ALLEGEDLY INFRINGED.

TROVAGENE’S DESIGNATED COPYRIGHT AGENT TO RECEIVE NOTIFICATIONS OF CLAIMED INFRINGEMENT IS: COPYRIGHT AGENT, C/O TROVAGENE, INC., 11055 FLINTKOTE AVENUE, SAN DIEGO, CALIFORNIA 92121; EMAIL INFO@TROVAGENE.COM; PHONE: (858) 952-7570. COPYRIGHT OWNERS AND AGENTS ACKNOWLEDGE THAT FAILURE TO COMPLY WITH ALL OF THE REQUIREMENTS OF THE FOREGOING MAY RESULT IN AN INVALIDITY OF THE DMCA NOTICE. COUNTER-NOTICE. IF USER BELIEVES THAT THE USER CONTENT THAT WAS REMOVED (OR TO WHICH ACCESS WAS DISABLED) IS NOT INFRINGING, OR THAT USER HAS THE AUTHORIZATION FROM THE COPYRIGHT OWNER, THE COPYRIGHT OWNER’S AGENT, OR PURSUANT TO THE LAW, TO POST AND USE THE USER CONTENT, USER MAY SEND A COUNTER-NOTICE CONTAINING THE FOLLOWING INFORMATION TO THE COPYRIGHT AGENT:

  1. USER’S PHYSICAL OR ELECTRONIC SIGNATURE;
  2. IDENTIFICATION OF THE USER CONTENT THAT HAS BEEN REMOVED OR TO WHICH ACCESS HAS BEEN DISABLED AND THE LOCATION AT WHICH THE USER CONTENT APPEARED BEFORE IT WAS REMOVED OR DISABLED;
  3. A STATEMENT THAT USER HAS A GOOD FAITH BELIEF THAT THE USER CONTENT WAS REMOVED OR DISABLED AS A RESULT OF MISTAKE OR A MISIDENTIFICATION OF THE USER CONTENT; AND
  4. USER’S NAME, ADDRESS, TELEPHONE NUMBER, AND E-MAIL ADDRESS, A STATEMENT THAT USER CONSENTS TO THE JURISDICTION OF THE FEDERAL COURT IN KANSAS CITY, KANSAS, AND A STATEMENT THAT USER WILL ACCEPT SERVICE OF PROCESS FROM THE PERSON WHO PROVIDED NOTIFICATION OF THE ALLEGED INFRINGEMENT.
  5. IF A COUNTER-NOTICE IS RECEIVED BY THE COPYRIGHT AGENT, TROVAGENE MAY SEND A COPY OF THE COUNTER-NOTICE TO THE ORIGINAL COMPLAINING PARTY, INFORMING THAT PERSON THAT IT MAY REPLACE THE REMOVED USER CONTENT OR CEASE DISABLING IT IN 10 DAYS. UNLESS THE COPYRIGHT OWNER FILES AN ACTION SEEKING A COURT ORDER AGAINST THE USER PROVIDING SUCH USER CONTENT, THE REMOVED USER CONTENT MAY BE REPLACED, OR ACCESS TO IT RESTORED, IN 10 TO 14 DAYS OR MORE AFTER RECEIPT OF THE COUNTER-NOTICE, AT TROVAGENE’S SOLE DISCRETION.

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS AND LIMITATIONS:

MEDICAL ADVICE / HEALTH DISCLAIMER

 

THE INFORMATION CONTAINED ON THE WEBSITE IS PRESENT FOR THE PURPOSE OF GENERAL EDUCATION, AND IS NOT INTENDED TO CONSTITUTE MEDICAL ADVICE, INSTRUCTION FOR MEDICAL DIAGNOSIS, OR INSTRUCTION FOR MEDICAL TREATMENT. THE INFORMATION CONTAINED ON THE WEBSITE IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER PRIOR TO STARTING ANY NEW TREATMENT OR WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE, OR DELAY IN SEEKING IT, BECAUSE OF SOMETHING YOU HAVE READ ON THE WEBSITE. IN NO EVENT WILL COMPANY BE LIABLE TO USER OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY USER OR ANYONE ELSE IN RELIANCE UPON THE INFORMATION PROVIDED ON OR THROUGH THE WEBSITE.

WEBSITE DISCLAIMER

 

TROVAGENE USES REASONABLE EFFORTS TO MAINTAIN THE WEBSITE, BUT TROVAGENE IS NOT RESPONSIBLE FOR ANY DEFECTS OR FAILURES ASSOCIATED WITH THE WEBSITE, ANY PART THEREOF, ANY CONTENT POSTED USING THE WEBSITE, OR ANY DAMAGES (SUCH AS LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES) THAT MAY RESULT FROM ANY SUCH DEFECTS OR FAILURES. THE WEBSITE MAY BE INACCESSIBLE OR INOPERABLE FOR ANY REASON, INCLUDING, WITHOUT LIMITATION: (A) EQUIPMENT MALFUNCTIONS, (B) PERIODIC MAINTENANCE PROCEDURES OR REPAIRS WHICH TROVAGENE MAY UNDERTAKE FROM TIME TO TIME, OR (C) CAUSES BEYOND THE CONTROL OF TROVAGENE OR WHICH ARE NOT FORESEEABLE BY TROVAGENE.

