Website Terms of Service

Effective May 2, 2018

These are the Website Terms of Service (“Terms”) which govern your access to and use of the Aeterna Zentaris, Inc. (“AEZS”) website http://www.zentaris.com (the “Website”). Please note your access to and use of the Website is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Website you agree you are bound by these Terms. By accessing or using the Website, you (“User”) agree you accept the terms and conditions of these Terms and the AEZS Privacy Policy.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU AGREE YOU ARE BOUND BY THESE TERMS OF SERVICE IN THEIR ENTIRETY. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS INCLUDED WITHIN THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE SERVICES.

 

Eligibility To Use The Website
The Website is intended for legal use by adults only and are not directed to children under the age of 18. You may not use the Website in any manner if you are under the age of 18 and any registration by anyone under 18 is void. By accessing or using the Website and thereby agreeing to these Terms, you represent and warrant to us: (1) that you are at least 18 years of age; (2) that you have not previously been suspended or removed from the Website; and (3) that your use of the Website is in compliance with any and all applicable laws and regulations.

 

Medical Information
The medical information provided on our Website is for educational and informational purposes only and is not meant to be a substitute for advice offered by a doctor or other healthcare professional. If medical advice or services are desired, please consult your physician or health care provider.

 

Non-Confidential Information
Any oral, written or electronic response or communication established with AEZS by any User of our Website shall be deemed as non-confidential. AEZS shall not have any obligations of any kind with respect to such information and shall be free to use any ideas, concepts, know-how or techniques contained in such communication without restriction for any purpose whatsoever.  The sender of such information is fully responsible for its content, including, without limitation, its accuracy and truthfulness and its non-infringement of another party's proprietary rights.

 

Forward-Looking Statements
This Website contains forward-looking statements made pursuant to the safe harbor provisions of the U.S. Securities Litigation Reform Act of 1995.  Forward-looking statements can be identified by words such as: "intend," "believe," "designed to," "vision," "aimed at," "expect," "may," "should," "would," "will" and similar references. Such statements include, but are not limited to, statements about the progress of our research, development and clinical trials and the timing of, and prospects for, regulatory approval and commercialization of our product candidates, the timing of expected results of our studies and the anticipated results of these studies, statements about the status of our efforts to establish a commercial operation and to obtain the right to promote or sell products that we did not develop, and estimates regarding our capital requirements and our needs for, and our ability to obtain, additional financing. Forward-looking statements involve known and unknown risks and uncertainties, which could cause the Company's actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, among others, the availability of funds and resources to pursue our research and development ("R&D") projects, the successful and timely completion of clinical studies, the risk that safety and efficacy data from any of our Phase 3 trials may not coincide with the data analyses from previously reported Phase 1 and/or Phase 2 clinical trials, the rejection or non-acceptance of any new drug application by one or more regulatory authorities and, more generally, uncertainties related to the regulatory process, the ability of the Company to efficiently commercialize one or more of its products or product candidates, the degree of market acceptance once our products are approved for commercialization, the ability of the Company to take advantage of business opportunities in the pharmaceutical industry, the ability of the Company to protect its intellectual property and general changes in economic conditions. Investors should consult the Company's quarterly and annual filings with the Canadian and United States ("U.S.") securities commissions for additional information on risks and uncertainties relating to the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements. AEZS does not undertake to update these forward-looking statements and disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, except if required to do so by a governmental authority or applicable law.

 

Your Representations & Warranties to AEZS
By using the Website, you represent, warrant, and agree:

  1. You will only use the Website for lawful purposes, and you will not use the Website for sending, storing, or distributing any unlawful material or for fraudulent purposes;
  2. You will not use the Website to cause nuisance, annoyance or inconvenience;
  3. You will not impair the proper operation of the Website or any network which is used to support or access the Website;
  4. You will not try to harm the Website in any way whatsoever;
  5. You will not copy, or distribute the Website or other content without written permission from AEZS;
  6. You will only use the Website for your own use and will not resell any aspect of the Website to a third party;
  7. You will keep secure and confidential your account password or any identification we may provide you which allows access to the Website; and
  8. You will provide us with whatever proof of identity we may reasonably request.

 

User Conduct
As a condition of your use of the Website, you agree not to use the Website: (1) for any illegal purpose; (2) for any purpose that is prohibited by these Terms; or (3) for any other purpose not reasonably intended by AEZS as typical or expected use of the Website consistent with the purposes for which the Website were created. You specifically agree you will not do any of the following:

