Terms of Use

Effective Date: January 7, 2019.

Celmatix Inc. (“Celmatix,” “us,” “we,” or “our”) maintains the websites, www.celmatix.com, www.fertilityresearch.com, www.myfertilome.com, (collectively, "Websites") and their subdomains as a service to our user community subject to these Terms of Use ("Agreement"). By accessing the Websites, you are agreeing to be bound by this Agreement and all applicable laws and regulations. If you do not accept or agree to all of the provisions in this Agreement, you are prohibited from using or accessing the Websites. The materials (defined in Section 1 below) contained in the Websites are protected by applicable intellectual property law.

Please read this Agreement carefully, as it may have changed since your last visit. This Agreement constitutes a valid and binding legal agreement between you and Celmatix. We reserve the right to change this Agreement from time to time for any reason, which shall be effected by posting of the updated Agreement to our Websites; provided that any such changes shall only apply to your use of the Websites after the date of such change unless you expressly accept retroactive application of such changes, via a click-through or signed agreement or otherwise. Users who access our Websites are subject to this Agreement and our Privacy Policy available on the Websites.

  • Use License

  • Celmatix grants you a personal, non-transferable, non-exclusive right to access and use the Websites and the materials available on the Websites subject to this Agreement. You may temporarily download one copy of the materials on the Websites where the Websites expressly permit or provide for downloads, and you may print pages of such Websites. As used herein, the term “material” means all information, text, images, data, links, software, or other material accessible through the Websites, whether created by us or provided by another person for display on the Websites. This is the grant of a license, not a transfer of title, and under this license you may not:

    • Modify or copy the materials;

    • Use the materials for any commercial purpose, or for any public display or distribution (commercial or non-commercial);

    • Attempt to decompile or reverse engineer any software contained on our Websites;

    • Use any robot, spider, site search/retrieval application, or other automated device, process, or means to access, retrieve, scrape, or index any portion of our Websites;

    • Incorporate links to our Websites or frame any elements of our Websites within any other Website;

    • Remove any copyright or other proprietary notations from the materials;

    • Obtain unauthorized access to any computer system through our Websites;

    • Introduce viruses, worms, Trojan horses, and/or harmful code to our Websites;

    • Interrupt or attempt to interrupt the operation of our Websites in any way; or

    • Transfer the materials to another person or “mirror” the materials on any other server.

    This license, which includes without limitation all rights granted by Celmatix in this Section 1, shall automatically terminate if you violate any of these restrictions. Further, Celmatix may terminate all your rights under this Section 1 at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

  • Intellectual Property

  • All materials contained on the Websites are the sole and exclusive property of Celmatix and its licensors, and are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions, and other intellectual property laws. The service marks and trademarks of Celmatix, including without limitation “Celmatix” and the Celmatix logos, are trademarks and service marks owned by Celmatix Inc. Any other trademarks, service marks, logos, and/or trade names appearing via a website are the property of their respective owners. You may not copy or use any of these marks, logos, or trade names without the express prior written consent of the owner. If you provide us with any suggestions for improvements to our Websites or relating to any prospective products or services, you hereby grant to us a non-exclusive, irrevocable, perpetual, transferable, sublicensable (through one or more tiers) license to copy, use, and modify such suggestions and to make, have made, use, import, offer to sell and sell any products or services incorporating such suggestions.

  • Account

  • If you purchase or use Celmatix services, you may register an account ("Account") to access certain features of the Websites or services. When you do, you will access your Account with a unique user name and a password. You must maintain at all times the accuracy of the information in your Account. You are responsible for maintaining the privacy and security of the user name and password associated with your Account. You are also responsible for all activity in your Account and for all use of your user name and password. You agree to immediately inform us of any unauthorized use of your Account or if you believe your user name or password has been compromised. Our practices for the collection, use and disclosure of your Account information may be reviewed in our Privacy Policy.

  • Access

  • You may access only those parts of the Websites for which you are authorized access. You will not access any part of the Websites for which you are not authorized, nor will you attempt to circumvent any access controls or other security measures incorporated within the Websites.

  • Scope of Services

  • You are responsible for obtaining any equipment and Internet service necessary to access our Websites and for paying any fees for the equipment and service you select. We may alter, suspend, or discontinue our Websites in whole or in part, at any time and for any reason, without notice. The Websites may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.