EXCLUSION OF WARRANTIES

 

TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE WEBSITE AND ANY CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT ALLOWED BY LAW, TROVAGENE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NON-INFRINGEMENT.

WITHOUT LIMITATION, TROVAGENE MAKES NO WARRANTY THAT THE WEBSITE OR ANY CONTENT WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION FOUND THEREON WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY CONTENT, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS.

ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU THROUGH THE WEBSITE OR ANY PRODUCT SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE.

LIMITATION OF LIABILITY

 

TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT TROVAGENE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TROVAGENE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE WEBSITE OR ANY CONTENT; (B) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE OR OTHERWISE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; OR (D) ANY OTHER MATTER RELATING TO THE WEBSITE OR ANY CONTENT. IF YOU ARE DISSATISFIED WITH THE WEBSITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE WEBSITE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT SHALL TROVAGENE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE WEBSITE OR ANY AMOUNT RETAINED BY TROVAGENE FOR PROVIDING THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF SUCH LIMITATIONS MAY NOT APPLY TO YOU.

RELEASE AND INDEMNIFICATION

 

YOU AGREE TO RELEASE TROVAGENE, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES AND AGENTS, FROM ANY AND ALL LIABILITY AND OBLIGATIONS WHATSOEVER IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE WEBSITE. IF AT ANY TIME YOU ARE NOT SATISFIED WITH THE WEBSITE OR OBJECT TO ANY MATERIAL WITHIN THE WEBSITE, YOUR SOLE REMEDY IS CESSATION OF USE THEREOF.

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS TROVAGENE, ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES OR EXPENSES, INCLUDING ATTORNEYS’ FEES AND COSTS AND EXPENSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) YOUR ACCESS TO OR USE OF THE WEBSITE OR ANY PART THEREOF, (B) ANY USER CONTENT YOU POST VIA THE WEBSITE, (C) A BREACH OR ALLEGED BREACH BY YOU OF ANY OF YOUR REPRESENTATIONS, WARRANTIES, COVENANTS OR OBLIGATIONS UNDER THIS AGREEMENT, (D) INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS OF TROVAGENE OR THIRD PARTIES BY YOU, (E) ANY NEGLIGENCE OR WILLFUL MISCONDUCT BY YOU, OR (F) ANY OTHER CLAIM RELATED TO YOUR PERFORMANCE UNDER THIS AGREEMENT.

TERM AND TERMINATION

 

THIS AGREEMENT IS EFFECTIVE UPON YOUR UNEQUIVOCAL ACCEPTANCE AS SET FORTH HEREIN AND SHALL CONTINUE IN FULL FORCE UNTIL TERMINATED. YOU AGREE THAT TROVAGENE, IN ITS SOLE DISCRETION, MAY TERMINATE YOUR USE OF THE WEBSITE OR ANY PART THEREOF UPON PRIOR NOTICE, AND REMOVE AND DISCARD ANY CONTENT, IN THE EVENT YOU VIOLATE THESE TERMS OF USE. YOU AGREE THAT TROVAGENE MAY IMMEDIATELY SUSPEND YOUR ACCESS TO THE WEBSITE OR ANY PART THEREOF IN ORDER TO CONDUCT AN INVESTIGATION IN THE EVENT IT BELIEVES YOU HAVE VIOLATED THESE TERMS OF USE OR IF IT DETERMINES THAT YOU ARE A REPEAT INFRINGER OF ANOTHER’S INTELLECTUAL PROPERTY OR OTHER RIGHTS. TROVAGENE MAY ALSO, IN ITS SOLE DISCRETION AND AT ANY TIME, DISCONTINUE PROVIDING THE WEBSITE, ANY PART THEREOF, OR ANY CONTENT WITH OR WITHOUT NOTICE. IN ADDITION TO ANY OTHER METHOD OF TERMINATION OR SUSPENSION PROVIDED FOR IN THIS AGREEMENT, TROVAGENE RESERVES THE RIGHT TO TERMINATE THIS AGREEMENT AT ANY TIME AND FOR ANY REASON UPON 10 DAYS’ NOTICE TO YOU. FURTHER, YOU AGREE THAT TROVAGENE SHALL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY TERMINATION OR SUSPENSION OF YOUR ACCESS TO THE WEBSITE, ANY PART THEREOF OR REMOVAL OF CONTENT. YOU MAY TERMINATE THIS AGREEMENT AT ANY TIME BY IMMEDIATELY DISCONTINUING ALL ACCESS TO THE WEBSITE AND BY PROVIDING NOTICE TO TROVAGENE OF SUCH DISCONTINUANCE. TERMINATION OR CANCELLATION OF THIS AGREEMENT SHALL NOT AFFECT ANY RIGHT OR RELIEF TO WHICH TROVAGENE MAY BE ENTITLED AT LAW OR IN EQUITY. UPON TERMINATION OF THIS AGREEMENT, YOU SHALL TERMINATE ALL USE OF THE WEBSITE AND ANY CONTENT PROVIDED THEREBY. IN THE EVENT OF TERMINATION, YOU WILL NOT BE ENTITLED TO ANY REFUND OF ANY FEES OR OTHER CHARGES, IF ANY, PAID IN CONNECTION WITH THIS AGREEMENT.

