Welcome to the website (the “Website”) of Emisphere, (“Emisphere”, “we”, “us” or “our”). We provide the services available on the Website subject to the following terms and conditions (the “Terms and Conditions”). The Website and its contents are designed to comply with United States laws and regulations.
BY ACCESSING OR USING THE WEBSITE, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTOOD, AND AGREED, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, PLEASE EXIT AND DISREGARD THE INFORMATION CONTAINED ON THIS WEBSITE.
TO USE THIS WEBSITE, YOU MUST BE A RESIDENT OF OR LOCATED IN A JURISDICTION WHERE THE DISTRIBUTION, PUBLICATION OR PROVISION OF THE INFORMATION AND CONTENT OF THIS WEB SITE MAY BE LAWFULLY DISTRIBUTED, PUBLISHED AND PROVIDED, AND YOU MUST BE AT LEAST 13 YEARS OLD.
2. Accuracy of Information
The information on our Website is provided for information purposes only and does not represent investment recommendations, advice or guidance. We attempt to be as accurate as possible when providing information about us on the Website; however, to the degree permitted by applicable law, we do not warrant that the content available on the Website is accurate, complete, reliable, current or error-free. We reserve the right to amend, modify, correct or delete any information to or from the Website at any time without notice. We do not assume any obligation to update or correct such information.
a. SEC Filings and News Releases
The reports filed by us with the Securities and Exchange Commission and the news releases issued and posted by us on the Website are pertinent only as of the particular dates on which they are filed or issued. The contents of these reports and releases can become out-of-date; therefore, we make no commitment, and disclaim any duty, to update any of these reports and/or releases. All statements are provided for informational purposes only. Emisphere does not warrant the accuracy or comprehensiveness of the materials, or the trustworthiness of any advice, opinion, statement or other information displayed or distributed through the Website. Emisphere does not assume any liability for any inaccuracies, errors or omissions from any data or information provided on the Website. Any reliance placed on any such opinion, advice, statement, memorandum, report or information shall be at your own risk. Emisphere does not and will not assume any liability for any actions taken by any individual in reliance on any such opinion, advice, statement, memorandum, report or information.
b. Marketing Content
The marketing contents of our Website do not represent an offer of securities. Nothing herein is intended as an offer or solicitation in any jurisdiction or to any potential investor where such offer or sale is not qualified or exempt from regulation.
c. An “Informed” Investor
There are no guarantees about our stock or other securities; therefore, before you invest in any security, you should seek to educate and protect yourself by becoming an informed investor. If you are interested in Emisphere, we advise you to read our latest annual report and our Forms 10-K, 10-Q and 8-K, which are filed with the SEC. Our recent proxy statements used at shareholder meetings also contain significant information. You may learn more about Emisphere and the biopharmaceutical and drug delivery industry through a variety of public materials. Certain materials, including our filings with the SEC, are available through this web site or the SEC's web site at http://www.sec.gov.
d. Forward-Looking Statements
From time to time, Emisphere, its representatives and consultants may make written or oral “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, without limitation, statements regarding the timing or potential outcomes of research studies or clinical trials and any market that might develop for any of our product candidates. These and similar statements reflect our expectations and estimates, and therefore, are subject to a number of assumptions, uncertainties and risks, including, but not limited to, the timing of the development and commercialization of our products, potential products that may be developed using our technology, the potential market size, advantages or therapeutic uses of our products, the likelihood that future research will prove successful, the likelihood that any of our products will receive regulatory approval in the United States or abroad, the ability of us and/or our partners to develop, manufacture and commercialize products using our drug delivery technology, our ability to fund such efforts with or without partners, the absence of profitable operations and need for additional capital, our dependence on patents and proprietary rights, and other risks and uncertainties detailed in our filings with the Securities and Exchange Commission, including those factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K. Copies of our public disclosure filings, including our most recent annual report on Form 10-K, quarterly report on Form 10-Q and current reports on form 8-K, are available on this Website or through the SEC's web site at http://www.sec.gov.
