The AnimalHealthInnovation.com website and any derivative website (the “Website”) on which these Terms of Use are posted are owned and operated by the Center for Animal Health Innovation, Inc. (the “Center”).  The Center has adopted these Terms of Use (“Terms of Use” or “Agreement”) to make you aware of the terms and conditions of your use of the Website.  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.

The Center 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.  In addition, if you have previously registered with the Website, the Center will endeavor to notify you of such changes via the email address you provided to the Center.  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 Website following the posting of changes to these Terms of Use will constitute your acceptance of those changes.

By using OR OTHERWISE ACCESSING the Website, creating, registering or accessing an account, posting or downloading Content or any other information to or from the Website, purchasing Products OR services via the Website 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 Website, create, register or access an account, post or download Content or any other information to or from the Website or purchase any products OR services via the Website.

General Terms of Use and Restrictions on Use

If you do not comply with the Terms of Use at any time, the Center reserves the right to revoke or limit your access to the Website.  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 Website.  You may not obscure or remove any proprietary rights notices contained in or on the 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 Website or any part thereof.

The Center may discontinue or alter any aspect of the Website, remove Content from the Website or disable or alter functionality, at the Center’s sole discretion and without prior notice or liability.  You agree that the Center may, under certain circumstances, immediately suspend and/or terminate your access to the Website 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 Website; (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 the Center’s sole discretion and without liability to you or any third party.  For purposes of these Terms of Use, references to “post” or “posting” shall refer to any manner of posting, transmitting, uploading, providing, and making available or otherwise transferring material or information.

Accounts

To receive access to certain aspects of the Website, you may be asked to register an account.  In the event you agree to register an account, you will select and/or receive a username and password upon providing registration information and successfully completing the registration process.  This account is personal to you, and you will not share it or allow any other person to utilize your 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 the Center in the event (a) your registration information changes, or (b) you learn of or have reason to suspect any unauthorized use of your account or any other breach of security.  You also agree that you will provide truthful and accurate information during the registration and seed funding application process. 

Content

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

Materials Provided to the Center

The Center does not claim ownership of the materials you provide to the Center or post, upload, input or submit to the Website or its associated services, including without limitation the intellectual property, data or other information described in any seed funding application (collectively “Submissions”).  However, by posting, uploading, inputting, providing or submitting your Submission you are granting the Center permission to use your Submission in connection with the operation of the Center and the evaluation of the Submission, including without limitation the disclosure of the information therein to trusted affiliates, independent contractors, and business partners for the review and evaluation of the same.  Public access or disclosure to your Submission will not be granted except as set forth herein.

No compensation will be paid with respect to the use of your Submission, as provided herein.  The Center is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in its sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission and the rights described therein including, without limitation, all the rights necessary or you to provide, post, upload, input or submit the Submissions.

The Center’s Privacy Policy

The Center collects stores and uses data collected from you in accordance with the Center’s general Privacy Policy, located here.  The terms and conditions of the Privacy Policy are hereby expressly incorporated into these Terms of Use.

Prohibited Uses

You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of the Website or any part thereof or any User Content that you may post or make available via the Website, which includes, without limitation: (a) use of the Website 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; (b) use of the Website to post, store or disseminate Content, files, graphics, software or other material or information that actually or potentially infringes the rights of any person, including, without limitation, the copyright, trademark, patent, trade secret or other intellectual property rights, or privacy, moral or publicity rights, of any person; (c) use of the Website to interfere, disrupt or attempt to gain unauthorized access to other accounts on the Website, to restricted portion of the Website, to Content, or any other computer network or equipment; (d) use of the Website 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; (e) use of the Website to post, store or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation; (f) use of the Website to engage in any activity that, as determined by the Center, 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; (g) use of any manual or automated software, devices or other processes to “crawl” or “spider” any web pages contained in the Website (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Website); (h) use of the Website to gain competitive intelligence about the Center, the Website or any service offered via the Website or to otherwise compete with the Center or its affiliates; (i) framing or otherwise simulating the appearance or functions of the Website or any portion thereof; or (j) harvesting or otherwise collecting any information about other users, including, without limitation, email addresses or other contact information of other users.

