Terms of Use
BEFORE ACCESSING THIS WEBSITE, PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY AS THEY GOVERN YOUR USE OF THIS SITE. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU ARE NOT GRANTED PERMISSION BY ZYNERBA PHARMACEUTICALS, INC. TO ACCESS OR OTHERWISE USE THIS SITE. YOU SHOULD REVIEW THESE TERMS EACH TIME YOU ACCESS THIS SITE AS THEY MAY CHANGE AT ANY TIME AT OUR SOLE DISCRETION.
I. General
Welcome to www.Zynerba.com. Zynerba Pharmaceuticals, Inc. (also referred to as “Zynerba”, “us” or “we”) has created the following terms and conditions of use (Terms of Use) to apply to all users of this website and any digital assets contained or offered therein, including the Email Alert Services (collectively, the “Site”). This Site and its content are for general informational purposes and intended strictly for access and use by United States residents. These Terms of Use govern your access and use of this Site. By accessing or using this Site, you indicate that you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract and equally binding, and that you accept such Terms of Use and agree to be legally bound by them, including the Binding Arbitration Clause and Class Action Waiver described in Section XV. Please note that Zynerba reserves the right to change these Terms of Use at any time at its sole discretion. Your continued use of this Site following any such modifications will be conclusively deemed acceptance of any changes to these Terms of Use. Therefore, you are urged to review the Terms of Use each time you access this Site.
These Terms of Use are written in the English language. We do not guarantee the accuracy of any translated versions of these Terms of Use. To the extent any translated versions of these Terms of Use conflict with the English language version, the English language version of these Terms of Use shall control.
II. License Grant
These Terms of Use provide you with a personal, revocable, nonexclusive, nontransferable license to use this Site subject to, and conditioned on, your compliance with these Terms of Use and applicable law. You may print and download materials and information on this Site solely for personal and noncommercial use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. Republication or citation of any content generated by this Site without Zynerba’s express written consent is prohibited. We reserve the right to terminate or limit your access to our Site and/or the licenses granted herein for any reason (or no reason) and in our sole discretion.
We reserve the right to, at any time, temporarily or permanently, modify or discontinue any features associated with the Site, including without limitation Email Alerts available via the Site, with or without notice and for any reason, including performing maintenance, repairs or upgrades. We (and our licensors) remain the sole owner of all rights, title, and interest in the Site. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period.
III. Prohibited Uses
You agree not to copy, modify, adapt, frame, mirror, reproduce, translate, distribute, transmit, reverse engineer, decompile, or disassemble any aspect of this Site. Additionally, you are prohibited from using the Site or its related content: (a) for any unlawful or fraudulent purpose; (b) to solicit others to perform or participate in any unlawful or prohibited acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others or delete the copyright or other proprietary rights notice from any content; (e) to harass, abuse, insult, harm, defame, slander, annoy, disparage, intimidate, or discriminate based upon gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information or otherwise attempt to mislead or impersonate another; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of Site including our website (or related website, other websites, or the Internet) or Site; (h) to collect or track the personal information of others; (i) to send advertising or promotion materials, spam, phish, pharm, pretext, spider, crawl, scrape or facilitate the use of any malware or ransomware; (j) for any damaging, obscene or immoral purpose; (k) to interfere with or circumvent the security features of the website (or related website, other websites or the Internet) and/or Site, including those to prevent copying of content or that limit use; (l) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation; (m) to systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us; (n) make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses; (o) use the Site to advertise or offer to sell goods and services; (p) engage in unauthorized framing of or linking to the Site; (q) engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools; (r) interfere with, disrupt, or create an undue burden on the website or the networks or services connected to the Site; (s) use the Site as part of any effort to compete with us or otherwise use the Site and/or the content for any revenue-generating endeavor or commercial enterprise; (t) decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site; (u) copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code; (v) upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, malicious code, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site; (w) upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”); (x) except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software. As a further condition of use of this Site, you warrant to Zynerba that you will not use this Site for any purpose that is unlawful or otherwise prohibited by these Terms of Use or our Privacy Policy. We reserve the right to terminate your use of the Site or any related website for violating any of the prohibited uses.
IV. Disclaimer
THIS SITE AND THE CONTENT AND THE EMAIL ALERT SERVICE AVAILABLE THROUGH THIS SITE ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, CREATED BY LAW, CONTRACT OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. ZYNERBA MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF THE CONTENT OR EMAIL ALERT SERVICE AVAILABLE THROUGH THIS SITE AND DISCLAIM ALL LIABILITY AND RESPONSBILITY PLACE ON SUCH INFORMATION BY YOU, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THIS SITE AND THE CONTENT AND EMAIL ALERT SERVICE AVAILABLE THROUGH THIS SITE IS AT YOUR SOLE RISK. ZYNERBA MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THIS SITE OR THE EMAIL ALERT SERVICE WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE OR SECURE. FURTHER, YOU ACKNOWLEDGE THAT OUR SITE MAY CONTAIN TYPOGRAPHICAL ERRORS, INACCURACIES, OR OMISSIONS THAT MAY RELATE TO OUR OFFERINGS, PROGRAMS, OR MATERIALS. ZYNERBA EXPRESSLY DISCLAIMS ANY OBLIGATION OR DUTY TO UPDATE OR CORRECT INFORMATION CONTAINED ON THIS SITE AND MAY CEASE THE EMAIL ALERT SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT OR MATERIAL YOU OBTAIN FROM THIS SITE OR THE EMAIL ALERT SERVICE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
V. Children’s Information
Our Site is intended only for users over the age of eighteen (18).
