Last Update: February 29, 2016

one.bio ("one.bio," "we," or "us") provides the deals.bio site available at http://www.deals.bio ("Site"). The Site offers certain services, including but not limited to  making available a database of  potential pharmaceutical, M&A and other business development opportunities, for searching, viewing, tracking and sharing, and other information and services related thereto (collectively, the "Services") to our users. "You" means the individual person entering these Terms of Use (the "Terms") on his or her own behalf, or if the Terms is being entered on behalf of an organization, such as an employer, "you" means the organization on whose behalf the Terms is entered, and in the latter case, the person entering the Terms represents and warrants that he or she has the authority to do so on your behalf.

Please read the Terms carefully. You understand and agree that the Terms set forth the legally binding terms and conditions for your use of the Site and Services, and the Site and Services are made available and provided to you under these Terms. By visiting, using or accessing the Site and/or the Services, you agree to comply with and be bound by the Terms. If You do not agree to all of the Terms, or if You are not eligible or authorized to enter into the Terms, then do not use or access the Site or the Services.  Using or accessing all or any part of the Site or the Services will constitute acceptance of the Terms and create a legally enforceable contract under which you agree to be bound by all of the Terms without modification.  If you wish to register as a deals.bio member to make use of the Services reserved for members, you must read these Terms and indicate your acceptance again during the registration process. Note, however, that the Terms apply to your access to and use of the Site and Services regardless of whether you register an account as a deals.bio member. We reserve the right to terminate your use or access to the Services at any time for any reason, including, without limitation, if we learn that you have provided false or misleading information or have violated the Terms.

1. DEALS.BIO ACCOUNT

Eligibility. You must be at least 13 years of age to visit the Site and use the Services.  If you do not so qualify, you are prohibited from accessing, using and registering for the Site and Services.  We will not collect personally identifiable information from any person that is actually known to us to be a child under the age of 13.  By registering as a deals.bio member, you represent that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services does not violate any applicable law or regulation. Your member profile may be deleted or suspended without warning if we have reason to believe that you do not meet eligibility requirements. 

Email address and Password. If you sign up to become a deals.bio member, you will also be asked to choose an email address and password for your deals.bio profile. You are solely responsible for maintaining the confidentiality of your password and all use of your deals.bio email address, password, and profile. You agree not to use the deals.bio profile, email address, or password of another deals.bio member at any time unless expressly authorized by such deals.bio member. You agree to notify us immediately if you suspect any unauthorized use of your deals.bio profile or access to your password.

2. YOUR RESPONSIBILITIES

Use.  You must not use the Site or Services to: (a) violate any local, state, national or international law or regulation; (b) violate any third-party right, including any intellectual property or privacy right; (c) stalk, harass, threaten, or harm another individual; (d) collect or store personal data about other users without their express consent; (e) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity (including a third party organization or one.bio); or (f) interfere with or disrupt the Services or servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, through the use of automated software or otherwise. You must not reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Content, Site, or Services, use of the Content, Site, or Services, or access to the Content, Site, or Services. You may not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services or access the Site or Services in order to build a similar or competitive service. You may not introduce software or automated agents to the Site or Services so as to produce multiple accounts, generate automated searches, requests, and/or queries, or to strip, scrape, or mine data from the Site or Services. Without our prior written consent, you may not (i) allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via e-mail (spam); (ii) use any high volume, automated, or electronic means (including without limitation robots, spiders, scripts or other automatic device) to access the Services or monitor or copy our web pages or the content contained thereon; or (iii) frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages. All information that you provide to us will be true, accurate and current.

Fees. You acknowledge that we reserve the right to charge for the Services and to change the fees from time to time in our discretion, upon notice to you at the then-current e-mail address stored in your deals.bio profile. Upon using the Services after we have provided such notice to you, you will be responsible for the payment of any applicable fees, and shall pay such fees to us.

Term. The Terms shall remain in full force and effect while you use the Site and/or Services, or are a deals.bio member. You may terminate your deals.bio membership at any time, for any reason, by sending an email to contact@one.bio. We may terminate or suspend your membership for any reason in our sole discretion, effective immediately upon sending notice to you at the primary e-mail address you have stored in your deals.bio profile.

Access to the Site and Services is made available for your personal, internal, non-commercial use. You may not frame the Site or Services, or make available, or facilitate distribution of the Site, Services, or Content (as defined below) through any means or medium unless otherwise expressly approved in writing by one.bio.

3. MODIFICATIONS TO TERMS

We reserve the right, at our sole discretion, to modify or replace any of the Terms (including any of the terms of the Privacy Policy), in whole or in part, at any time.  We will notify you of any change at least 30 days in advance of the effective date of any change via e-mail to the primary e-mail address you have stored in your deals.bio profile or by posting notice to the Site.  You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. These changes will be effective immediately for new users of our Site or Services. In any case, you should periodically check the Terms for changes.  Continued use or access of the Site or any Services following such notice of any change to the Terms constitutes your acceptance of those changes.  If you object to any such changes, your sole and exclusive remedy shall be to terminate your membership by sending an email to contact@one.bio.  The Terms may not otherwise be amended, except by a written agreement executed by you and us.

