These Terms of Use were last modified on July 24, 2022.
Replay Holdings, LLC (“Replay”, “we” or “us”) created and maintains the Replay website currently located at www.replay.bio (the “Website,” and together with any successor URLs, applications and other online services Replay may offer, the “Services”). Your use of the Services is governed by the terms and conditions set forth below (the “Terms of Use”) and the Replay Privacy Notice at https://replay.bio/privacy-notice (collectively, the “Terms”).
PLEASE READ THESE TERMS. BY USING THE SERVICE, YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THE REPLAY PRIVACY POLICY AND THESE TERMS OF USE AND REPRESENT TO US THAT YOU ARE 18 YEARS OF AGE OR OLDER AND ARE LEGALLY COMPETENT TO ENTER INTO AND AGREE TO THE TERMS AND CONDITIONS OF THE PRIVACY POLICY AND THESE TERMS OF USE. IF YOU DO NOT ACCEPT THE PRIVACY POLICY AND THESE TERMS OF USE, THEN YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY OF THE SERVICES.
PLEASE NOTE THAT THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES IN CERTAIN CIRCUMSTANCES, RATHER THAN JURY TRIALS OR CLASS ACTION LAWSUITS. VIEW THESE TERMS IN THE SECTION TITLED GOVERNING LAW AND ARBITRATION; CLASS ACTIONS BELOW
We may modify or update these Terms of Use from time to time. It is your sole responsibility to check the Services from time to time to view any such changes in these Terms of Use. When we change these Terms of Use in a material manner, we will notify you by posting an announcement on our Website. Your continued use of the Services after any change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, you may not use or access (or continue to access) the Services.
Replay hereby grants to you, subject to the terms and conditions of the Terms, a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access and use the Services solely for your personal, noncommercial use, subject to the limitations set forth below. Replay reserves all rights not expressly granted in these Terms. Replay reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use or access of the Services.
You agree to protect the Services, and their proprietary content, information and other materials, from any unauthorized access or use, and you agree that you will not use the Services or such proprietary content, information or other materials except as expressly permitted herein or expressly authorized in writing by Replay. Except as specifically permitted herein or expressly authorized in writing by Replay, you agree that you will not directly or indirectly: (a) distribute, sell, transfer, rent, lease, sublicense or otherwise exploit the Services in any unauthorized manner; or (b) transmit, adapt, create derivative works of, translate, localize, port or otherwise modify the Services, any updates, or any part thereof in any form or manner or by any means. You understand and agree that you are not permitted to: (x) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Services; (y) use any means to discover the trade secrets in the Services; or (z) otherwise circumvent any functionality that controls access to or otherwise protects the Services. Any attempt to do any of the foregoing is a violation of the rights of Replay and its affiliates and licensors. If you breach these restrictions, you may be subject to prosecution and damages.
The Website is not intended to and does not enable users to post to the Website. However, users may contract us directly through our “Contact Us” page. Except as expressly stated and agreed upon in advance by Replay, no confidential relationship shall be established in the event that you or any other user of the Website should make any oral, written or electronic communication or submission to Replay (such as feedback, questions, comments, suggestions, ideas, etc.). If the Website requires or requests that such information be provided, and that such information contains personal identifying information (e.g., name, address, phone number, email address), Replay shall obtain, use, and maintain it in a manner consistent with our Privacy Notice. Otherwise, such communication and any information submitted therewith shall be considered non-confidential, and Replay shall be free to reproduce, publish, or otherwise use such information for any purposes whatsoever including, without limitation, the research and development of our products and technology that may be impacted by such information. The sender of any information to Replay is fully responsible for the content of their submission, including its truthfulness and accuracy, and its non-infringement of any other person’s proprietary or privacy rights.
The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Replay Content”), and all intellectual property rights related thereto, are the exclusive property of Replay and its licensors. Except as explicitly provided herein, nothing in these Terms of Use will be deemed to create any interest or license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Replay Content. Use of the Replay Content for any purpose not expressly permitted by these Terms of Use is strictly prohibited. “Replay,” and other Services graphics, logos, designs, page headers, button icons, scripts, and service names are the trademarks or trade dress of Replay or its licensor’s in the U.S. and/or other countries (collectively, the “Replay Marks”). The Replay Marks may not be used in connection with any product or service without the prior written consent of Replay. You may not use the Replay Marks in connection with any product or service in any manner that is likely to cause confusion or create the impression that Replay endorses any product or service.
Replay may terminate your use of the Services at any time and for any reason, including for conduct violating these Terms. Upon any such termination, you must destroy all content obtained from the Services and all copies thereof. Furthermore, you acknowledge that Replay reserves the right to take action – technical, legal or otherwise – to block your ability to access the Services. You understand that Replay may exercise this right in its sole discretion and this right shall be in addition to any other rights and remedies available to Replay.
All provisions of these Terms which by their nature should survive termination shall survive the termination of your access to the Services, including the provisions regarding ownership, warranty disclaimers, indemnity, and limitations of liability.
The Services and their content are for informational purposes only. The content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Services.
