Terms & Conditions

Terms of Use

(Effective: August 15,  2011)

 

The www.championsoncology.com web site, the Champions TumorGraft® database (the “Database”), and any derivative web site on which these Terms of Use are posted and owned by Champions Oncology, Inc., a Delaware Corporation (“Champions”). Champions had adopted these Terms of Use (“Terms of Use” or “Agreement”) to make you aware of the terms and conditions of your use of the www.championsoncology.com web site, any derivative web site on which these Terms of Use are posted and any Content (defined below) provide via the aforementioned web site (collectively, the “Web Site”) and the Database as applicable.   In the event that you purport to be the agent of, represent, or otherwise act on behalf of an entity or any other person, references to "you," "your" or "User" shall include such entity or person in addition to you, and your acceptance of this Agreement shall constitute acceptance on behalf of such entity or person.

Champions 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 Web Site or the Database following the posting of changes to these Terms of Use will constitute your acceptance of those changes. 

By using OR OTHERWISE ACCESSING the Web Site OR THE DATABASE, accessing a USER account, Content or any other information 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 Web Site, THE DATABASE, a USER account, Content or any other information AVAILABLE FROM the Web Site OR THE DATABASE. 

License to Access and Use

Web Site License.  Champions hereby grants you a limited, nonexclusive, nonassignable, nontransferable license to access and use the Web Site solely for the noncommercial, personal use of User or the internal business needs of the entity of which User is an authorized representative, as the case may be, subject to your agreement to, compliance with and satisfaction of these Terms of Use.

Database License.  At its sole discretion, and subject to your previously entering into a nondisclosure or confidentiality agreement with Champions, Champions may grant you a limited, nonexclusive, nonassignable, nontransferable license to access and use the Database solely for the noncommercial, personal use of User or the internal business needs of the entity of which User is an authorized representative, as the case may be, subject to your agreement to, compliance with and satisfaction of these Terms of Use and your previously entered into nondisclosure or confidentiality agreement.  Any such nondisclosure or confidentiality agreement is hereby incorporated into this Agreement.  In the event of a conflict between the terms of such nondisclosure or confidentiality agreement and this Agreement, the terms of the nondisclosure or confidentiality agreement will prevail.

General Terms of Use and Restrictions on Use

All rights not otherwise expressly granted by these Terms of Use are reserved by Champions.  If you do not comply with the Terms of Use at any time, Champions reserves the right to revoke the aforementioned license(s) and/or limit your access to the Web Site, the Database or 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 Web Site or the Database.  You may not obscure or remove any proprietary rights notices contained in or on the Web Site, the Database or 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 Web Site, the Database or any part thereof.

Champions may discontinue or alter any aspect of the Web Site, the Database or Content, restrict the time the Web Site or the Database is available or restrict the amount of use permitted at Champions' sole discretion and without prior notice or liability.  You agree that Champions may, under certain circumstances, immediately suspend and/or terminate your access to the Web Site, the Database 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 Web Site or the Database; (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 Champions' sole discretion and without liability to you or any third party. 

Champions Intellectual Property

Unless otherwise specifically noted in these Terms of Use, images, trademarks, service marks, logos and icons displayed on the Web Site or the Database are the property of Champions or its licensors, if any and may not be used without Champions' prior written consent.  Trademarks owned by third parties are the property of those respective third parties.  The Web Site and the Database is the copyrighted property of Champions, 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 the Web Site, the Database or Content 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 Web Site, the Database or any part thereof or grant any other person or entity the right or access to do so. 

User Account

Champions may provide you with a user account in order for you to access the Database.  In the event Champions does provide you with a user account, you will receive a username and password.  This user account is personal to you, and you will not share it or allow any other person to utilize your user account.  You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password.  You agree to immediately notify Champions in the event you learn of or have reason to suspect any unauthorized use of your user account or any other breach of security. 

Access & Opt-Out

By submitting your details you are indicating your consent to receive information related to your request, as well as products and services offered by Champions Oncology. Visitors who have registered to receive posters, case studies, access to the Database and other content can write Champions Oncology at the address listed below to access the information they have submitted. Individuals also have the opportunity to opt-out of receiving requested materials and other communication by clicking on the unsubscribe link at the bottom of Champions Oncology emails or writing to Champions Oncology at the address listed below.

Champions Oncology
One University Plaza, Suite 307
Hackensack, NJ 07601

Term and Termination

This Agreement may be terminated by either party at any time upon thirty (30) days' prior written notice to the other party.  Upon termination of this Agreement, you shall terminate all use of the Web Site, the Database and Content.  Termination or cancellation of this Agreement shall not affect any right or relief to which Champions may be entitled at law or in equity.

Content

You acknowledge that the Web Site or the Database may contain or provide access to information, software, photos, video, text, graphics, music, sounds or other material provided by Champions 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. 

Links

Champions may provide, or third parties may provide, links to other web sites or resources on the Internet.  Because Champions has no control over such web sites or resources, you acknowledge and agree that Champions is not responsible for the availability of such external web sites or resources.  Champions does not endorse and 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 web site or resource.  Champions strongly encourages you to review any separate terms of use and privacy policies governing use of these third party web sites and resources.

