Terms of Use

Vesta Biotherapeutics, LLC (“Vesta” or “We”) provides the services available on our website at Vestabiotx.com and any other online services that link to these terms of use (“Website”) to you subject to the following terms and conditions (the “Terms of Use”). By accessing or using the Website, you are acknowledging that you have read, understand and agree, without limitation or qualification, to be bound by these Terms of Use, and that you have read and understood the terms and conditions of Vestas’ Privacy Policy.

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Intellectual Property

All content available on the Website, including, but not limited to, text, graphics, logos, images, audio clips, data compilations, and any compilation thereof (the “Content”) is the property of Vesta, our affiliates, our partners, or our licensors, and is protected by U.S. and international copyright laws. The trademarks, logos, and service marks displayed on the Website (collectively, the "Trademarks") are the registered and unregistered marks of Vesta, our affiliates, our partners/collaborators, or our licensors, in the U.S. and other countries. All Trademarks not owned by us, our affiliates or our partners/collaborators that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. Reference to or use of a product, service, or process does not imply recommendation, approval, affiliation, or sponsorship of that product, service, or process by Vesta. Except as set forth in the limited license in below, or as required under applicable law, neither the Content, the Trademarks, nor any other portion of the Website may be used, reproduced, duplicated, copied, sold, resold, accessed, modified or otherwise exploited, in full or in part, for any purpose without our prior written consent.

Limited License

We grant you a limited, revocable, and non-exclusive license to access and make informational, non-commercial use of the Website. This limited license does not include the right to: (i) modify the Website or its contents; (ii) make any use of the Website or its Content other than informational, non-commercial use; (iii) create any derivative work based upon either the Website or its Content; or (iv) remove copyright notices or other proprietary rights notices contained in the Website or its Content. Any unauthorized use by you of the Website terminates the limited license set forth in this section without prejudice to any other remedy provided by applicable law.

Third-Party Content and Links

We are not responsible for the content of any websites linked to or from the Website. Links appearing on our Website to other websites or materials are for convenience only and are not an endorsement, sponsorship or recommendation by us, our affiliates or our partners of the referenced content, product, service or supplier. We are in no way responsible for examining or evaluating, and we do not warrant the offerings of, websites linked to or from the Website, nor do we assume any responsibility or liability for the actions, content, products, or services of such websites, including their privacy statements and terms and conditions.

Shipping and Delivery

Vesta provides products for research purposes only. At this time, Vesta ships products to locations within the United States and U.S. territories, including, Hawaii, Puerto Rico, Guam, and the U.S. Virgin Islands, as well as most international locations. For international orders, we can use your import broker or FedEx, in case you do not have a broker. It is your responsibility to check with your customs office to verify whether the country to which we are shipping permits the shipment of our products. Please be aware that customs and import duties may be applied when the shipment reaches its destination, and such charges are the responsibility of the recipient of the order and vary from country to country. Vesta is not responsible for any direct, indirect, punitive, or consequential damages that arise from improper international shipping practices. The risk of loss and title for all products ordered on this Website pass to you upon delivery of the products to the shipping carrier.

Sales Tax

Vesta charges sales tax for products ordered on this Website based on the applicable state or local sales tax rate and the location to which the order is being shipped.

Return Policy

You may purchase products from this Website by using any one of the payment options listed during checkout. Vesta reserves the right to change its payment procedures at any time without prior notice to you.

Warranties

THE WEBSITE IS PRESENTED “AS IS.” WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE WEBSITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.

FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY LAW WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE WEBSITE REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED ONE HUNDRED DOLLARS ($100.00).

IN THE EVENT OF ANY PROBLEM WITH THE WEBSITE OR ANY CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE WEBSITE.

Indemnification

You agree to defend, indemnify and hold us harmless for any loss, damages or costs, including reasonable attorney fees, resulting from any third-party claim, action or demand resulting from your use of the Website or its Content.  You also agree to indemnify us for any loss, damages or costs, including reasonable attorney fees, resulting from your use of software robots, spiders, crawlers or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.

Disputes

With respect to any dispute regarding the Website, your rights and obligations and all actions contemplated by these Terms of Use shall be governed by the laws of the U.S. and the State of Connecticut, as if the Terms of Use were a contract wholly entered into and wholly performed within Connecticut. Any dispute relating in any way to your visit to the Website shall be submitted to confidential arbitration in Connecticut, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in Connecticut, and you consent to exclusive jurisdiction and venue in such courts.  The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.  To the fullest extent permitted by applicable law, no arbitration under this agreement shall be joined to an arbitration involving any other party subject to this agreement, whether through class arbitration proceedings or otherwise.

General

You acknowledge and agree that these Terms of Use constitute the complete and exclusive agreement between us concerning your use of the Website, and supersede and govern all prior proposals, agreements or other communications.

We reserve the right, in our sole discretion, to change these Terms of Use at any time by posting the changes on the Website. Any changes are effective immediately upon posting to the Website. Your continued use of the Website constitutes your agreement to all such terms and conditions. We may, with or without prior notice, terminate any of the rights granted by these Terms of Use. You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the Website.

Information on this Website may contain technical inaccuracies or typographical errors.  Information, including product pricing and availability, may be changed or updated without notice. We reserve the right to refuse service, terminate accounts, and/or cancel orders in its discretion, including, without limitation, if we believe that customer conduct violates applicable law or is harmful to the interests of Vesta.

Nothing contained in these Terms of Use shall be construed as creating any agency, partnership, or other form of joint enterprise between us. Our failure to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall our waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of these Terms of Use shall be unenforceable or invalid under any applicable law or be so held by any applicable court decision, such unenforceability or invalidity shall not render these Terms of Use unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.