3. Intellectual Property
All content provided on the Website, including, but not limited to, information, text, graphics, marks, logos, button icons, images, audio clips, data compilations, and software, and the compilation thereof (the "Content") is the property of Emisphere, our affiliates, our partners or our licensors, and is protected by United States and international copyright and other intellectual property laws.
The trademarks, logos, and service marks displayed on the Website (collectively, the “Trademarks”) are the registered and unregistered marks of Emisphere, our affiliates, our partners or our licensors, in the United States and other countries, unless otherwise indicated. All Trademarks not owned by us that appear on the Website are the property of their respective owners, who may or may not be affiliated with or connected to us.
Nothing contained herein shall be construed as conferring, by implication or otherwise any license or right under any patent, trademark, or copyright of Emisphere. Except as set forth in the limited license in Section 5 below, neither the Content, the Trademarks, nor any other portion of the Website may be used, reproduced, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in full or in part, for any purpose without our prior written consent.
4. Medical Information/ Conditions
While there may be information on this Website relating to certain medical conditions and their treatment, should a medical condition exist, promptly seek out your own physician or health care provider. We do not offer personalized medical diagnosis or patient-specific treatment advice. Only your doctor or other health care professional can determine if a product described in this, or any, website is appropriate for you. Please consult with your doctor, or other qualified health care professional before using any product discussed within this, or any other, website.
5. Limited License
We grant you a limited, revocable, and non-exclusive right and license to access and make personal, non-commercial use of the Website. If no specific restrictions are displayed, you may make one (1) copy of select portions of the Content, provided that the copies are made only for your personal information and non-commercial use, and that you do not alter or modify the Content in any way, and maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. You may not frame or utilize framing techniques to enclose the Website or any portion thereof without our prior written consent.
You are also granted a limited, revocable, and nonexclusive right and license to create a hyperlink to the home page of the Website for personal, non-commercial use only. A website that links to our Website (i) may link to, but not replicate, our Content; (ii) may not imply that we are endorsing such site or its services or products; (iii) may not misrepresent its relationship with us; (iv) may not contain content that could be construed as distasteful, obscene, offensive or controversial, and may contain only content appropriate for all ages; (v) may not portray us or our products or services in a false, misleading, derogatory, or otherwise offensive or objectionable manner, or associate us with undesirable products, services, or opinions; (vi) may not use any Trademark without our prior express written permission; (vii) may not link to any page of the Website other than the home page. We may, in our sole discretion, request that you remove any link to the Website, and upon receipt of such request, you shall immediately remove such link.
The limited license set forth in this Section does not include the right to: (i) amend or alter the Website, its Content or Trademarks; (ii) make any public or commercial use of the Website or its Content; (iii) make any use of the Trademarks; (iv) create any derivative work based upon either the Website or its Content; (v) remove copyright notices or other proprietary rights notices contained in the Website or its Content; (vi) use any meta tags or any other “hidden text” utilizing our name or the Trademarks without our express written consent; or (vii) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may encumber our infrastructure.
Any unauthorized use by you of the Website terminates the limited license set forth in this Section 5 without prejudice to any other remedy provided by applicable law.
6. Third Party Links
We are not responsible for the content of any websites linked to or from the Website; therefore any linking to or from any other website is at your own risk. Links appearing on our Website to other websites are for convenience only and do not constitute an endorsement, sponsorship or recommendation by us, our affiliates or our partners of the referenced content, product, service, or supplier. We are not responsible for examining, evaluating, or guaranteeing the offerings of websites linked to or from the Website, nor do we assume or accept any responsibility or liability for the actions, content, products, or services of such websites, including their privacy statements and terms and conditions. You should carefully review the terms and conditions and privacy policies of other websites that you visit.