GOVERNING LAW & OTHER MISCELLANEOUS TERMS

 

THE PARTIES AND THEIR RESPECTIVE PERSONNEL ARE AND SHALL BE INDEPENDENT CONTRACTORS, AND NEITHER PARTY BY VIRTUE OF THIS AGREEMENT SHALL HAVE ANY RIGHT, POWER OR AUTHORITY TO ACT OR CREATE ANY OBLIGATION, EXPRESS OR IMPLIED, ON BEHALF OF THE OTHER PARTY.

YOU ACKNOWLEDGE AND AGREE THAT ANY EXPENSES THAT YOU INCUR IN FURTHERANCE OF THIS AGREEMENT ARE VOLUNTARY IN NATURE AND ARE MADE WITH THE KNOWLEDGE THAT THIS AGREEMENT MAY BE TERMINATED AS PROVIDED HEREIN. YOU SHALL NOT MAKE A CLAIM AGAINST TROVAGENE, AND TROVAGENE SHALL NOT BE LIABLE WITH RESPECT TO THE RECOUPMENT OF ANY EXPENDITURES OR INVESTMENT MADE BY YOU IN ANTICIPATION OF THE CONTINUATION OF THIS AGREEMENT BEYOND THE TERM HEREOF. THE PARTIES AGREE THAT BREACH OF THE PROVISIONS OF THIS AGREEMENT WOULD CAUSE IRREPARABLE HARM AND SIGNIFICANT INJURY TO TROVAGENE WHICH WOULD BE BOTH DIFFICULT TO ASCERTAIN AND WHICH WOULD NOT BE COMPENSABLE BY DAMAGES ALONE. AS SUCH, THE PARTIES AGREE THAT TROVAGENE HAS THE RIGHT TO ENFORCE THE PROVISIONS OF THIS AGREEMENT BY INJUNCTION (WITHOUT NECESSITY OF POSTING BOND), SPECIFIC PERFORMANCE OR OTHER EQUITABLE RELIEF WITHOUT PREJUDICE TO ANY OTHER RIGHTS AND REMEDIES TROVAGENE MAY HAVE FOR YOUR BREACH OF THIS AGREEMENT.

THE VALIDITY AND EFFECT OF THESE TERMS OF USE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT REGARD TO ITS CONFLICTS OR CHOICE OF LAWS PRINCIPLES. ANY SUIT, ACTION OR PROCEEDING CONCERNING OR RELATING TO THE WEBSITE, ITS USE, THESE TERMS OF USE, ANY SALE OR ANY OTHER PRODUCT, SERVICE, POLICY OR PROCEDURE OF TROVAGENE, MUST BE BROUGHT EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION IN THE STATE OF DELAWARE, AND YOU HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH YOU MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT OR IMPROPER FORUM.

IF ANY ACTION AT LAW OR IN EQUITY IS NECESSARY TO ENFORCE THE TERMS OF THIS AGREEMENT, THE PREVAILING PARTY WILL BE ENTITLED TO REASONABLE FEES OF ATTORNEYS, ACCOUNTANTS AND OTHER PROFESSIONALS, AND COSTS AND EXPENSES IN ADDITION TO ANY OTHER RELIEF TO WHICH SUCH PREVAILING PARTY MAY BE ENTITLED.

THE CAPTIONS AND HEADINGS OF THIS AGREEMENT ARE INCLUDED FOR EASE OF REFERENCE ONLY AND WILL BE DISREGARDED IN INTERPRETING AND CONSTRUING THIS AGREEMENT.

IF THE PERFORMANCE OF ANY PART OF THIS AGREEMENT BY EITHER PARTY (OTHER THAN PAYMENT OF MONEY) IS PREVENTED, HINDERED, DELAYED OR OTHERWISE MADE IMPRACTICABLE BY REASON OF ANY FLOOD, RIOT, FIRE, JUDICIAL OR GOVERNMENTAL ACTION, LABOR DISPUTE, ACT OF GOD, TELECOMMUNICATIONS FAILURE OR ANY OTHER CAUSE BEYOND THE CONTROL OF EITHER PARTY, THAT PARTY SHALL BE EXCUSED FROM SUCH PERFORMANCE TO THE EXTENT THAT IT IS PREVENTED, HINDERED OR DELAYED BY SUCH CAUSE.

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