Publisher

EMBL Ventures GmbH
Represented by: Dr. Stefan Herr, Dr. Frank Mühlenbeck

Boxbergring 107
69126 Heidelberg
Germany

District Court Mannheim, HRB 336210
Value Added Tax Identification Number: DE 201402291

USING THIS WEBSITE INDICATES THAT YOU ACCEPT THE TERMS OF THIS USER AGREEMENT.IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT USE THIS WEBSITE.

Acceptance of Terms

EMBL Ventures and its affiliates and subsidiaries (“we”, “us”, “our”), provides access to the website of EMBL Ventures (the “Site”), subject to your acceptance of this User Agreement (“Agreement”). We encourage you to review this Agreement periodically for any updates or changes. By accessing, browsing, framing, using and/or linking to the Site, you agree to be bound by the terms of this Agreement. When using a particular feature of the Site, you also may be subject to any posted guidelines, rules, terms of service, privacy policies, or other contractual provision as noted. In the event of a conflict between any other agreement, rule, policies, or terms of service and this Agreement, the provisions of this Agreement shall govern. If you have any questions about this User Agreement please contact EMBL Ventures at privacy@embl-venutres.com before using the Site.

Users

Any person accessing, browsing, or otherwise using the Site, either manually or via an automated device or program, shall be deemed a “User” (also referred to as “you”) under this Agreement. EMBL Ventures and any User shall be deemed “Parties” to this Agreement. All Users are bound by the terms of this Agreement.

Privacy

You agree that you have read and understand the terms of the EMBL Ventures Privacy Policy. You acknowledge that the Site may link to other sites not controlled by EMBL Ventures and that the collection of your personal information by these sites is outside the scope of EMBL Ventures’ control. Users’ communications through the Site are, in most cases, viewed only by you and anyone to whom you address your message. As the operator of the Site, however, EMBL Ventures may need to review or monitor your electronic mail, other communications and/or use of the Site from time to time. Therefore, you should not expect to have a right to privacy in any of your communications or use of the Site.

Use of the Site

You understand that EMBL Ventures cannot and does not guarantee or warrant that files available for downloading from the Site will be free of infection or viruses, worms, Trojan horses, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.

System Integrity

You may not use any device, software or routine to interfere with the proper working of the Site. You may not take any action that imposes an unreasonable burden upon the infrastructure used to support the efficient operation of the Site including but not limited to unsolicited e-mail (i.e. “Spam”).

Risk; Internet Use

You assume total responsibility and risk for your use of the Site and the Internet. You acknowledge and agree that any uploads or transmission you make may be intercepted and used by an unauthorized third party and that all of the risk associated therewith is solely yours.

NO WARRANTIES

THE SITE AND THE CONTENT AND SERVICES MADE AVAILABLE ON THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EMBL Ventures DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SITE, THE SITE CONTENT, ANY SERVICES PROVIDED THROUGH THE SITE OR ON THE INTERNET GENERALLY, AND EMBL Ventures SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE. SOME STATES MAY NOT PERMIT THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. EMBL Ventures DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED.

System Outages

EMBL Ventures periodically schedules system downtime for maintenance and other purposes. Unplanned system outages also may occur. EMBL Ventures shall have no liability whatsoever for the resulting unavailability of the Site or for any loss of data or transactions caused by planned or unplanned system outages or the resultant delay, misdelivery or nondelivery of information caused by such system outages, or any third party acts or any other outages of web host providers or the Internet infrastructure and network external to the Site.

Indemnification

You agree to indemnify, defend and hold EMBL Ventures and its affiliates, officers, directors, employees and agents harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including actual attorney’s fees) resulting from (i) your use, of the Site, (ii) your use of services provided through the Site, or (iii) your breach of any provision of this Agreement. EMBL Ventures reserves the right, at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with EMBL Ventures in asserting any available defenses.

Intellectual Property

The contents of the Site, such as text, graphics, logos, audio clips, video, photographs, software, and other information (the “Content”) is the property of EMBL Ventures and/or its affiliates or partners, and is protected by federal and international copyright and trademark laws, or other proprietary rights. These rights are protected in all forms, media and technologies existing now or hereinafter developed. You may print and download portions of material from the different areas of the Site solely for your non-commercial use or for your personal non-commercial use. No portion of the Content may be reprinted, republished, modified, or distributed in any form without the express written permission of EMBL Ventures. You may not reproduce, reverse engineer, decompile, disassemble, modify, transmit, sell, distribute, license or create derivative works with respect to the Site. Certain content may be licensed from third parties and all such third party content and all intellectual property rights related to the content belong to the respective third parties. You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Site or the Content. Any rights not expressly granted by this Agreement or any applicable end-user license agreements are reserved by EMBL Ventures.

Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent or trademark of EMBL Ventures or any third party. Except as expressly provided above, nothing contained herein shall be construed as conferring any license or rights under any EMBL Ventures copyright.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL EMBL Ventures OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE SITE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES FOR LOSS OF PROFITS, GOOD WILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES) THAT RESULT FROM (I) THE USE OF OR INABILITY TO USE THE SITE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, CONTENT OR SERVICES OBTAINED THROUGH OR FROM THE SITE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (V) ANY OTHER MATTER RELATING TO THE SITE. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT AND SERVICES AVAILABLE THROUGH THE SITE. IN NO EVENT SHALL EMBL Ventures’S TOTAL CUMMULATIVE LIABILITY UNDER THESE TERMS EXCEED THE LESSER AMOUNT OF ANY FEES PAID, IF ANY, TO EMBL Ventures FOR THE USE OF THE SITE BY YOU OR $50. BECAUSE SOME STATES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. THE LIMITATIONS OF LIABILITY PROVIDED IN THIS AGREEMENT INURE TO THE BENEFIT OF EMBL Ventures, OUR AFFILIATES, AND TO ALL OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS.

Acceptable and Lawful Use of Site

Any personal information, computer information, or other information a User provides to EMBL Ventures in connection with the Site: (a) shall not be false, inaccurate or misleading; (b) shall not be obscene or indecent; (c) shall not contain any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (d) shall not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; and (f) shall not create any liability for EMBL Ventures or cause EMBL Ventures to lose (in whole or in part) the services of its Internet Service Providers (“ISPs”) or others, including without limitation, suppliers, vendors, or constituents. Users shall comply will all applicable laws, statutes, ordinances and regulations regarding use of the Site.

No Endorsement of Content and Links to Other Websites

EMBL Ventures will use reasonable efforts to include up-to-date and accurate information in this Site, but makes no representations, warranties, or assurances as to the accuracy, currency or completeness of the Content provided, including third party information, such as, but not limited to, press releases, articles, bibliographies, securities analyst information, etc. or information from third-party websites linked to or from this Site.

Any links to other sites are provided as merely a convenience to the Users of this Site. Thus, EMBL Ventures does not endorse or make any representations about these sites, or any information or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of these other sites linked to this Site, you do so entirely at your own risk. EMBL Ventures has no responsibility for the content of such other sites and shall not be liable for any damages or injuries arising from the content from these other sites.

Governing Law

This Agreement and access to the Site shall be governed by and construed in accordance with the laws of the Federal Republic of Germany.

Choice of Forum

You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the court of the Federal Republic of Germany located in Heidelberg for any litigation or disputes arising out of or relating to use of the Site and not to commence any litigation relating thereto except in such courts.

International Users

EMBL Ventures makes no claims that the Content is appropriate or may be downloaded outside of the Federal Republic of Germany. Access to the Content may not be legal in certain countries or for certain persons. If you access the Site from outside of the Federal Republic of Germany, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction regarding online conduct and acceptable Content.

User personal information (“Information”) that is submitted to this Site will be collected, processed, stored, disclosed and disposed of in accordance with applicable German law. If you are a non-German user, you acknowledge and agree that EMBL Ventures may collect and use your Information and disclose it to other entities outside your resident jurisdiction. In addition, such Information may be stored on servers located outside your resident jurisdiction. German law may not provide the degree of protection for Information that is available in other countries. By providing us with your Information, you acknowledge that you consent to the transfer of such Information outside your resident jurisdiction as detailed in our Privacy Policy. If you do not consent to such transfer, you may not use this Site. If you have already provided us with Information, please contact us at privacy@embl-venutres.com and let us know how you would like us to handle such Information.

Severability

In the event that one or more portions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforcability shall not affect any other provision contained in this Agreement.

Headings

The headings used throughout this Agreement are solely for the convenience of reference and are not to be used as an aid in the interpretation of this Agreement.

No Waiver

Any delay or failure by you or EMBL Ventures, at any time or times, to require performance of any provision hereof shall in no manner affect your or EMBL Ventures’s right at a later time to enforce such provision. No delay or failure of you or EMBL Ventures in exercising any right hereunder shall constitute a waiver of such right or any other rights hereunder.

Entire Agreement, Updates and Modifications

This Agreement and any documents expressly incorporated by reference constitute the entire agreement between EMBL Ventures and you pertaining to the subject matter hereof. In its sole discretion, EMBL Ventures may unilaterally amend or modify this Agreement or any other documents referenced herein at any time by posting on the Site. Any amended or modified terms will be effective upon posting. Continued use of the Site constitutes acceptance of any modified terms and conditions. If you have any questions about this Agreement, contact us at privacy@embl-ventures.com.

Assignment

You may not assign your rights or delegate your responsibilities hereunder without the express written permission of EMBL Ventures. EMBL Ventures may, at any time, assign its rights or delegate its obligations hereunder without notice to you.

Third Party Beneficiary Rights

The benefits and protection provided by this Agreement shall inure solely to the benefit of EMBL Ventures and Users. This Agreement shall not be deemed to create any right in any person or entity who is not a Party and shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party, other than the permitted employees, representatives and/or agent of EMBL Ventures.

Termination

EMBL Ventures may immediately issue a warning, suspend or terminate your access to the Site for breach of this Agreement (or any other agreement or policy incorporated by reference hereto), or for any other reason in our discretion.