  1. Use the Website for or in connection with any illegal purpose, including any violation of any applicable local, state, national, or international law, or rule or regulation having the force of law;
  2. Abuse, harass, threaten, impersonate, or intimidate others; 
  3. Post, upload, or otherwise distribute or post links to any content that is unlawful, defamatory, libelous, inaccurate, or that you do not have all necessary rights to transmit, or that AEZS or a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate as determined by AEZS in its sole discretion;
  4. Post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain any password or other confidential information, or private information from any Website User; 
  5. Create or submit unwanted email (“Spam”) to any other person or any URL; 
  6. Submit content linking or otherwise directing others to affiliate programs, multi-level marketing schemes, or off-topic content; 
  7. With the exception of accessing RSS feeds, to use any robot, spider, scraper or other automated means to access the Website for any purpose without our express written permission;
  8. Take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure;
  9. Interfere or attempt to interfere with the proper working of the Website or any activities conducted on or through the Website; Bypass any measures we may use to prevent or restrict access to the Website or any part of the Website;
  10. Bypass any measures we may use to prevent or restrict access to the Website or any part of the Website;

  11. Interfere with the operation of the Website or any User’s enjoyment of the Website, including without limitation, by: (i) uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious software or code; (ii) making unsolicited offers, advertisements, or other solicitations, directing spam or other unsolicited communications to other Users, or conducting your own contests or promotions using the Website; (iii) attempting to collect personal information about Users or third parties without their consent; or (iv) interfering with or disrupting any networks, equipment, or servers connected to or used to provide the Website, or violating the regulations, policies, or procedures of such networks, equipment, or servers;
  12. Share, sell, or otherwise transfer the access granted to you to the Website, including information regarding your Website login information, or password, or otherwise permit any other person to access the Website using your information, login, or password.
  13. Use the Website, related content, or any component thereof, for any unintended commercial purpose, including advertising, offering for sale, or selling any item using the Website;
  14. Violate, or encourage others to violate, the rights of third parties, including by infringing or misappropriating third party Intellectual Property or other legal rights;
  15. Reproduce, distribute, publicly display or perform, modify, make derivative works of, redistribute, sublicense, rent, publish, sell, assign, lease, market, transfer, or otherwise make the Website, Website content, code or program, available to others, in whole or part;
  16. Interfere with security features of the Website, including without limitation, by: (i) disabling or circumventing features that prevent or limit use or copying of content, or which violate copyrighted or otherwise legally protected software; or (ii) reverse engineering or otherwise attempting to extract the source code of the Website or any part thereof, except to the extent that such activity is expressly permitted by applicable law;
  17. Perform any fraudulent activity using or in connection with the Website, including impersonating any person or entity, claiming false affiliations, accessing the accounts or passwords of others without permission, or falsifying your age, date of birth, or contact information; or
  18. Attempt to do any of the foregoing in this Section, or assist or permit any persons in engaging in any of the activities described in this Section.

 

Intellectual Property
AEZS and its licensors and partners own all rights, titles, and interests in and to the Website, and all related Intellectual Property rights, including all registered and unregistered trademarks, trade dress, graphics, logos, designs, page headers, button icons, scripts, service names, software code, inventions, copyrights, and copyrightable works, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Website (collectively, the “AEZS IP”). The AEZS IP may not be used in connection with any product or service in any manner that is likely to cause confusion or otherwise violate the rights granted to us in the AEZS IP, including use of any AEZS IP as part of third party trademarks, trade dress, and/or as part of domain names, email addresses, account names or handles, or other digital properties. The AEZS name, the AEZS logos and designs, and the product and service names associated with the Website is trademarks of AEZS or its affiliated third parties, and no right or license is granted to you by this Agreement to use the AEZS IP for purposes not directly related to your use of the Website.

 

Email Notifications
As part of your use of the Website, you may be asked to elect to receive certain email notifications from AEZS and its partners. These messages may include event updates and other promotions. Your election to receive such messages represents your express written consent to receiving emails from AEZS related to the Website. You may opt-out of receiving certain notifications in association with the Website by completing the opt-out process provided to you with each email message. By opting-out of receiving notifications, you understand that we may not be able to communicate important information to you. Please note we may still contact you regarding certain important Website announcements or notifications even if you have opted-out from other messages.

 

Notices
You consent to receive from AEZS all communications, including notices, agreements, legally required disclosures or other information in connection with the Website (collectively, "Notices") electronically. AEZS may provide such Notices by posting them on or within the Website, by electronic mail to your email address on record in AEZS’ account information, or by written communication sent by first class mail or pre-paid post to your address on record. You agree that we may communicate with you regarding AEZS and other entities by electronic means to your mobile device and that certain information about your usage of the Website may be communicated to us. In the event you change or deactivate your mobile device, you agree to promptly update your information to ensure that your messages are not sent to the person that acquires your old device.

 

Termination
AEZS may change, suspend or discontinue the Website for any reason, at any time, including the availability of any Website, features, or Website content, without notice to you. AEZS may also impose limits on certain Website, features, or content, or restrict your access to parts or all of the Website with or without notice to you.

AEZS may also terminate or suspend your use of or access to the Website at any time, immediately, without notice, and without refund, for any violation of these Terms, in our sole and absolute discretion. Upon such termination or suspension, you must immediately cease accessing or using the Website, and agree not to access, re-download, re-register or otherwise make use of, or attempt to use, the Website.

