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Terms of Use


1. Introduction and Acceptance

This website (the “Site”) is owned and operated by ProBio Biotech Corporation (the “Company”, “we”, “us”, or “our”). The Site provides general information about our company, our contract development and manufacturing organization (CDMO) services, and related products and offerings.

PLEASE READ THESE WEBSITE TERMS OF USE (THESE “TERMS”) CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING, BROWSING, OR OTHERWISE USING THE SITE (INCLUDING ACCESSING INFORMATION, COMMUNICATING WITH OUR ONLINE SUPPORT, OR REGISTERING AN ACCOUNT), YOU (“USER” OR “YOU”) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS.

If you are using the Site on behalf of a company, institution, or other legal entity (your “Entity”), you represent and warrant that you have full authority to bind such Entity to these Terms, and “you” and “your” shall refer to both you as an individual and such Entity.

These Terms incorporate by reference our Privacy Policy, which describes how we collect, use, and protect personal information. By using the Site, you also agree to the Privacy Policy.

Any purchase, development, manufacturing, testing, or other services, products, or deliverables provided by the Company is governed exclusively by separate written agreements, including but not limited to formal supply, service, quality, or confidentiality agreements (each, a “Supply Agreement”). In the event of any conflict between these Terms and any Supply Agreement, the Supply Agreement shall prevail solely with respect to the subject matter of such Supply Agreement.

If you do not agree to all of these Terms, you are not authorized to access or use the Site and must discontinue use immediately.

We reserve the right to modify, amend, or update these Terms at any time in our sole discretion. Your continued access to or use of the Site after any such changes become effective constitutes your acceptance of the revised Terms. You are responsible for reviewing these Terms periodically.

2. Access and License

Subject to your continuous compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Site solely for your internal business or research purposes and solely for the purpose of evaluating or engaging in potential business with us.

You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction (if higher), to access or use the Site.

You agree that you will not, and will not permit any third party to:

  1. use the Site for any unlawful purpose or in any manner that violates these Terms or any applicable law or regulation;
  2. use the Site in a way that infringes, misappropriates, or violates any intellectual property, proprietary, privacy, publicity, or other rights of any third party;
  3. engage in any activity that could damage, disable, overburden, impair, interfere with, or disrupt the Site or any servers, networks, or systems connected to the Site;
  4. attempt to gain unauthorized access to any portion or feature of the Site, any other accounts, or any of our systems or networks, whether by hacking, password mining, or any other means;
  5. use any robot, spider, scraper, crawler, data mining tools, or other automated means to access, monitor, or copy any portion of the Site or its content without our express prior written consent;
  6. decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of any software used in connection with the Site, except to the limited extent expressly permitted by applicable mandatory law;
  7. remove, alter, or obscure any copyright, trademark, or other proprietary rights notice contained in or on the Site; or
  8. use the Site or any content on the Site for any medical, diagnostic, therapeutic, clinical, or regulatory decision-making, or as a substitute for professional judgment.

We may, in our sole discretion and without liability, suspend, restrict, or terminate your access to all or any part of the Site at any time, with or without prior notice, for any reason or no reason, including if we reasonably believe that you have violated these Terms or applicable law.

3. User Accounts and Registration

Certain areas, features, or functionalities of the Site may require you to register and create an account (an “Account”).

You agree to: (a) provide true, accurate, current, and complete information during the registration process; and (b) promptly update such information to keep it true, accurate, current, and complete at all times.

You are solely responsible for maintaining the confidentiality and security of your Account credentials (including usernames and passwords) and for all activities that occur under your Account, whether or not authorized by you. You agree to notify us immediately of any actual or suspected unauthorized use of your Account or any other breach of security.

We shall not be liable for any loss or damage arising from your failure to comply with the foregoing obligations. We reserve the right to refuse registration of, or to cancel, any username or Account at our sole discretion.

4. User Submissions and Content

The Site may allow you to submit, upload, post, or transmit content or information, including but not limited to inquiries, feedback, comments, suggestions, data, or other materials (“User Content”).

You retain ownership of your User Content, subject to the rights granted to us in these Terms. By submitting or transmitting any User Content to or through the Site, you grant the Company a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers), and transferable license to use, host, store, reproduce, modify, adapt, translate, create derivative works from, distribute, publicly perform, publicly display, and otherwise exploit such User Content, in any form, format, media, or media channels now known or later developed, for the purposes of operating, improving, and promoting the Site and our business, developing and providing our services, and for any other lawful business purpose.

To the extent permitted by applicable law, you also grant us the right to use your Entity’s name and logo to identify you as our client or prospective client in our marketing and promotional materials, including on the Site, unless and until you expressly withdraw such consent in writing. Withdrawal of such consent will not affect any prior use made in accordance with these Terms.

