Effective Date: June 30, 2021
Please review these Terms carefully. By using our Site (as defined above), you acknowledge that you accept the Terms set forth herein. If you do not accept such Terms, you may not access the Site. If you use the Investigator Sponsored Research website (the “Portal”) (currently at https://www.baudaxbio.com/rd/investigator-sponsored-research ), please review all of these Terms, but in particular the section below titled “Use of Portal.” These Terms constitute a legally binding agreement between us and you.
The Effective Date of these Terms is set forth at the top of this webpage. We may change these Terms from time to time in our discretion. We encourage you to return to these Terms frequently so that you are aware of our current Terms. Your continued use of the Site after the Effective Date constitutes your acceptance of the amended Terms. The amended Terms supersede all previous versions.
The Site, and the information, files, documents, text, photographs, images, audio, and video which it contains and any material made available on or for download on the Site (collectively, the “Content”), are the property of us or our licensors, as applicable. The Site and Content are protected, to the extent applicable, by United States and international copyright and trademark laws. The Content may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized or approved in writing by us. All rights not expressly granted herein are reserved to us and our licensors.
Baudax Bio grants you a limited license to access and make personal use of the Site and the Content subject to these Terms. The Site and any part of it may not be reproduced, copied, framed or otherwise exploited for any commercial purpose without the express prior written consent of Baudax Bio.
Independent Arbitration Agreement
In consideration of and as a condition of your use of the Site you and Baudax Bio (collectively, “the parties”) agree as follows:
Applicability; Exclusions; Court and Jury Trial Waiver
The parties agree that any and all covered disputes (as defined below) that either party has the legal right to sue for in court, whether now or in the future, shall be subject to final and binding arbitration under the arbitration provisions set forth below. This means that the parties have selected arbitration as the sole and exclusive forum for the parties to sue or be sued in for all covered disputes, regardless of when the dispute first arose or arises and irrespective of the time period(s) involved in the covered dispute. The term “covered disputes” means all disputes and claims between the parties, including any disputes or claims: arising out of or relating to these Terms or relating to the relationship between the parties (unless otherwise agreed in a written agreement between the parties); or arising under the California Consumer Privacy Act (“CCPA”) or any other state, federal, or international law(s) of similar import, or under federal, state, and local statutes and laws, municipal ordinances, executive orders, contract, tort, public policy, or common law (judge-made law).
The parties intend to require arbitration of all covered disputes that can lawfully be arbitrated. It is understood by the parties that the term “covered disputes” shall cover and include all such disputes not only between the parties to these Terms but also all disputes or claims against any of your heirs, executors, personal representatives, and assigns, and all such disputes or claims not only against Baudax Bio but also against any and all of its affiliates, subsidiaries, and parents collectively and its and their predecessors and successors and any of its and their collective officers, agents, employees, members, shareholders, directors, managers, and attorneys.
Usage of JAMS Streamlined or Comprehensive Arbitration Rules and Procedures; Arbitrator to Decide All Issues; Arbitrator's Decisions Are Final and Binding
Either party shall initiate arbitration under either the JAMS Streamlined or Comprehensive Arbitration Rules and Procedures (which are currently available for review at www.jamsadr.com (under the Rules & Clauses tab)). The arbitrator (and not a court) shall decide all issues in any covered dispute including, but not limited to, issues regarding the non-availability of class arbitration, timeliness, scope of arbitrator’s authority, arbitration procedures, any issues regarding arbitrability of the parties’ dispute, statute of limitations, and all other issues regarding the application, interpretation, and implementation of these Terms. The arbitrators decisions shall be final and binding. Any arbitration under these terms shall take place in Philadelphia County, Pennsylvania, U.S.A. The parties agree that a court of competent jurisdiction shall have the authority to enter a judgment upon the award made by the arbitrator or to confirm an arbitration award, and any such proceeding shall not itself be deemed a covered dispute.
