ImmuCell – Website Terms of Use

revised and effective August 1, 2020

These Terms of Use govern access to and use of ImmuCell’s website located at www.firstdefensecalfhealth.com (the “Website”). These Terms of Use constitute a binding agreement between you and ImmuCell.

Please review these Terms of Use carefully. By accessing and continuing to use the Website after having an opportunity to review these Terms of Use, you accept the Terms of Use and our Privacy Policy https://firstdefensecalfhealth.com/privacy-policy in their entirety and without modification. If you do not agree with these Terms of Use or our Privacy Policy, please do not use our Website. Please also check the Terms of Use and Privacy Policy periodically for updates, as we may revise and update them from time to time in our sole discretion, and your using or accessing our Website after such changes occur is deemed to be acceptance of those changes.

Access to the Website

Subject to and conditional upon your compliance with these Terms of Use, ImmuCell provides you with access to our Website and grants to you a limited, non-exclusive, non-transferable, right and license to use certain functionality we may make available to you from time to time via the Website. We reserve the right to withdraw or amend this Website, and any functionality, service, or material we provide on the Website, in our sole discretion, without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to the Website and ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

Intellectual Property Rights

The Website and all of its contents, features, and functionalities, including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof (“ImmuCell IP”), are the property of, or used with permission by, ImmuCell, are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, and may not be used except as permitted in these Terms of Use or with the prior written permission of the owner of such material. You may not modify ImmuCell IP in any way or reproduce or publicly display, perform, distribute, or otherwise use any such ImmuCell IP for any public or commercial purpose. Any unauthorized use of ImmuCell IP may violate copyright laws, trademark laws, laws of privacy and publicity, or other laws, rules, and regulations. You may not remove any copyright, trademark, or other proprietary notices from the Website or any ImmuCell IP. All rights to ImmuCell IP not expressly granted herein are reserved by and to the respective owners of such ImmuCell IP.

The Website may use or display certain trademarks, trade names, service marks and logos, icons, and domain names that constitute registered and unregistered trademarks, trade names, and service marks owned by, or used with permission by, ImmuCell. Nothing grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, trade names, service marks or logos displayed on the Website without our written permission or the written permission of their third-party owner.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website (i) 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 United States or other countries), (ii) to knowingly send or upload false, inaccurate, misleading, libelous, defamatory, obscene, threatening, invasive, abusive, illegal, or otherwise objectionable communications, (iii) to impersonate or attempt to impersonate any person or entity (including, without limitation, by using such person’s or entity’s identifiable information), (iv) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise, (v) to transmit, or procure the sending of, any advertising or promotional material, including any “junk email,” “chain letter,” “spam,” or any other similar solicitation, or (vi) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm ImmuCell or users of the Website or expose them to liability.

Additionally, you agree not to (i) use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, (ii) use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website, (iii) use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent, (iv) use any device, software or routine that interferes with the proper working of the Website, (v) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful, (vi) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website, (vii) attack the Website via a denial-of-service attack or a distributed denial-of-service attack, or (viii) otherwise attempt to interfere with the proper working of the Website.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Linking to the Website

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. Subject to the foregoing, you must not (i) establish a link from any website that is not owned by you, (ii) cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site, (iii) link to any part of the Website other than the homepage, or (iv) otherwise take any action with respect to the materials on the Website that is inconsistent with any other provision of these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission in our sole discretion, without notice.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the State of Maine in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

DISCLAIMER OF WARRANTIES

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, 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 WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER IMMUCELL NOR ANY PERSON ASSOCIATED WITH IMMUCELL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER IMMUCELL NOR ANYONE ASSOCIATED WITH IMMUCELL REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

IMMUCELL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATION ON LIABILITY

IN NO EVENT WILL IMMUCELL, ITS AFFILIATES OR THEIR LICENSORS, 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 WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING 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 IMMUCELL, 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 WEBSITE, INCLUDING, BUT NOT LIMITED TO, YOUR USE OF THE WEBSITE’S CONTENT, FEATURES, AND FUNCTIONALITIES OTHER THAN AS EXPRESSLY AUTHORIZED IN THESE TERMS OF USE.

Governing Law

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Maine without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Maine in each case located in Cumberland County although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Disputes

You may not take legal action against ImmuCell without first (a) sending us, a detailed written description of the facts and law out of which your claim arises; and (b) negotiating with us, in good faith, toward resolution of the dispute.

Miscellaneous

Waiver and Severability

No waiver by ImmuCell 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 ImmuCell 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.

Entire Agreement

The Terms of Use, including our Privacy Policy, constitute the sole and entire agreement between you and ImmuCell with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your Comments and Concerns

ImmuCell welcomes your feedback, comments, requests for technical support and other communications relating to the Website. Please contact us at mail@immucell.com.