Disclaimer

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

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:

TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE WEBSITE, ANY CONTENT, AND ANY SERVICES OFFERED VIA THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE CENTER 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, THE CENTER MAKES NO WARRANTY THAT THE WEBSITE, ANY CONTENT, PRODUCTS OR SERVICES PROVIDED VIA THE WEBSITE 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 ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS.

ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE 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 THE DOWNLOAD OF ANY SUCH MATERIAL.
FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION OBTAINED BY YOU THROUGH THE WEBSITE OR ANY SERVICE 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 THE CENTER 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 THE CENTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE WEBSITE, ANY CONTENT, OR SERVICES VIA THE WEBSITE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; OR (C) ANY OTHER MATTER RELATING TO THE WEBSITE, ANY CONTENT OR THE CENTER’S SERVICES.  IF YOU ARE DISSATISFIED WITH THE WEBSITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE WEBSITE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

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 the Center, 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 Website or any part thereof, (b) any information you provide via the Website, (c) a breach or alleged breach by you of any of your representations, warranties, covenants or obligations under this Agreement, (d) infringement or misappropriation of any intellectual property or other rights of the Center or third parties by you, (e) any negligence or willful misconduct by you, (f) any other claim related to your performance under this Agreement, or (g) your use of any Content or service provided by the Center via the Website.

Term and Termination

This Agreement is effective upon your unequivocal acceptance as set forth herein and shall continue in full force until terminated.  You agree that the Center, in its sole discretion, may terminate your use of the Website or any part thereof upon prior notice, and remove and discard any Content, in the event you violate these Terms of Use.  You agree that The Center may immediately suspend your account and your access to the Website or any part thereof in order to conduct an investigation in the event it believes you have violated these Terms of Use or if it determines that you are a repeat infringer of another’s intellectual property or other rights.  The Center may also, in its sole discretion and at any time, discontinue providing the Website, any part thereof, any Content or any products or services advertised thereon, with or without notice.  In addition to any other method of termination or suspension provided for in this Agreement, the Center reserves the right to terminate this Agreement at any time and for any reason upon ten (10) days notice to you.  Further, you agree that the Center shall not be liable to you or any third party for any termination or suspension of your access to the Website or any part thereof, removal of Content or sale of any services.  You may terminate this Agreement at any time by immediately discontinuing all access to the Website and by providing notice to the Center of such discontinuance.  Termination or cancellation of this Agreement shall not affect any right or relief to which the Center may be entitled at law or in equity.  Upon termination of this Agreement, you shall terminate all use of the Website and any Content provided thereby.  In the event of termination, you will not be entitled to any refund of any fees or other charges, if any, paid in connection with this Agreement.

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.

You acknowledge and agree that any expenses that you incur in furtherance of this Agreement are voluntary in nature and are made with the knowledge that this Agreement may be terminated as provided herein.  You shall not make a claim against the Center, and the Center shall not be liable with respect to the recoupment of any expenditures or investment made by you in anticipation of the continuation of this Agreement beyond the term hereof.
The parties agree that breach of the provisions of this Agreement would cause irreparable harm and significant injury to the Center which would be both difficult to ascertain and which would not be compensable by damages alone.  As such, the parties agree that the Center 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 the Center 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 Kansas, without regard to its conflicts or choice of laws principles.  ANY SUIT, ACTION OR PROCEEDING CONCERNING OR RELATING TO THE WEBSITE, ITS USE, THESE TERMS OF USE, ANY SALE OR ANY OTHER PRODUCT, SERVICE, POLICY OR PROCEDURE OF THE CENTER, MUST BE BROUGHT EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION IN KANSAS, AND YOU HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURT (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING, YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH YOU MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT OR IMPROPER FORUM.

Copyright and Copyright Notices

The Center respects the intellectual property of others, and we ask our users to do the same.  If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Center with the following information:

• an electronic or physical signature of the owner or person authorized to act on behalf of the owner of the copyright interest;
• a description of the copyrighted work that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Website sufficient to allow us to locate the allegedly infringing material;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please contact the Center at: info@animalhealthinnovation.com.  Copyright owners and agents acknowledge that failure to comply with all of the requirements of the foregoing may result in an invalidity of the DMCA notice.