You represent and warrant that:

  1. you own or otherwise control all rights in and to the User Content, or you have obtained all necessary licenses, rights, consents, and permissions to grant the license set forth above;
  2. your User Content does not and will not infringe, misappropriate, or violate any intellectual property, proprietary, privacy, publicity, or other rights of any third party;
  3. your User Content does not contain any viruses, worms, Trojan horses, malicious code, or other harmful or destructive content; and
  4. your User Content does not contain any defamatory, libelous, obscene, pornographic, harassing, threatening, abusive, hateful, discriminatory, or otherwise unlawful or objectionable material.

We do not undertake to review User Content and do not assume any responsibility or liability for any User Content. We reserve the right, at any time and without notice, to remove, block, edit, or refuse to post any User Content, in whole or in part, for any reason or no reason, in our sole discretion.

5. Intellectual Property Rights

The Site and all content, features, and functionality available on or through the Site (including, without limitation, text, graphics, logos, icons, images, audio clips, video clips, software, code, interfaces, and the design, selection, and arrangement thereof) (collectively, the “Site Content”) are owned by the Company, its affiliates, licensors, or other providers.

The Company’s name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks or service marks of the Company or its affiliates or licensors. You shall not use any such marks without our prior express written permission. All other names, logos, product and service names, designs, and slogans appearing on the Site are the trademarks or service marks of their respective owners.

Except as expressly permitted in Section 2 above or otherwise expressly authorized in writing by us, you shall not:

  1. copy, reproduce, modify, adapt, translate, republish, upload, post, publicly display, perform, encode, transmit, or distribute any part of the Site or the Site Content in any way; or
  2. use any Site Content for any commercial purpose or for the benefit of any third party.

No rights, title, or interest in or to the Site or any Site Content are transferred to you, and all rights not expressly granted are reserved by the Company and its licensors.

6. Disclaimer of Warranties

YOUR ACCESS TO AND USE OF THE SITE AND THE SITE CONTENT IS AT YOUR SOLE RISK. THE SITE AND ALL SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE SITE OR ANY SITE CONTENT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE; (B) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM DEFECTS, VIRUSES, OR OTHER HARMFUL COMPONENTS; (C) ANY ERRORS OR DEFECTS WILL BE CORRECTED; OR (D) THE SITE OR ANY SITE CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS THEREFROM.

ALL INFORMATION ON THE SITE REGARDING OUR SERVICES, CAPABILITIES, TECHNOLOGIES, OR PRODUCTS IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY, DOES NOT CONSTITUTE PROFESSIONAL, MEDICAL, REGULATORY, OR OTHER ADVICE, AND DOES NOT CONSTITUTE A BINDING OFFER, SPECIFICATION, QUOTATION, OR WARRANTY BY THE COMPANY. ANY TECHNICAL, COMMERCIAL, QUALITY, OR REGULATORY TERMS RELATING TO OUR CDMO SERVICES OR PRODUCTS SHALL BE SUBJECT EXCLUSIVELY TO, AND GOVERNED SOLELY BY, A SEPARATE, FORMAL SUPPLY AGREEMENT DULY EXECUTED BY THE PARTIES.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:

  1. YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE;
  2. ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON, THROUGH, OR IN CONNECTION WITH THE SITE;
  3. ANY SITE CONTENT OBTAINED FROM OR THROUGH THE SITE; OR
  4. ANY UNAUTHORIZED ACCESS TO, USE OF, OR ALTERATION OF YOUR TRANSMISSIONS, USER CONTENT, OR DATA,

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF ANY REMEDY PROVIDED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

8. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, representatives, licensors, suppliers, successors, and assigns from and against any and all claims, demands, actions, proceedings, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys’ fees) arising out of or relating to:

  1. your access to or use of the Site;
  2. your User Content;
  3. your violation of these Terms; or
  4. your violation of any rights of any third party, including any intellectual property, privacy, publicity, confidentiality, or proprietary rights.

We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate fully with us in asserting any available defenses. You shall not settle any matter subject to indemnification under this Section without our prior written consent.

9. Governing Law

These Terms and any dispute, controversy, or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without giving effect to any choice or conflict of laws provision or rule.

Nothing in this Section shall prevent either party from seeking interim, conservatory, injunctive, or other equitable relief (including measures to protect intellectual property rights or confidential information) from any court of competent jurisdiction at any time.

10. Miscellaneous

  1. Entire Agreement. These Terms, together with our Privacy Policy and any other documents expressly incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding the Site.
  2. Severability. If any provision of these Terms is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms shall remain in full force and effect.
  3. No Waiver. No failure or delay by the Company in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of the Company.
  4. Assignment. You may not assign, transfer, or delegate any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of the foregoing shall be null and void. We may assign, transfer, or delegate any or all of our rights and obligations under these Terms, in whole or in part, without restriction and without notice to you.
  5. Relationship of the Parties. Nothing in these Terms shall be construed as creating any partnership, joint venture, agency, fiduciary, or employment relationship between you and the Company. You have no authority to bind the Company in any respect.
  6. Force Majeure. The Company shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil unrest, labor disputes, governmental actions, interruptions of telecommunications or power supplies, or failures of third-party providers.
  7. Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.