Certain areas of the Services may be subject to additional terms of use. By using such areas, or any part thereof, you agree to be bound by the additional terms of use applicable to such areas. In the event that any of the additional terms of use governing such areas conflict with the Terms, the Terms shall control. Any future release, update, or other addition to functionality of the Site or Services shall be subject to the Terms.

4. MODIFICATIONS TO SERVICES

We reserve the right to modify or discontinue the Site or Services with or without notice to you. We shall not be liable to you or any third party should we exercise our right to modify or discontinue the Site or Services. If you object to any such changes, your sole recourse shall be to cease using the Site and/or Services. Continued use of the Site and/or Services following notice of any such changes shall indicate your acknowledgement of such changes and satisfaction with the Site and/or Services as so modified.

5. PRIVACY

The collection, use, and disclosure of your personal information is described in our Privacy Policy available at https://www.deals.bio/privacy

6. THIRD PARTY CONTENT AND MONITORING

We are a distributor and publisher of our own proprietary content as well as content supplied by users of the Services and by other third parties (collectively, "Content"). We have no editorial control over Content of third parties, including users of the Services. Any opportunities, offers or other information expressed or made available by third parties as part of the Content, including information provided by other users of the Services, are those of the respective author(s) or distributor(s) of that information and not of us. We neither endorse nor are responsible for the accuracy or reliability of any Content, or opinion, advice, information, or statement made on the Services by anyone. We have the right, but not the obligation, to monitor and review the Content on the Services and your account to determine compliance with these Terms and any other operating rules established by us, to satisfy any law, regulation or authorized government request, or for other purposes. You understand and acknowledge that we do not monitor Content for accuracy or reliability.

7. YOUR CONTENT; LICENSE; REPRESENTATION AND WARRANTY

You are solely responsible for any information, comments, feedback, data, logos, materials, or other content of any type or description that you provide or make available to us through or to the Site or Services, including any data entry forms found through the Site ("Your Content"), and we act as a passive conduit for the distribution and publication of Your Content. However, we reserve the right to remove Your Content if we believe Your Content violates the Terms or may otherwise create liability for us. You represent and warrant that Your Content (a) does not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) does not violate any law, statute, ordinance or regulation; (c) is not defamatory or trade libelous; (d) is not pornographic or obscene; (e) does not violate any laws regarding unfair competition, anti-discrimination or false advertising; and (f) does not contain viruses, trojan horses, worms, time bombs, cancelbots, spyware, or other similar harmful or deleterious programming routines. You hereby grant to us a worldwide, perpetual, irrevocable, fully paid up, royalty-free, transferable license, sublicensable through multiple tiers of sublicensees, to use, reproduce, modify, distribute, display, perform, and create derivative works from Your Content in any media or through any means now known or not currently known for the purposes of providing and maintaining the Services. You acknowledge that some of Your Content will be publicly available for other users of the Site or Services to view. You acknowledge and agree that you are solely responsible for Your Content.

8. INTELLECTUAL PROPERTY

You acknowledge that one.bio and its licensors own all right, title and interest in and to the Services, including without limitation, the Site and Content (excluding Your Content), and all underlying software and technology, including without limitation all Intellectual Property Rights (as defined below). The provision of the Site, and Services does not transfer to you or any third party any rights, title, or interest in or to such Intellectual Property Rights. one.bio and its licensors reserve all rights not granted in the Terms. If you provide one.bio with any feedback or suggestions regarding the Site or Services ("Feedback"), you hereby grant one.bio an unlimited, worldwide, perpetual, irrevocable, fully paid up, royalty-free, transferable license, sublicensable through multiple tiers of sublicensees,  to use, reproduce, modify, distribute, display, perform, creative derivative works of, or otherwise exploit such Feedback in any manner. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. 

9. RESPONSIBILITY FOR DEALINGS WITH THIRD PARTIES

If you are using the Services to find business development opportunities, your correspondence, other interactions and/or ensuing relationship with any third parties found on or through the Services ("Other Organizations"), including, without limitation, posting or requesting additional information regarding business development opportunities, and any other terms or conditions associated with such dealings, are solely between you and the Other Organizations you choose to deal with. YOU AGREE THAT ONE.BIO AND NONE OF ITS AFFILATES WILL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, COST, DAMAGE, OR OTHER LIABILITY OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS, OR AS THE RESULT OF THE PRESENCE OF SUCH PARTIES ON THE SERVICES, AND YOU HEREBY IRREVOCABLY WAIVE ANY CLAIMS AGAINST ONE.BIO ARISING FROM OR RELATED TO YOUR RELATIONSHIP WITH ANY OTHER ORGANIZATIONS.

