Terms and Conditions
CENTURY THERAPEUTICS, INC.
(Effective: December 9, 2021)
1. Acceptance of the Terms and Conditions.
1.1 Use of this Website. All use of this Website is subject to the terms and conditions contained in this Agreement. Please read this Agreement carefully. By accessing, browsing or otherwise using the Website, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, then please do not access, browse or use the Website.
1.4 Personal Information and Privacy. CNTY is committed to the privacy of its Website users. Use of any personal information submitted to this Website is subject to CNTY’s Privacy Notice, which is made a part of this Agreement and is available for review at https://www.centuryx.com/privacy-policy/.
1.3 Void Where Prohibited. Although the information on this Website is accessible to users outside of the U.S.A., the information on the Website pertaining to CNTY products is intended for use only by residents of the U.S.A. Other countries may have laws, regulatory requirements and medical practices that differ from those in the U.S.A. This Website, its Content (as defined in Section 2.3), and its links may, however, contain information about products that may or may not be available in any particular country, territory or region of the world (including the U.S.A.), may be available under different trademarks in different countries and, where applicable, may be approved or cleared by a government regulatory body for sale or use with different indications and restrictions in different countries. You should not construe anything on the Website as a promotion or solicitation for any product or service or for the use of any product or service that is not authorized by the laws and regulations of the country where you are located, including the U.S.A.
2. Use of the Website.
2.1 Intended Audience. This Website is intended for U.S.A. residents over the age of 18 only. This Website is not intended for use by children.
2.2 THIS WEBSITE DOES NOT PROVIDE MEDICAL OR PROFESSIONAL SERVICES ADVICE. The content on this Website is intended to be a general information resource in regard to the subject matter covered but is provided solely on an “as is” and “as available” basis as noted in this Agreement. You are encouraged to confirm the information contained herein with other sources, and to review the information carefully with your professional healthcare provider. CNTY is not engaged in rendering medical or similar professional services or advice via this Website, and the information provided is not intended to replace medical advice offered by a physician. If you desire or need such services or advice, you should consult a professional healthcare provider.
2.3 Content. This Website contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). As between you and CNTY, CNTY is the owner of all right, title and interest in and to all Content. The Content is protected by U.S.A. and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Website shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
2.4 Trademarks. The trademarks, service marks, and logos of CNTY (the “CNTY Trademarks”) used and displayed on this Website are registered and unregistered trademarks or service marks of CNTY. Other company, product, and service names located on the Website may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with CNTY Trademarks, the “Trademarks”). Nothing on this Website or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Website without the prior written consent of CNTY specific for each such use. Without limiting the generality of the foregoing, the Trademarks may not be used to disparage CNTY or the applicable third-party, CNTY’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any Website is prohibited without CNTY’s prior written consent. All goodwill generated from the use of any Company Trademark shall inure to CNTY’s benefit.
2.5 Prohibited Actions. You agree not to: (a) take any action that imposes an unreasonable load on the Website’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up this Website, (d) delete or alter any material posted on this Website by CNTY or any other person or entity, (e) frame or link to any of the materials or information available on this Website, (f) use any robot, spider, scraper, crawler or other automated means to access the Website for any purpose or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Website, and/or (g) attempt to gain unauthorized access to the Website, or any accounts, computer systems or networks connected to the Website, through hacking, password mining or any other means.
2.6 External Sites. The Website contains links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all Websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
2.7 Protection of this Website. Certain elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors. None of the Content for this Website may be retransmitted without the express written consent from CNTY for each and every instance.
CNTY may partner with third-party service providers to serve ads regarding goods or services that may be of interest to you when you access this Website and use our Services and third party-sites. Some of the ads on our Services or on third party sites may be personalized, meaning that they are intended to be relevant to you based on what we, or the online advertising network serving the ad, know about you or your computer’s browsing activity on both the Service and third-party sites.
3.1 The cookies we use. CNTY uses the following cookies on this Website for the following purposes and such cookies will expire as follows:
|Name of Cookie||Purpose||Expiration of Cookie|
|collect||This Google Analytics cookie permits us to collect website analytics. The information generated about Website usage (including your shortened IP address) is transmitted to these web analytics services. This information is used to evaluate visitors’ use of the domain, compile statistical reports on website activity, and provide other services related to the site and internet use activity.||Session|
|_gat||Used by Google Analytics to throttle request rate||One (1) day|
|_ga||Registers a unique ID that is used to generate statistical data on how the visitor uses the Website||Two (2) years|
|_gid||Registers a unique ID that is used to generate statistical data on how the visitor uses the Website.||One (1) day|
|p.gif||Keeps track of special fonts used on the Website for internal analysis. The cookie does not register any visitor data.||Session|
3.2 Cookies and consent
Where required by law, we will ask for your consent before placing cookies. You can give your consent by complying with the cookie consent mechanism.