Selection and Authority of Arbitrator; Full Remedies Available; Enforceability
The parties agree that a single arbitrator shall be selected by the parties consistent with the applicable JAMS Rules and Procedures as they exist at the time. To the fullest extent permitted by law, the arbitrator shall have the power and authority to award any remedy or relief available under applicable law and shall be the sole authority to interpret and apply the provisions of these Terms. The arbitrator shall have the authority to apply any federal, state, local, or municipal law, or executive order, or any common law that the Arbitrator deems applicable, to the covered dispute, subject to these Terms. If there are any ambiguities in these Terms, it is the parties’ intent that all ambiguities be resolved in favor of arbitration. If any provision of these Terms is unenforceable, the remainder of these Terms shall remain in full force and effect.
Class and Collective Action Waiver; No Consolidated or Joint Actions
The parties agree that all covered disputes brought against each other will be arbitrated on an individual basis only and not in a class action arbitration, a collective action arbitration, or on any other group, representative, consolidated, or joint basis. The arbitrator shall have no authority to consider or resolve any covered dispute or any claim or issue in a covered dispute on any basis other than on an individual basis and may not proceed or direct the parties to proceed on a class or collective action basis or consolidate or join one or more covered disputes pertaining to you with any other individual’s or entity’s dispute(s). The provisions in these Terms mean that both parties waive their right to commence, become a party to, or in any way participate in any class action, collective action, or group or representative action or claim against the other party or in any such action or claim consolidated or joined with another party, with respect to any covered dispute, and each party agrees to opt-out of or be severed from any such action or proceeding.
The parties agree that they shall share equally (each pay one half of) the fees and costs of the arbitrator and the fees and costs of arbitration charged by JAMS; except that: (i) in all cases where required by law, Baudax Bio will pay the full amount of the arbitrators and JAMS arbitration fees and costs; and (ii) where the arbitrator determines that it is appropriate or necessary based on your financial resources, Baudax Bio shall pay more than one-half, in an amount to be determined by the arbitrator as fair and equitable. Each party shall bear the cost of his/her/its own legal fees and costs, including but not limited to attorneys’ fees and expert witness fees, subject to any right to recover such fees and costs under applicable law, which the arbitrator shall apply where applicable. In rendering an arbitration award, the arbitrator shall apply applicable and appropriate law and shall award all statutory remedies and penalties, including attorneys’ fees and costs to the extent authorized by and consistent with law. The award shall be in writing and the arbitrator shall set forth the essential findings of fact and law. Either party may request that a transcript and/or recording of the hearing be made.
Links to Third Party Sites
Security and Restrictions
You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, by (i) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) accessing or using the Site or any portion thereof without authorization; or (iv) introducing any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
You agree not to use the Site:
- in any way that violates any applicable federal, state, local or international law or regulation;
- to engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm us or users of the Site or expose us or them to liability;
- use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site;
- use any robot, spider or other automatic device, process or means to access the Site for any purpose, including monitoring or copying any of the Content on the Site;
- use any manual process to monitor or copy any of the Content on the Site or for any other unauthorized purpose without our prior written consent;
- use any device, software or routine that interferes with the proper working of the Site; or
- otherwise attempt to interfere with the proper working of the Site.
Disclaimer and Limitation of Liability
WE DO NOT WARRANT THAT ACCESS TO OR USE OF THE SITE (INCLUDING THE PORTAL AND CONTENT) WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THE SITE AND CONTENT ARE PROVIDED BY BAUDAX BIO ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BAUDAX BIO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SITE OR THE CONTENT. THE SITE IS NOT INTENDED AS LEGAL, MEDICAL OR HEALTHCARE ADVICE. ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL BAUDAX BIO, ITS AFFILIATES, OR THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES OF ANY OF THE FOREGOING BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES OR DAMAGES OF WHATSOEVER KIND ARISING OUT THE SITE, SITE-RELATED SERVICES OR ANY CONTENT, PROPOSAL OR PROPOSAL MATERIALS (INCLUDING WITHOUT LIMITATION YOUR ACCESS TO OR USE OF ANY OF THE FOREGOING AND OUR USE OF ANY PROPOSAL MATERIALS). We will not be responsible or liable with respect to any conduct, content or communication that results from unauthorized access to or use of THE SITE, CONTENT, COMMUNICATIONS OR PROPOSAL MATERIALS OR any of our systems (including via intrusive, invasive or illegal techniques).
YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, CONTENT, ANY LINKED SITE, OR ANY PRODUCTS OR SERVICES PURCHASED OR USED THROUGH THE SITE IS TO STOP USING THE SITE, CONTENT, LINKED SITE AND/OR THOSE PRODUCTS OR SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, OUR MAXIMUM LIABILITY TO YOU WITH RESPECT TO YOUR USE OF THE SITE AND ANY PRODUCTS OR SERVICES PURCHASED BY YOU THROUGH THE SITE, OR OTHERWISE IN CONNECTION WITH THE SITE (INCLUDING THE PORTAL) OR ANY CONTENT, PROPOSAL OR PROPOSAL MATERIALS OR THESE TERMS, IS ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS APPLY EVEN IF THE REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.
If you are a patient or healthcare consumer, you should not use information found on the Site to replace a relationship with your physician or other healthcare professional and should not rely on that information as professional medical advice. Always seek the advice of your physician or other qualified healthcare provider concerning questions you may have.
Any claims arising in connection with your use of the Site or any products or services purchased through the Site must be brought within one (1) year of the date the event giving rise to such action occurred.
We are unable to monitor the copyright ownership of all content posted in the Site. If you believe that your work has been copied and is accessible on the Site in a way that constitutes copyright infringement or that the Site contains links or other references to another online location that contains material or activity that infringes your copyright rights, you may notify us by providing all of the following information (as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. sec. 512) to our copyright agent, as set forth below.
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site, and information reasonably sufficient to permit us, or our third-party service providers, to locate the material.
- Information reasonably sufficient to permit us, or our third-party service providers, to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Copyright Agent: Baudax Bio, Inc., 490 Lapp Road, Malvern, PA 19355, Attn: Natalie McDevitt (email: firstname.lastname@example.org; phone: 484-395-2440).
Note: Only copyright complaints should be sent to the Copyright Agent identified above. No other communications will be accepted or responded to. For communications regarding other matters, please contact us as set forth below.
Links to the Site
Unless otherwise set forth in a written agreement between you and us, if you desire to include a link to the Site on your website or to otherwise share a link to the Site, you must abide by our linking policy as follows: (i) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with our name or any of our logos, trademarks, service marks or trade names; (ii) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with or in any manner associated with Baudax Bio; (iii) when clicked by a user, the link must display the applicable Site on full-screen and not within a “frame”; and (iv) we reserve the right to revoke our consent to the link at any time and in our sole discretion, in which case you shall immediately disable and remove the link.
These Terms shall be governed by the laws of the Commonwealth of Pennsylvania.
You represent and warrant that you shall comply with all laws and regulations that apply to your access and use of the Site and any Site-related services, including, but not limited to, any applicable national laws that prohibit the export or transmission of technical data or software to certain territories or jurisdictions.
We reserve the right to seek all remedies available at law and in equity for violations of these Terms, including the right to remove your account and any contents generated by you on the Site, block your access to the Site, and block IP addresses. These Terms may be assigned in whole or in part by Baudax Bio. These Terms may not be assigned in whole or in part by you without our prior written consent. There are no third-party beneficiaries to these Terms. These Terms set forth the entire understanding of the parties with respect to the subject matter hereof and supersede any and all prior oral and written agreements or understandings between the parties regarding such subject matter.
You agree to indemnify, defend and hold harmless us and our affiliates, and our and our affiliates’ respective officers, directors, employees, agents and representatives, from and against all claims, liabilities, losses, expenses, damages, and costs, including reasonable attorney fees, resulting or arising from (i) any violation by you of these Terms or from our termination of your access to or use of the Site, (ii) any Communication, Proposal or Proposal Material, or (iii) your negligence, willful misconduct or fraud. Such termination will not affect either party’s rights or obligations, which accrued before the termination.
