In consideration of the mutual promises of these Terms of Use and of the Agreement (both defined below), these Terms of Use are entered into by and between You and Celularity Inc. (including all of its subsidiaries and affiliates, collectively “Celularity”, “we” or “us”). The following terms and conditions, (“Terms of Use”), govern Your access to and use of the billing platform software accessible at “Software”) that is referenced in the Amendment to Independent Sales and Marketing Agreement between You and Celularity (the “Agreement”) which incorporates these Terms of Use. These Terms of Use supplement, but do not replace, the provisions of the Agreement, which remain in full force and effect. In the event of a conflict, the Agreement shall control.
By using the Software, You accept and agree to be bound and abide by these Terms of Use.
License
Subject to the terms and conditions of the Agreement and these Terms of Use, Celularity grants to You a non-exclusive, non-transferable license to use the Software only during the term of the Agreement.
Restrictions
You shall not permit any persons or entities other than your subcontractors approved by Celularity and your employees, if any, to access, view or use the Software. You acknowledge and agree that You shall have no right to use the Software for the benefit of any third party nor to use the Software in a manner inconsistent with the provisions of these Terms of Use. You may use the Software only to perform your obligations under the Agreement, and it shall not be used directly or indirectly for the benefit of any third party. Except for a reasonable number of backup and archival copies or to use the Software as permitted by Celularity, You shall have no right to copy the Software (or any part thereof). You shall reproduce all confidentiality and proprietary notices on all copies of the Software and shall keep all copies of the Software in a secure location. You may not distribute, sell, sublicense, or otherwise transfer the Software without Celularity’s prior written consent. You shall not translate, modify, adapt, decompile, disassemble, create derivative works of, publicly display, publicly perform, republish or reverse engineer the Software.
Your Obligations
You are responsible for:
Making all arrangements, including hardware and other software, necessary for You to use the Software.
Ensuring that all of Your employees and subcontractors, if any, and any other persons who access the Software with Your express permission to assist You to perform your obligations under the Agreement, are aware of these Terms of Use and comply with them, and further ensuring that no other persons, except the foregoing, have access to the Software.
Ensuring that all the information You provide in using the Software is correct, current and complete, including but not limited to billing information.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Software following the posting of revised Terms of Use means that You accept and agree to the changes.
Accessing the Software and Account Security
We will not be liable if for any reason all or any part of the Software is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Software, or the entire Software, to users, including registered users.
Intellectual Property Rights and Security
The Software and its entire contents, features and functionality (including but not limited to all information, software, text, and the design, selection and arrangement thereof), are owned by Celularity and are protected by United States and international copyright, trademark, patent, trade secret or other intellectual property or proprietary rights laws. Except for your limited right to use the Software as set forth herein, all trademarks, service marks, patents, copyrights, trade secrets, and other intellectual property and proprietary rights in and to the Software are and shall remain the exclusive property of Celularity. You shall not take any actions that jeopardize Celularity’s proprietary rights, including by deleting or altering any copyright, trademark or other proprietary rights notices from copies of the Software. Any breach of these security requirements shall be deemed a breach of the Agreement and its remedies shall apply. You agree to notify Celularity promptly if You become aware of any actions that may jeopardize Celularity’s rights in the Software or otherwise create a risk to the Software or to Celularity’s servers, computers, databases or other technology infrastructure, including actions such as hacking by third parties or misuse of the Software by any person. You further agree to reasonably cooperate with Celularity to stop the actions and install necessary fixes.
Trademarks
The terms “Celularity,” “Biovance,” “Interfyl” and “Centaflex,” the Celularity logo and all related names, logos, product and service names, designs and slogans are trademarks of Celularity. You man not use such marks without the prior written permission of Celularity.
Prohibited Uses
You may use the Software only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Software in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
Privacy Policy Regarding Your Use of the Software
When You use the Software to record and submit information for compensation purposes, we necessarily collect information by which you are personally identified, such as name, postal address, e-mail address, telephone number, social security number, your reported sales and time spent providing services or any other identifiers (“personal identifiable information”). We collect this information in order to determine your compensation for services in given billing periods and to review your performance over time with respect to specific products or Customers. Celularity shall deem such personal identifiable information to be Confidential Information as set forth the Agreement. Celularity may also use sales information that You report on the Software to create aggregated data metrics to that may assist us to improve marketing practices and product offerings. Such metrics will not identify your personal identifiable information or individual sales data but will include aggregated data only.
Confidentiality
The Confidentiality provisions of the Agreement shall be applicable to all information exchanged between parties related to use of the Software.
Disclaimer of Warranties
CELULARITY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE SOFTWARE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, CELULARITY DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS IN THE PRODUCT OR THE PROVISION OF THE SERVICES WILL BE CORRECTED IN A GIVEN FRAME.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SOFTWARE. THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
IN NO EVENT WILL CELULARITY, ITS AFFILIATES OR THEIR SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SOFTWARE, ANY SOFTWARES LINKED TO IT, INCLUDING DAMAGES FOR ANY DIRECT, INDIRECT, SPECIAL,INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
You agree to defend, indemnify and hold harmless Celularity, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to Your violation of these Terms of Use or Your use of the Software other than as expressly authorized in these Terms of Use.
Waiver and Severability
No waiver of by Celularity of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Celularity to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Your Comments and Concerns
All other feedback, comments, requests for technical support and other communications relating to the Software should be directed to:
1-844-963-2273
Celularity Inc.
170 Park Ave
Florham Park, NJ 07039