3.3. How do I prevent the Website from setting cookies? To learn about opting out of Google Analytics, please click here. You may block cookies by adjusting the settings in your internet browser. Please note that if you use your browser settings to block the cookies which are essential for the operation of the Website, you may not be able to access all or parts of it. Further information on adjusting cookie settings may be found on the website of the developer of your browser. The settings to restrict the cookies placed via our Website can be found by:
- Internet Explorer: http://windows.microsoft.com/en-US/internet-explorer/delete-manage-cookies#ie=ie-11-win-7
- Microsoft Edge: https://privacy.microsoft.com/en-us/windows-10-microsoft-edge-and-privacy
- Safari: https://support.apple.com/en-us/HT201265
- Chrome: https://support.google.com/chrome/answer/95647?hl=en&hlrm=en
- Firefox: https://support.mozilla.org/en-US/kb/delete-cookies-remove-info-websites-stored
- For Android: https://support.google.com/chrome/answer/2392709?hl=en
- For Firefox in Android: https://support.mozilla.org/en-US/kb/delete-cookies-remove-info-websites-stored
- For more information on deleting cookies from other browsers please visit https://www.aboutcookies.org/how-to-delete- cookies/#gchromex
4. Limitation of Liability and Disclaimer of Warranties.
4.1 CNTY AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, THE “CNTY PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THIS WEBSITE OR ANY CONTENT, INCLUDING BUT NOT LIMITED WITH RESPECT TO ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE CNTY PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEBSITE AND THE CONTENT AT YOUR OWN RISK. CNTY PARTIES DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO CNTY PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS. THE WEBSITE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. CNTY PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
4.2 IN NO EVENT SHALL ANY CNTY PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH CNTY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.3 SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF CNTY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
5. Indemnification. You agree to defend, indemnify, and hold harmless the CNTY Parties from and against any losses, liabilities, damages, expenses, claims, actions and demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content or Website. CNTY reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, at your expense. In such case, you agree to cooperate with any reasonable requests assisting CNTY’s defense of such matter.
6. Termination of the Agreement.
6.1 CNTY reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website or the Content at any time and for any or no reason without prior notice or liability. CNTY reserves the right to change, suspend, or discontinue all or any part of the Website or the Content at any time without prior notice or liability.
6.2 Section 2 (Use of the Website), Section 3 (Limitation of Liability and Disclaimer of Warranties), Section 5 (Indemnification), Section 6 (Termination of Agreement), and Section 8 (Miscellaneous) shall survive the termination of this Agreement.
7. User Must Comply with Applicable Laws.
6.1 This Website is based in Cambridge, Massachusetts, U.S.A. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
6.2 The U.S.A. controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
8.1 Choice of Law; Severability; Waiver. This Agreement is governed by the internal substantive laws of the Commonwealth of Massachusetts, U.S.A. without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of Boston in the Commonwealth of Massachusetts with respect to any case or controversy arising in connection with this Agreement. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of CNTY to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against CNTY unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
8.2 Entire Agreement. Except as expressly agreed by CNTY and you in writing, this Agreement constitutes the entire Agreement between you and CNTY with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.
8.3 Headings; Assignment. The section headings are provided merely for convenience and shall not be given any legal import. You may not assign or delegate this Agreement. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
8.4 No Confidentiality. Any information submitted or provided by you to the Website might, subject to the Privacy Notice, be publicly accessible. Important and private information should be protected by you. CNTY is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.
8.5 Forward-Looking Statements. This Website and its Contents may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and federal securities laws of the U.S.A. Any statements contained in this Website that do not describe historical facts are forward-looking statements that involve estimates, assumptions, risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “target,” “potential,” “contemplate,” “anticipate,” “goals,” “will,” “would,” “could,” “should,” “continue,” and similar expressions, or the negative of any of these terms, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such risks and uncertainties include, but are not limited to, those identified in the section captioned “Risk Factors” in CNTY’s U.S. Securities and Exchange Commission filings which can be accessed on the Financial Information section of our “For Investors & Media” section of this Website or directly from the SEC at www.sec.gov. CNTY cautions visitors to this Website not to place undue reliance on any forward-looking statements which speak only as of the date they are made. CNTY disclaims any obligation to update or revise any such statements, except as required by law, to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
8.6 QUESTIONS. If you have any questions about these Agreement, please contact the relevant individual listed in the “Contact Us” section of this Website.