If any provision of these Terms is held to be unenforceable, the remaining Terms shall remain in full force and effect and the unenforceable provision shall be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
No waiver by us of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Our failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any right.
The Site is intended only for users in the United States. We make no representation or warranty that the Site (including any Content or Site-related products or services) is available or appropriate for use outside of the United States. If you access or use the Site outside of the United States, you do so at your sole risk and you are responsible for complying with your local applicable laws, rules and regulations.
These Terms are effective from the date on which you first access the Site until terminated in accordance herewith. We may immediately terminate these Terms, and or your access to or use of the Site, at any time for any reason, with or without cause, without prior notice. Upon any termination of these Terms, your right to access and use the Site shall immediately and automatically terminate and you shall cease such access and use. All terms and conditions of these Terms which by their nature reasonably should survive termination of these Terms (including the sections titled “Privacy,” “Intellectual Property,” “Independent Arbitration Agreement,” “Links to Third-Party Sites,” “Security and Restrictions,” “User Submissions,” “Disclaimer and Limitation of Liability,” “Infringement Claims,” “Use of Portal” and “Miscellaneous”), shall survive such termination.
Except as explicitly stated otherwise, legal notices shall be served, in the case of Baudax Bio, to Baudax Bio, Inc., 490 Lapp Road, Malvern, PA 19355, Attn: Legal Counsel, or, in your case, to any contact information you provide us. Notices to us shall be deemed given upon our receipt thereof. Notices to you shall be deemed given 48 hours after the notice is sent.
Cautionary Statement Regarding Forward-Looking Statements
This Internet site contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The user is cautioned not to rely on these forward-looking statements. These statements, at the time they were made, were based on then-current expectations of future events.
Such forward-looking statements reflect Baudax Bio’s expectations about its future performance and opportunities that involve substantial risks and uncertainties. When used herein, the words “anticipate,” “believe,” “estimate,” “may,” “upcoming,” “plan,” “target,” “goal,” “intend,” and “expect,” and similar expressions, as they relate to Baudax Bio or its management, and TeraImmune or its management, are intended to identify such forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on Baudax Bio’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, clinical results and other future conditions. There are a number of important factors that could cause Baudax Bio’s actual results to differ materially from those indicated or implied by, such forward-looking statements including, without limitation: whether Baudax Bio will be able to successfully integrate the TeraImmune operations and realize the anticipated benefits of the acquisition of TeraImmune; whether Baudax Bio’s shareholders approve the conversion of the Series X Preferred Stock and the required cash payment of the then-current fair value of the Series X Preferred Stock if such approval is not provided; whether Baudax Bio’s cash resources will be sufficient to fund Baudax Bio’s continuing operations and the newly acquired TeraImmune operations, including the liabilities of TeraImmune incurred in connection with the completion of the Merger; whether Baudax Bio’s collaborations will be successful; whether Baudax Bio will be able to advance its current product candidate pipeline through pre-clinical studies and clinical trials, Baudax Bio’s ability to raise future financing for continued development of its product candidates; whether Baudax Bio will be able to comply with the financial and other covenants under its credit facility; and whether Baudax Bio will be able to maintain its listing on the Nasdaq Capital Market. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. Baudax Bio may not actually achieve the forecasts disclosed in such forward-looking statements, and you should not place undue reliance on such forward-looking statements. Such forward-looking statements are subject to a number of material risks and uncertainties including but not limited to those set forth in Baudax Bio’s filings with the Securities and Exchange Commission at www.sec.gov. Neither Baudax Bio, nor any of its affiliates, advisors or representatives, undertake any obligation to publicly update or revise any forward-looking statement, whether as result of new information, future events or otherwise, except as required by law.
How to Contact Us
If you have any questions, comments or notices regarding these Terms, you may email us at email@example.com.