You acknowledge that we reserve the right to take action, technical, legal, or otherwise, to block, nullify, or deny your ability to access the Website. You understand that we may exercise this right in our sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies otherwise available to AEZS. Continued use of the Website, its components, databases, or documentation, or any part thereof, after termination is a breach of the terms of this Agreement and a violation of copyright laws. You acknowledge that we may disable access to, refuse to post, or modify or remove any information or content, in whole or in part, for any reason or no reason at all. All provisions of this Agreement, which by their nature should survive termination, shall survive the termination of this Agreement, including, without limitation, provisions regarding ownership, warranty disclaimers, indemnity, and limitations of liability.

 

International Use
The Website is controlled and operated by AEZS from within the United States. AEZS makes no representations that materials contained within the Website are appropriate or available for use in other locations, and access to the Website from locations where such activity is illegal is prohibited. Those who choose to use the Website from other locations do so of their own initiative and are solely responsible for compliance with all applicable laws.

 

Indemnity
You agree you shall indemnify and hold harmless AEZS, its subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders, and employees against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers arising out of or related to the Website, use of the Website, violation of the Terms, or the infringement by you of any Intellectual Property, or violation of any right of any person or entity by you or any third party using your information, login, or password.

 

Warranty Disclaimers
You acknowledge that AEZS has no control over, and no duty to take any action regarding: (1) which Users gain access to the Website; (2) what effects the Website may have on you; (3) how you may interpret or use the Website; or (4) what actions you may take as a result of having been exposed to the Website.

You release AEZS from all liability for you having acquired or not acquired content through the Website. The Website may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. AEZS makes no representations concerning any content contained in or accessed through the Website, and AEZS will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Website. AEZS makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of that information and assumes no responsibility for any errors or omissions therein. AEZS cannot guarantee that you will obtain the results you seek or warrant that Website will be error-free.  AEZS makes no representation or warranty of any kind with respect to use of Website or the use or accuracy of the information on the Website.

USER ACCESSES THESE SERVICES AT HIS OR HER OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COMPLETENESS OF ANY SERVICES PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES BY AETERNA ZENTARIS, INC. ARE HEREBY DISCLAIMED. NEITHER AETERNA ZENTARIS, INC. NOR ANY PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES OR AGENTS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE AND NO WARRANTY IS MADE AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF AETERNA ZENTARIS, INC., COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. IN NO EVENT WILL AETERNA ZENTARIS, INC. OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR THIRD PARTY CONTENT PROVIDERS BE HELD LIABLE FOR ANY CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS, OR ILLEGAL CONDUCT OF USERS OF THE SERVICES.

 

Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, NEITHER AETERNA ZENTARIS, INC. NOR ITS AFFILIATES, EMPLOYEES, AGENTS OR THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON THESE SERVICES, INCLUDING BUT NOT LIMITED TO, ANY LOST PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF OR DAMAGE TO DATA OR INFORMATION OF ANY KIND, DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER, PERSONAL INJURY, OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES (WHETHER THE CLAIM IS BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHER LEGAL THEORY) ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH USE OF THE SERVICES OR CONTENT, OR FOR ANY DIRECT DAMAGES IN EXCESS OF $100 (IN THE AGGREGATE), EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

The “Disclaimer” and “Limitation of Liability” provisions of this Agreement are for the benefit of AEZS as defined herein, and each of these individuals or entities shall have the right to assert and enforce these provisions directly against you on its own behalf.

 

General Terms

Entire Agreement
The Terms, including the incorporated AEZS Privacy Policy, constitute the entire agreement between Users of the Website and AEZS regarding Users’ use of and access to the Website. Your use of the Website is intended for your enjoyment and benefit and the provision of the Website to you constitutes the sole and sufficient consideration that you are entitled to receive for any content or other contributions you have made to the Website.

 

Waiver & Severability
The failure of AEZS to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

 

Controlling Law & Jurisdiction
These Terms and any action related thereto will be governed by the laws of the State of South Carolina without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Website will be brought solely in the federal or state courts located in South Carolina and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any enactment of the Uniform Computer Information Transactions Act shall apply to this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Website or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

 

Transfer & Assignment
This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by you without the written consent of AEZS. AEZS may assign this Agreement upon ten (10) days prior written notice to you provided via email (if available) and by posting notice to the Website. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.

 

No Independent Contractor or Joint Venture
The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

 

Changes To Our Terms
AEZS may modify these Website Terms of Service from time to time. The most current version of these Terms will govern your use of the Website and will be located at www.zentaris.com/terms-conditions. By continuing to access or use the Website after those changes become effective, you agree to be bound by the revised Website Terms of Service.

 

Contact AEZS
Aeterna Zentaris Inc.
315 Sigma Drive
Summerville, SC 29486
843-900-3223
info@zentaris.com