Terms and ConditionsLast modified September 2019
AgenTus Therapeutics Inc., a subsidiary of Agenus Inc., is pleased to provide you with this website and its content (this website) for general informational purposes. Please carefully read these Terms and Conditions (the Terms) relating to the use of our website. By accessing or using this website, (i) you indicate that you understand and intend the Terms to be the legal equivalent of a signed, written contract and equally binding between you and AgenTus, (ii) you accept the Terms and agree to be legally bound by them and (iii) you represent to AgenTus that you are at least 18 years of age and have reached the age of majority under all applicable laws your country or, if you are between 13 and 18 years of age, you possess legal parental or guardian consent to agree to the Terms. If you violate any of the Terms, your permission to use this website and its contents automatically terminates and you must immediately destroy any copies you have made of the materials taken from this website.
Use of Materials and Intellectual Property Rights
The entire contents of this website are subject to copyright protection and/or other intellectual property rights. You may not copy the contents of this website other than for non-commercial individual reference with all copyright or other proprietary notices retained, and thereafter the contents may not be recopied, reproduced or otherwise redistributed. Except as expressly provided above, you may not otherwise copy, display, download, distribute, modify, reproduce, republish or retransmit any information, text or documents contained in this website or any portion thereof in any electronic medium or in hard copy, or create any derivative work based on such images, text or documents, without the express written consent of AgenTus. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent or trademark of AgenTus, its affiliates or any third party. AgenTus prohibits the use of any AgenTus trademark, or any related graphic, as a hot link to any website unless approved by AgenTus.
All product or candidate names, whether or not appearing in large print or with the trademark symbol, are trademarks or registered trademarks of AgenTus. The use or misuse of these trademarks or any other materials, except as permitted herein, is expressly prohibited and may be in violation of copyright law, trademark law, the law of slander and libel, the law of privacy and publicity, and communications regulations and statutes. Please be advised that AgenTus actively and aggressively enforces its intellectual property rights to the fullest extent of the law.
You agree not to
1. copy, modify, adapt, frame, mirror, reproduce, translate, distribute, transmit, reverse engineer, scrape, decompile, or disassemble any aspect of this website,
2. use or transmit any viruses, bots, worms, defects, Trojan horses, or any items of a destructive nature in connection with your access or use of this website
3. attempt to avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by AgenTus or any of AgenTus’ providers or any other third party to protect this website.
In addition, you warrant to AgenTus that you will not use this website for any purpose that is unlawful or otherwise prohibited by the Terms. Any rights not expressly granted herein are reserved.
Links to Third Party Sites
We have provided links to certain third party websites as a courtesy. By providing these links, we are not endorsing, adopting or agreeing with any of the content of the linked sites or the products or services of that third party. We do not review or control the content of third party sites and that content is not part of our website. We expressly disclaim any responsibility for the content of any third party sites linked to our website or the products or services of that third party. We do not make any representations regarding the content or accuracy of materials on third party websites or the products or services of third parties. We urge you to use discretion when you access any third party sites linked to our website.
This website contains forward looking statements, including statements regarding AgenTus’ future financial performance, product pipeline and strategy. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in these forward-looking statements. These risks and uncertainties include, among others, the factors described in Agenus’ most recently filed annual or quarterly report with the U.S Securities and Exchange Commission (SEC). Forward-looking statements speak only as of the date first made, unless another date is indicated. In light of the significant uncertainties in forward-looking statements, you should not regard such statements as a representation or warranty that we will achieve our objectives and plans in any specified timeframe, and you should not place undue reliance on any forward-looking statements. While we may update certain forward-looking statements from time to time, we specifically disclaim any obligation to do so, whether as a result of new information, future developments or otherwise. Nothing in this website constitutes investment advice, including Agenus’ SEC filings. We provide investor relations materials for your convenience and information only. In addition, investor relations materials and our other website content are not offers to sell or solicitations of an offer to buy any security. There are no guarantees about the future performance of AgenTus or Agenus.
Disclaimers of Warranty, Liability, and Consequential Damages
AgenTus cannot guarantee the information in this website is accurate, complete or suitable for any purpose. In addition, AgenTus cannot guarantee that the contents of this website have not been affected by technical malfunctions or unauthorized tampering. We may alter or delete the content and functionality of this website at any time.
Your use of this website and its contents is at your own risk, and neither AgenTus nor any party involved in creating or delivering this website shall be liable for damages of any kind that may result from access to, or use of the information contained on, this website, including, but not limited to, any such damages arising from errors or omissions, misprints, out-of-date information, inaccuracies, typographical or other errors appearing on this website, any software that may be downloaded from this website, or any damage to your computer equipment including, but not limited to, any virus that may infect your computer equipment.
THIS WEBSITE IS PROVIDED AS-IS. AGENTUS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, WITH RESPECT TO THE USE OF THIS WEBSITE OR ANY INFORMATION OR SERVICES OBTAINED THROUGH THIS WEBSITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AGENTUS, INCLUDING WITHOUT LIMITATION ITS OFFICERS, DIRECTORS, AND EMPLOYEES, BE LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND RESULTING DIRECTLY OR INDIRECTLY FROM ANY USE OF THIS WEBSITE OR DEFECT IN THIS WEBSITE OR ANY INFORMATION CONTAINED IN THIS WEBSITE, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL (INCLUDING LOSS OF PROFITS), PUNITIVE OR OTHER DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE EXISTENCE, ACCESS OR USE OF THIS WEBSITE, REGARDLESS OF WHETHER AGENTUS OR ANY OF THE OTHER ENTITIES OR PERSONS LISTED ABOVE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
By using this website, you assume the risk that the information and materials on this website may be incomplete, inaccurate, out-of-date, or may not meet your needs or requirements.