Suggestions, ideas, comments, inquiries or other information you provide to us, including resumes and other employment-related information (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. By transmitting or posting any Submission, you hereby grant us a nonexclusive, royalty-free, perpetual, transferable, irrevocable, and fully sublicensable right to use, disclose, reproduce, amend, modify, adapt, publish, sell, assign, translate, create derivative works from, distribute, and display any Submission in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, without limitation. You grant us the right to use your Submission, and any ideas, techniques, concepts or know how contained therein, for any purpose including, but not limited to, the development, manufacture, distribution and marketing of products.
You represent and warrant that you own or otherwise control all rights in and to any Submission you provide. You further represent and warrant that such Submission does not constitute or contain software viruses, commercial solicitation, chain letters or mass mailings. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead us as to the origin of any Submission. You agree to indemnify us for all claims arising from or related to your Submission. You are liable for the accuracy of the information provided to us.
8. Disclaimer of Warranties; Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
b. WE DO NOT WARRANT OR REPRESENT THAT (i) THE WEBSITE WILL MEET YOUR REQUIREMENTS, (ii) USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE WEBSITE, OR THAT SUCH ITEMS WILL MEET YOUR EXPECTATIONS, (v) THE SERVERS THAT MAKE THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (vi) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DOWNLOADED OR OBTAINED AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OR OBTAINING OF ANY SUCH MATERIAL. YOU (AND NOT US OR ANY OF OUR AFFILIATED COMPANIES OR ANY OF OUR OR THEIR RESPECTIVE LICENSORS OR SUPPLIERS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
e. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE WEBSITE OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OF DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
f. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE, OR WITH ANY OF THESE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS WEBSITE.
You agree to defend, indemnify and hold us and our affiliates harmless for any loss, damages, liabilities, expenses or costs, including reasonable attorneys’ fees, (collectively “Losses”) resulting from any third party claim, action, or demand resulting from your use of the Website or its Content. You also agree to indemnify us for any Losses resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure. If your violation of the Terms and Conditions causes harm to others, you agree to defend, indemnify and hold our affiliates and us harmless for any Losses.
With respect to any dispute regarding the Website, your rights and obligations and all actions contemplated by these Terms and Conditions shall be governed by the laws of the United States and the State of New York, as if the Terms and Conditions were a contract entered into and performed within the State of New York. Any dispute relating in any way to your visit or use of the Website shall be submitted exclusively to confidential arbitration in New York, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in the state and/or federal courts in New York, and you consent to exclusive jurisdiction, service of process and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
You acknowledge and agree that these Terms and Conditions constitute the complete and exclusive agreement between us concerning your use of the Website, and supersede and govern all prior understandings, agreements, or other communications.
We reserve the right, in our sole discretion, to change the Terms and Conditions at any time by posting the changes on the Website. Any changes are effective immediately upon posting to the Website. Your continued use of the Website represents your agreement to abide by all such terms and conditions. We may, with or without prior notice, terminate any of the rights granted by these Terms and Conditions. We may terminate your access, or suspend any user's access to all or part of the Website, with or without notice, for any conduct that we, in our sole discretion, believe is in violation of any applicable law or these Terms and Conditions, or is harmful to the interests of another user, a third-party provider, a service provider, or to us. You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the Website. Further, you agree that we shall not be liable to you or any third-party for any termination of your access to the Website.
Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, or other form of joint enterprise between us. Our failure to enforce any right or provision herein shall not constitute a waiver of that right or provision. No failure or delay by us in exercising any right, power or privilege hereunder shall operate as a waiver hereof, nor shall any single or partial exercise thereof preclude any other or further exercise. The invalidity or unenforceability of any provision of these Terms and Conditions shall not affect the validity or enforceability of any other provisions of these Terms and Conditions, which shall remain in full force and effect. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.
If you have any questions regarding these Terms and Conditions, please contact email@example.com
All content of this Website is: Copyright © 2002 Emisphere, Inc., or third party content providers and is protected by international copyright law. All rights reserved.