Terms of Use
Welcome to Element Biosciences’ website. Please read on to learn the rules and restrictions that govern your use of our website. If you have any questions, comments, or concerns regarding these terms or our website, please contact us at:
Email: legalnotices@elembio.com
Phone: (619) 353-0300
Address: 10055 Barnes Canyon Road, Suite 100, San Diego, CA 92121
These Terms of Use (the “Terms”) are a binding contract between you and ELEMENT BIOSCIENCES, INC. (“Element Biosciences,” “we” and “us”). Please read these Terms carefully. They cover important information about our website. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR WEBSITE ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS OUR WEBSITE IN ANY MANNER. These Terms include the provisions in this document as well as those in the Privacy Notice.
Will these Terms ever change?
We are constantly trying to improve our website, so these Terms may need to change along with our website. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at elementbiosciences.com, send you an email, and/or notify you by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use our website. If you use our website in any way after a change to the Terms is effective, that means you agree to the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
What about my privacy?
Element Biosciences takes the privacy of its users very seriously. For the current Element Biosciences Privacy Notice, please click here.
Children’s Online Privacy Protection Act
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 16 years of age; if you are a child under 16 years of age, please do not attempt to register for or otherwise use our website or send us any personal information. If we learn we have collected personal information from a child under 16 years of age, we will delete that information as quickly as possible. If you believe that a child under 16 years of age may have provided us personal information, please contact us at legalnotices@elembio.com.
What are the basics of using Element Biosciences?
You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use our website and have gotten your parent or guardian to agree to these Terms on your behalf).
You will only use our website in a manner that complies with all laws that apply to you. If your use of our website is prohibited by applicable laws, then you aren’t authorized to use our website. We can’t and won’t be responsible for your using our website in a way that breaks the law.
What about messaging?
As part of our website, you may receive communications from us, including messages that Element Biosciences sends you (for example, via email).
Are there restrictions in how I can use the website?
You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below), to our website, or otherwise use or interact with our website, in a manner that:
- infringes or violates the intellectual property rights or any other rights of anyone else (including Element Biosciences);
- violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Element Biosciences;
- is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- attempts, in any manner, to obtain security information from any other user;
- violates the security of any computer network, or cracks any passwords or security encryption codes;
- interferes with the proper working of our website (including by placing an unreasonable load on the website’s infrastructure);
- “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to our website or Content (through use of manual or automated means);
- copies or stores any significant portion of the Content; or
- decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to our website.
A violation of any of the foregoing is grounds for termination of your right to use or access our website.
What are my rights in the website?
Element Bioscience’s name, logo, and the materials displayed, performed, or available on or through our website, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by trademark, copyright, and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through our website, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Element Biosciences') rights. Third party trademarks referenced on this website are property of their respective owners.
Subject to these Terms, we grant each user of our website a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using our website. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using our website is expressly prohibited without prior written permission from us. You understand that Element Biosciences owns our website. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of our website. Our website may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
Unsolicited submissions
Element Biosciences does not accept unsolicited ideas, works, materials, proposals, suggestions, or the like (all of the foregoing “submissions”). Please do not provide any submissions to Element Biosciences. If, despite our request, you still make a submission, then regardless of what your correspondence says, the following terms will apply: (1) your submissions and their contents along with related intellectual property rights will automatically become the property of Element Biosciences, without any compensation to you; (2) Element Biosciences may use the submissions and their contents for any purpose and in any way on an unrestricted basis; (3) there is no obligation for Element Biosciences to review the submissions; and (4) there is no obligation to keep any submissions confidential. Element Biosciences welcomes, however, any feedback you have about this website or Element Biosciences’ products. Any feedback you provide shall be deemed to be non-confidential and Element Biosciences shall be free to use such information on an unrestricted basis.
Links to third party sites
Our website may contain links to third-party content. Such content is provided solely as a convenience to our visitors. It is not under our control, and Element Biosciences is not responsible for and does not endorse any third-party content, including any information or materials contained therein.
What else do I need to know?
Warranty Disclaimer. Neither Element Biosciences nor its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, or any of their respective successors and assigns (Element Biosciences and all such parties together, the “Element Parties”) make any representations or warranties concerning our website or any subject matter hereof , including without limitation regarding any content, services or products contained in or accessed through our website. ELEMENT FOR ITSELF AND THE ELEMENT PARTIES DISCLAIMS ALL WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE ELEMENT PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Assignment. You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, in any way (by operation of law or otherwise) without Element Biosciences' prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law, Venue. These Terms are governed by and will be construed under applicable federal law, and the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof. You agree to the personal jurisdiction by and venue in the state and federal courts in San Diego County, California, and waive any objection to such jurisdiction or venue.
Miscellaneous. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Element Biosciences agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Element Biosciences, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Element Biosciences, and you do not have any authority of any kind to bind Element Biosciences in any respect whatsoever. Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. You and Element Biosciences agree there are no third-party beneficiaries intended under these Terms
Effective date: June 28, 2021