  • Disclaimer

  • THE MATERIALS ON OUR WEBSITES ARE PROVIDED “AS IS.” CELMATIX, ITS AFFILIATES AND SUPPLIERS MAKE NO WARRANTIES, EXPRESSED, OR IMPLIED, AND HEREBY DISCLAIM AND NEGATE ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS. FURTHER, CELMATIX, ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE MATERIALS ON OUR WEBSITES OR OTHERWISE RELATING TO SUCH MATERIALS OR ON ANY SITES LINKED TO THE WEBSITES. CELMATIX DOES NOT WARRANT THAT (A) THE FUNCTIONS OR SERVICES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING OF MATERIAL) PROVIDED BY THE WEBSITES WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS OR THAT (B) THE WEBSITES OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

  • Limitations

  • IN NO EVENT SHALL CELMATIX, ITS AFFILIATES, OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA OR PROFIT, OR DUE TO BUSINESS INTERRUPTION) ARISING OUT OF THE USE OR INABILITY TO USE THE MATERIALS ON OUR WEBSITES, EVEN IF WE OR ANY CELMATIX-AUTHORIZED REPRESENTATIVE HAS BEEN NOTIFIED ORALLY OR IN WRITING OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS OR DISCLAIMERS OF LIABILITY, THESE LIMITATIONS MAY NOT APPLY TO YOU.

  • Revisions and Errors

  • The materials appearing on our websites could include technical, typographical, photographic errors, or other inadvertent errors or inaccuracies. We reserve the right, but without obligation, to make changes to document names and materials or to otherwise update or revise the Websites from time to time, though we are not obligated to do so. Celmatix does not warrant that any of the materials on its Websites are accurate, complete, or current.

  • Links to Third-Party Sites

  • Celmatix has not reviewed all of the sites linked to the Websites and is not responsible for the contents of any such linked site. The inclusion of any link on our Websites does not imply endorsement by Celmatix of the third-party website or any products or services available through such third-party website. Use of any such linked website is at your own risk and this Agreement and our Privacy Policy are not applicable to such use.

  • Communications with Us

  • We cannot guarantee the confidentiality of any communication or material transmitted to us via the Websites or e-mail. Accordingly, we suggest that you use caution when transmitting any information to us via such means. For example, you should not include confidential information about you (such as your Social Security number) or information about your health status, in any e-mail that you send to us. We hereby expressly disclaim any liability for damages resulting from third-party interception of your communications with us via the Websites or via electronic mail. If you choose to send us any information via the Websites or via e-mail, you do so solely at your own risk.

  • Indemnification

  • By accessing or using the Websites or any materials available through the Websites, you agree to indemnify, hold harmless and defend Celmatix from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of the Websites or any materials available through the Websites.

  • International

  • Our Websites are based in the United States, and operate under United States Law. We make no representation that information provided by the Websites is appropriate or available for use outside the United States or complies with laws outside of the United States. If you are located outside of the United States, the information we collect may be transferred to and processed in the United States and in other countries where the privacy laws may not be the same as the laws where you reside. Those who choose to access the Websites from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with all applicable laws and regulations outside the United States.

  • Modifications

  • Celmatix may revise these Terms of Use for its Websites at any time without notice. By using the Websites you are agreeing to be bound by the then current version of this Agreement.

  • Governing Law; Enforcement

  • Any claim relating to our Websites, or your interactions with us through the Websites, shall be governed by the laws of the State of New York without giving effect to any of its provisions that would cause the laws of another jurisdiction to apply. All disputes arising out of or relating to this Agreement shall be finally resolved by arbitration conducted in the English language in New York, New York under the commercial arbitration rules of the American Arbitration Association. The parties shall appoint as sole arbitrator a retired judge who presided in the State of New York. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, we shall be entitled to seek injunctive relief, security, or other equitable remedies from federal and state courts located in the State of New York or any other court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award punitive damages, including but not limited to federal or state statutes permitting multiple or punitive damage awards, or any other damages prohibited by this Agreement; any purported award of such damages shall be beyond the arbitrator’s authority, void, and unenforceable.

  • Export Laws

  • You will comply with all applicable export laws, restrictions, and regulations of any United States or foreign agency or authority and will not export or re-export, or allow the export or re-export, of any product, technology, or information obtained or acquired in connection with the Websites in violation of any such laws, restrictions or regulations.

  • Acknowledgement

  • Access to the Websites or materials may not be legal by certain persons, or in certain jurisdictions. You assume full responsibility for complying with the laws, rules, and regulations of your jurisdiction. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

  • Miscellaneous

  • You may not assign or transfer this Agreement in whole or in part to any third party without the prior written consent of Celmatix. This Agreement shall bind and inure to the benefit of the parties to this Agreement and their respective successors, permitted transferees, and permitted assigns. Celmatix and you are independent contractors and are not partners, joint venturers, agents, employees, or representatives of the other party. This Agreement contain the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersede all previous communications, understandings, and agreements (whether oral or written) other than any click-through or end-user license agreement provided by Celmatix, and cannot be amended except by a writing signed by both parties or by Celmatix’s posting of an amended version of this Agreement on these Websites. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. If any part of this Agreement is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions. This Agreement shall continue to apply with respect to any access or use you have made of our Websites even after such access or use terminates. If you have any questions about this Agreement, please contact info@celmatix.com.