ANY USE OF THE SERVICES, INCLUDING ANY RELIANCE UPON OR USE OF ANY OF THE INFORMATION THEREIN, SHALL BE AT YOUR SOLE RISK. ALL CONTENT CONTAINED WITHIN THE SERVICES IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, REPLAY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. REPLAY makes no warranty as to the accuracy, usefulness, currency, completeness or availability of any information transmitted or made available via this Website and shall not be responsible or liable for any error or omissions in that information. You are responsible for verifying any information before relying on it. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
The Replay Website may contain forward-looking statements that reflect Replay’s current expectation regarding future events and business development. The forward-looking statements involve risks and uncertainties. Actual developments or results could differ materially from those projected and depend on a number of factors including, but not limited to, the success of current research programs, results of pending or future clinical trials, ongoing commercialization of its products, regulatory approvals of pharmaceuticals, validity and enforcement of its patents, the stability of its commercial relationships, and the general economic conditions. Replay intends to update its Website on a regular basis but assumes no obligation to update any of the content.
IN NO EVENT SHALL REPLAY OR ANY OF ITS LICENSORS OR INFORMATION PROVIDERS HAVE ANY LIABILITY IN CONNECTION WITH THE SERVICES OR ANY INFORMATION PRESENTED IN THE SERVICES FOR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR FOR LOSS OF PROFITS, REVENUE, USE, OR DATA, IN EACH CASE ARISING UNDER ANY THEORY, INCLUDING UNDER WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, EVEN IF REPLAY IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
REPLAY’S AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY CLAIMING THROUGH YOU IN CONNECTION WITH THE USE OF THE SERVICES IS LIMITED TO FIFTY DOLLARS ($50).
You hereby agree to indemnify, defend, and hold harmless Replay, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates, from and against any and all claim, loss, expense or demand of liability, including attorneys’ fees and costs incurred, in connection with your violation of these Terms of Use or your use of or inability to use the Services. Replay reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of Replay.
These Terms, and any claim, cause of action or dispute (“claim”) arising out of or related to these Terms shall be governed by the laws of the State of California regardless of your country of origin or where you access the Services. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THESE TERMS OR THE SERVICES WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except for Replay’s right to seek injunctive relief as set forth below.
If you do not want to arbitrate disputes with Replay and you are an individual, you may opt out of this arbitration agreement by sending an email to legal@replay.bio within 30 days of the day you first access or use the Services.
If you intend to seek arbitration you must first send written notice to Replay’s legal department of your intent to arbitrate (“Notice”). The Notice to Replay should be sent by any of the following means: (i) electronic mail to legal@replay.bio or (ii) sending the Notice by U.S. Postal Service certified mail to Replay Holdings LLC, 5555 Oberlin Drive, Suite 120, San Diego, CA 92121, Attention: General Counsel. The Notice must (x) describe the nature and basis of the claim or dispute; and (y) set forth the specific relief sought; and (z) set forth your name, address and contact information. If we intend to seek arbitration against you, we will send any notice of dispute to you at the contact information we have for you.
The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the American Arbitration Association (“AAA”) under its AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes, as modified by these Terms. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by the terms of these Terms. If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. We will reimburse all other AAA filing, administration and arbitrator fees paid by you, unless the arbitrator determines that the arbitration was frivolous or brought for an improper purpose, in which case the payment of all such fees shall be governed by the AAA rules. The arbitration will be conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. For any claim where the potential award is reasonably likely to be $10,000 or less, either you or Replay may elect to have the dispute resolved through non-appearance-based arbitration.
To the fullest extent permitted by applicable law, YOU AND REPLAY EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, YOU AND REPLAY EACH WAIVE ANY RIGHT TO A JURY TRIAL. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and Replay agree that all claims arising out of or related to these Terms must be resolved exclusively by a state or federal court located in San Diego, California, and you and Replay each agree to submit to the exercise of personal jurisdiction of such courts for the purpose of litigating all such claims. Notwithstanding the above, you agree that Replay shall still be allowed to apply for and obtain injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Services or these Terms of Use shall be filed within one (1) year after such claim or cause of action arose otherwise it will forever be barred.
Replay controls and operates the Services in the United States. Replay makes no representation that contents in the Services may be downloaded, viewed or are appropriate for use outside the United States. If you access or otherwise use the Services or its content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
By use of the Services, you consent to receive electronic communications from Replay (via a posting on the Services), and you agree that any such communications satisfy any legal requirement to make such communications in writing. You also agree that Replay may communicate any notices to you under these Terms of Use through electronic mail, regular mail or posting the notices on the Services. All notices to Replay must be provided by either sending: (i) an email to legal@replay.bio or (ii) a letter, first class certified mail, to Replay Holdings LLC, 5555 Oberlin Drive, Suite 120, San Diego, CA 92121, Attention: General Counsel. Such notices will be deemed delivered upon receipt.
These Terms of Use and other agreements, rules, and policies incorporated by reference to this Terms including the Replay Privacy Policy, constitutes the entire agreement between you and Replay. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and Replay regarding the subject matter contained in these Terms of Use. Additional terms and conditions may exist between you and third parties. You represent and warrant that those third party agreements do not interfere with your obligations and duties to Replay under these Terms of Use. No modification of these Terms of Use will be effective unless authorized by Replay.
If you breach any term of these Terms or other agreement with Replay, Replay may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. Replay’s remedies are cumulative and not exclusive. Failure of Replay to exercise any remedy or enforce any portion of the Terms at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. If any provision of the Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sublicensable by you except with Replay’s prior written consent. We may transfer, assign or delegate the Terms and its rights and obligations without consent. Users of this Services are responsible for compliance with all applicable regulations and laws. No joint venture, partnership, employment or agency relationship exists between you and Replay as a result of these Terms of Service or use of the Services.
If you have any questions about these Terms of Use, please contact us at legal@replay.bio.