User Representations

You hereby represent and warrant to Champions that: (a) you have the power and authority to enter into and perform your obligations under this Agreement; (b) all information provided by you to Champions is truthful, accurate and complete; (c) you will comply with the terms and conditions of these Terms of Use and any other agreement to which you are subject that is related to your use of the Web Site, the Database or any part thereof; (d) your access to and use of the Web Site, the Database 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; (e) you will immediately notify Champions in the event that you learn or suspect that your username or password has been disclosed or otherwise made known to any other person; (f) you will not use the Web Site or the Database in order to gain competitive intelligence about Champions, the Web Site or the Database, or to otherwise compete with Champions or its affiliates; and (g) if you purport to be the agent of, represent or otherwise act on behalf of an entity or any other person, that you are in fact an authorized representative of such entity or other person.

Prohibited Uses

You are solely responsible for any and all acts and omissions that occur under your user account, and you agree not to engage in unacceptable use of the Web Site, the Database or any part thereof, which includes, without limitation: (a) use of the Web Site or the Database to post, store or disseminate material or information that, is or to a reasonable person may be false, fraudulent, unlawful, harmful, tortious, abusive, obscene, pornographic, defamatory, libelous, harassing, invasive of another's privacy, offensive, vulgar, threatening, malicious, hateful or racially, ethnically or otherwise objectionable, or that actually or potentially infringes the rights of any person, including, without limitation, intellectual property rights or privacy, moral or publicity rights; (b) use of the Web Site or the Database to interfere, disrupt or attempt to gain unauthorized access to other user accounts, to restricted portions of the Web Site or the Database, to Content or to any other computer network or equipment; (c) use of the Web Site or the Database 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 or any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation; (d) use of any manual or automated software, devices or other processes to "crawl" or "spider" any web pages contained in the Web Site (including, without limitation, to extract data from the Web Site or the Database); (e) use of the Web Site or the Database to gain competitive intelligence about Champions, the Web Site, the Database or to otherwise compete with Champions or its affiliates; (f) framing or otherwise simulating the appearance or functions of the Web Site, the Database or any portion thereof; (g) harvesting or otherwise collecting any information about other users; or (h) use of the Web Site or the Database to engage in any activity that, as determined by Champions, may intentionally or unintentionally violate these Terms of Use, violate any applicable laws or regulations or conflict with the spirit or intent of these Terms of Use.

Disclaimer

Champions uses reasonable efforts to maintain the Web Site and the Database, but Champions is not responsible for any defects or failures associated with the Web Site, the Database, Content or any part thereof, or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures.  The Web Site or the Database may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions, (b) periodic maintenance procedures or repairs which Champions may undertake from time to time or (c) causes beyond the control of or unforeseeable by Champions. 

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:

TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE WEB SITE, THE DATABASE AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND AT YOUR SOLE RISK.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, CHAMPIONS 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, CHAMPIONS MAKES NO WARRANTY THAT THE WEB SITE, THE DATABASE OR 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 CONTENT, INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE WEB SITE OR THE DATABASE WILL MEET YOUR EXPECTATIONS.  

ANY CONTENT OR OTHER MATERIAL OBTAINED THROUGH THE USE OF THE WEB SITE OR THE DATABASE 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 OBTAINING ANY SUCH MATERIAL.  FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION OBTAINED BY YOU THROUGH THE WEB SITE, THE DATABASE OR CONTENT 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 CHAMPIONS 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 CHAMPIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE WEB SITE, THE DATABASE OR CONTENT; (B) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY CONTENT, DATA OR INFORMATION OBTAINED FROM THE WEB SITE, THE DATABASE OR OTHERWISE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; OR (D) ANY OTHER MATTER RELATING TO THE WEB SITE, THE DATABASE OR CONTENT.  IF YOU ARE DISSATISFIED WITH THE WEB SITE OR THE DATABASE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE WEB SITE OR THE DATABASE AND PROVIDE NOTICE TO CHAMPIONS OF SUCH.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT SHALL CHAMPIONS' 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 WEB SITE, THE DATABASE OR CONTENT.  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 THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to defend, indemnify and hold harmless Champions, 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 Web Site, the Database or any part thereof, (b) a breach or alleged breach by you of any of your representations, warranties, covenants or obligations under this Agreement, (c) infringement or misappropriation of any intellectual property or other rights of Champions or third parties by you, (d) any negligence or willful misconduct by you, (e) any other claim related to your performance under this Agreement, or (f) your use of the Web Site, the Database or Content.

Governing Law and 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. 

Breach of the provisions of this Agreement would cause irreparable harm and significant injury to Champions which would be both difficult to ascertain and which would not be compensable by damages alone.  As such, the parties agree that Champions 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 Champions 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 the State of Maryland, without regard to its conflicts or choice of laws principles. 

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.

This Agreement, including any other agreements or additional terms referenced herein, constitutes the complete and exclusive statement of the Agreement between the parties with respect to the Web Site, the Database and Content, and, unless otherwise expressly provided herein, it supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Web Site, the Database and Content.  If any provision of this Agreement is found unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision.  As so reformed or modified, the court shall fully enforce this Agreement.  The provisions of this Agreement that by their content are intended to survive the expiration or termination of this Agreement, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination and interpretation of this Agreement, will survive the expiration or termination of this Agreement for their full statutory period.