Release. You hereby release us, our affiliates, and our and their officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, that is either directly or indirectly related to or arises from (a) any interactions with other deals.bio users (including any Other Organizations), or (b) your participation in any activities arising from or related to your use of the Services.

The foregoing release is made hereto notwithstanding the provisions of California Civil Code Section 1542 (or any other statute, whether in California, Delaware, New York or elsewhere, or common law principle with a similar effect as to the subject matter of the Terms) which provides:  “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”  You expressly waive any and all rights you may have under the provisions of California Civil Code Section 1542 or any similar statute in any other jurisdiction.

10. LINKS

The Services may permit you to access the Site and/or Services from and to link from the Site and/or Services to other websites on the Internet.  These other websites are not under our control, and you acknowledge and agree that we are not responsible for the accuracy, legality, appropriateness or any other aspect of the content or function of such websites.  The inclusion of any such link does not imply endorsement of the website by us or any association with its operators.  Additional or different terms and conditions may apply when you are accessing and using such other websites.  We encourage you to review the terms of use and privacy policies for any such third party links you visit on the Site or Services. WE WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, OR FOR YOUR USE OF SUCH INFORMATION.

11. TERMINATION

You agree that we, in our sole discretion, may terminate your deals.bio membership or other use of the Site or Services without prior notice, and remove and discard Your Content from the Site, for any reason and without prior notice, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms. FURTHER, YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES. You may discontinue your participation in and access to the Services at any time by emailing contact@one.bio.

12. DISCLAIMER OF WARRANTIES

THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE".  THE SITE AND SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.  WE AND OUR AFFILIATES, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED.  YOUR USE OF THE SITE AND SERVICES ARE SOLELY AT YOUR OWN RISK.

13. LIMITATION OF LIABILITY; RELEASE

You agree that we shall not be responsible or liable for any unauthorized access to, alteration or use of your account, transmissions or data, or any material or data sent or received or not sent or received through the Services.  You agree that we are not responsible or liable for any threatening, defamatory, obscene, offensive, illegal or other content or conduct of any third party or any infringement of another's rights, including intellectual property rights.

IN NO EVENT SHALL WE (OR OUR AFFILIATES, LICENSORS AND SUPPLIERS) BE LIABLE CONCERNING ANY SUBJECT MATTER related to the SITE OR serviceS, regardless of the form of any claim or action (whether in CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERwise), for any (A) MATTER BEYOND OUR REASONABLE CONTROL, (B) LOSS OR INACCURACY of data, loss or interruption OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS or SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) damages, IN THE AGGREGATE, in excess of Amounts PAID TO US BY YOU (AND RETAINED BY US HEREUNDER DURING THE PREVIOUS 12-MONTH PERIOD) OR US$50.00, WHICHEVER IS GREATER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

14. EXCLUSIONS AND LIMITATIONS

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 and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law.

15. INDEMNIFICATION

You agree to indemnify, defend and hold harmless one.bio, its affiliates, and its and their officers, directors, employees, independent contractors and other partners(collectively, "one.bio Indemnitees"), from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that one.bio Indemnitees may incur as a result of or arising from (a) Your Content and any information you (or anyone accessing the Services using your password) submit, post or transmit through the Services, (b) your (or access to the Services as you) violation of the Terms or applicable law or regulation, (c) your (or anyone using your account's) violation of any rights of any other person or entity (including, but not limited to, third party privacy rights), (d) any information or content we collect from third parties through the Site or Services at your request, or (e) any viruses, trojan horses, worms, time bombs, cancelbots, spyware or other similar harmful or deleterious programming routines input by you into the Services.

16. TRADEMARKS AND COPYRIGHT NOTICES

Certain of the names, logos, and other materials displayed in the Services constitute trademarks, tradenames, service marks or logos ("Marks") of us or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.

The Terms and all content provided by us are copyright © 2016 one.bio and/or its licensors or suppliers.

17. MISCELLANEOUS

The Terms constitute the entire and exclusive and final statement of the agreement between you and us with respect to the subject matter hereof, and govern your use of the Services, superseding any prior agreements or negotiations between you and us with respect to the subject matter hereof. The Terms and the relationship between you and one.bio shall be governed by the laws of the State of New York, without giving effect to any choice of laws or principles that would require the application of the laws of a different country or state. Any legal action, suit or proceeding arising out of or relating to the Terms, or your use of, the Services must be instituted exclusively in the federal or state courts located in New York and in no other jurisdiction. You further consent to personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court. Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of the Terms remain in full force and effect. The section titles in the Terms are for convenience only and have no legal or contractual effect. This Agreement cannot be transferred or assigned by you without one.bio's prior written consent.

18. SURVIVAL

The terms of Sections 2 and 5 through 18 as well as remedies for any breach of the Terms shall survive the expiration or earlier termination of the Terms for any reason.