Medical information that appears on this website is for informational purposes only and is not, nor is intended to be, a medical diagnosis or a replacement for advice given by a physician or other medical professional. The information provided on this website should not be relied upon as the basis of any health-care decision. You agree that AgenTus will not be liable or otherwise responsible for any decision made or any action taken or any action not taken due to your use of any information presented through the website.
You agree to indemnify and hold harmless AgenTus and or its affiliates, and their respective officers, directors, employees, shareholders, agents, representatives, service providers and licensors, and their respective successors and assigns, from and against any damages (including reasonable attorneys’ and professional fees’ and litigation costs) arising out of or related to your breach of the Terms or your misuse of this website.
Submissions and Feedback
AgenTus welcomes your feedback and suggestions about how to improve this website. Any ideas, suggestions, information, know-how, material, or other content (collectively, content) received through this website, however, will be deemed to include a royalty-free, perpetual, irrevocable, transferable, worldwide, nonexclusive right and license for AgenTus to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display, (in whole or part), or act on such content without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content. You represent and warrant that:
A. you own all rights in your content or, alternatively, you have acquired all necessary rights in your content to enable you to grant to AgenTus all of the rights described herein;
B. your content does not infringe the intellectual property rights, privacy, or any other legal or moral rights of any third party.
If you transmit to or post on this website any content, material, data, information or idea by any means, it will be treated as non-confidential and non-proprietary and may be disseminated or used by us for any purpose. You are not authorized to post on or transmit to or from this website any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other content that could give rise to any civil or criminal liability under the law.
This website is not intended to be used to report the side effects associated with the use of drugs, medical devices, or treatments of AgenTus or of other third party companies, whether actual or potential. In particular, any content that you make about the website must not relate to side effects related to treatment or drugs or treatments of AgenTus or other third party companies. We encourage you to report side effects of prescription drugs and medical devices to your health care provider and/or local health authority. Should any of your content mention a side effect related to a prescription drug, AgenTus may be required to contact you for further information and may be required to report the communication to a regulatory authority.
Updates and Changes
AgenTus may choose to modify or provide updates to this website from time to time in its sole discretion. AgenTus does not represent or warrant that any future updates to this website will provide the same functionality or information that is provided by the current version of this website. AgenTus has no obligation to provide, and may change the form or nature of, this website. AgenTus reserves the right to modify, suspend or discontinue your access to this website for any reason without notice, in its sole discretion.
AgenTus maintains this website from our offices in Lexington, Massachusetts, United States of America. This website is intended to be accessed from, and the information contained in the website is intended to be used within the United States of America. We make no representations that this website or materials in our website are appropriate or available for access or use in other countries. If you access this website from another country, you do so on your own initiative and are responsible for compliance with laws applicable to such access.
Export of Information
The United States Export Controls laws prohibit the export of certain technical data and software to certain countries, territories and individuals. No content from this site may be downloaded or otherwise exported in violation of United States law.
Choice of Law
The Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to any conflict of law provisions thereof.
Jurisdiction and Dispute Resolution
We want to address your concerns without needing a formal legal case. Before filing a claim against AgenTus, you agree to try to resolve the dispute informally by contacting our Communications Department via our contact form. We will try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or AgenTus may bring a formal proceeding.
IF YOU’RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:
We Both Agree To Arbitrate. You and AgenTus agree to resolve any claims relating to the Terms or your use of this website through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Massachusetts or any other location we agree to.
Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees. AgenTus will pay all arbitration fees for claims less than $75,000. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $1,000 in addition to the award. AgenTus will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
Exceptions to Agreement to Arbitrate. Either you or AgenTus may assert claims, if they qualify, in small claims court in Massachusetts or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of this website, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in the Commonwealth of Massachusetts to resolve your claim and all parties waive any objection to the personal jurisdiction of and venue in such courts.
Class Action Waiver
You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
If any provision of these Terms is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of these Terms shall remain in full force and effect. Any provision of these Terms held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. The parties further agree to replace such invalid or unenforceable provision of these Terms with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable provision.
The provisions herein relating to intellectual property, disclaimers, limitation of liability, warranties, indemnification, choice of law and dispute resolution shall survive any cancellation, termination, or rescission of the Terms.
We may revise the Terms from time to time, and will post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the contact information we have for you or posting on this page). By continuing to use or access this website after the revisions come into effect, you agree to be bound by the revised Terms.
For Residents of New Jersey
Notwithstanding anything herein to the contrary, if you are a resident of New Jersey, nothing in the Terms limits our liability or imposes an obligation for you to indemnify us from claims arising out of AgenTus’ fraud, recklessness, gross negligence or willful misconduct.
Our failure to insist upon or enforce strict performance of any provision of the Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of the Terms. We may assign our rights and duties under the Terms to any party at any time without notice to you.
These Terms represent the entire agreement between you and AgenTus relating to the subject matter herein and shall not be modified except by AgenTus as provided herein or through a written document signed by both parties.
All notices, questions and other communications required to be given in writing under these Terms shall be directed to the following address:
AgenTus Therapeutics, Inc.
3 Forbes Road
Lexington, MA 02421-7305