We do not target our Site to minors, who are under thirteen (13) (or a higher age threshold where applicable). You agree that you are not under thirteen (13) years of age. We do not intend to collect or process any information from anyone under the age of thirteen (13). If we become aware that a user is under thirteen (13) (or a higher age threshold where applicable) and has provided us with information, we will take steps to comply with any applicable legal requirement to remove such information. Contact us if you believe that we have mistakenly or unintentionally collected information from a person under the age of thirteen (13).
VI. Medical Information
Medical information that appears on this Site is for informational purposes only and is not, nor is intended to be, a medical diagnosis or a replacement for advice given by a physician or other medical professional. The information provided on this Site should not be relied upon as the basis of any health-care decision.
VII. We Are Not Providing Investment Advice or Soliciting Offers
Nothing in this Site constitutes investment advice, including our SEC filings. We provide investor relations materials for your convenience and information only. In addition, investor relations materials and our other Site content are not offers to sell or solicitations of an offer to buy any security. There are no guarantees about the future performance of the stock market or our stock. Before you invest in any security, you are urged to consult with a qualified financial advisor.
VIII. Links to Other Websites
This Site may link you to other websites or social media platforms that are not owned or controlled by Zynerba. The fact that we provide a link to a third-party website does not mean that we endorse, authorize or sponsor that website. It also does not mean that we are affiliated with the third-party website’s owners or sponsors. These links are provided for your convenience only. We are not responsible for examining or evaluating the content or accuracy of any other website and do not warrant and expressly disclaim any responsibility for the content, the accuracy of the information, the quality of products or services provided by or advertised on these third-party sites and /or the collection and use of personally identifiable information by these third-party sites. If you choose to hyperlink to another website, you do so at your own risk. We reserve the right to terminate a link to a third-party website at any time.
IX. Links from Other Websites to this Site
If a third-party links to this Site, it is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with us. In most cases, we are not aware that a third party has linked to this Site. Zynerba expressly disclaims any responsibility for the content, the accuracy of the information, the quality of products or services provided by or advertised on these third-party sites and/or the collection and use of personally identifiable information by these third-party sites.
You may not create a link to any page of our Site without our prior written consent. If you do create a link to a page of our Site, you do so at your own risk and the exclusions and limitations set out above will apply to your use of our Site by linking to it.
X. Forward-Looking Statements
This Site contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding Zynerba’s future operations, financial performance, financial position, prospects, strategies and objectives and other future events. We may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements.
Forward-looking statements are based upon Zynerba’s current expectations, intentions and assumptions regarding future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of Zynerba’s control, that could cause actual results to differ materially and adversely from those expressed or implied by such statements. Factors that could cause or contribute to such differences include, but are not limited to: Zynerba’s cash and cash equivalents may not be sufficient to support its operating plan for as long as anticipated; Zynerba’s expectations, projections and estimates regarding expenses, future revenue, capital requirements, incentive and other tax credit eligibility, collectability and timing, and availability of and the need for additional financing; Zynerba’s ability to obtain additional funding to support its clinical development programs; the results, cost and timing of Zynerba’s clinical development programs, including any delays to such clinical trials relating to enrollment or site initiation; clinical results for Zynerba’s product candidates may not be replicated or continue to occur in additional trials and may not otherwise support further development in a specified indication or at all; actions or advice of the U.S. Food and Drug Administration and foreign regulatory agencies may affect the design, initiation, timing, continuation and/or progress of clinical trials or result in the need for additional clinical trials; Zynerba’s ability to obtain and maintain regulatory approval for its product candidates, and the labeling under any such approval; Zynerba’s reliance on third parties to assist in conducting pre-clinical and clinical trials for its product candidates; delays, interruptions or failures in the manufacture and supply of Zynerba’s product candidates Zynerba’s ability to commercialize its product candidates; the size and growth potential of the markets for Zynerba’s product candidates, and Zynerba’s ability to service those markets; Zynerba’s ability to develop sales and marketing capabilities, whether alone or with potential future collaborators; the rate and degree of market acceptance of Zynerba’s product candidates; Zynerba’s expectations regarding its ability to obtain and adequately maintain sufficient intellectual property protection for its product candidates; the timing and outcome of current and future legal proceedings; and the extent to which health epidemics and other outbreaks of communicable diseases, including COVID-19, could disrupt our operations or adversely affect our business and financial conditions. Additionally, other unknown, unidentified or unpredictable factors could also materially and adversely impact actual results.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. While Zynerba may update certain forward-looking statements from time to time, it specifically disclaims any obligation to do so, whether as a result of new information, future developments or otherwise.
XI. Feedback
Zynerba welcomes your feedback and suggestions about how to improve this Site. Any ideas, suggestions, information, know-how, material, or other content (collectively, “Feedback”) received through this Site, however, will be deemed to include a royalty-free, perpetual, irrevocable, transferable, worldwide, nonexclusive right and license for Zynerba to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display, (in whole or part), or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Feedback. If you transmit to or post on this Site any material, data, information or idea by any means, it will be treated as non-confidential and non-proprietary and may be disseminated or used by us for any purpose. You are not authorized to post on or transmit to or from this Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other content that could give rise to any civil or criminal liability under the law.
XII. Intellectual Property Rights
All content, features, materials, and functionality available or contained on this Site (“Materials”) are protected by law, including but not limited to United States copyright and trademark law, as well as other state, national, and international laws and regulations. All Materials distributed in connection with the Site are copyrighted. We reserve any and all rights to the Materials. Zynerba also owns a copyright in this Site as a collective work and/or compilation, and in the selection, coordination, arrangement, and enhancement of such content. The Zynerba name and logo, whether or not appearing with a trademark symbol, are trademarks of Zynerba Pharmaceuticals, Inc. Unauthorized use of any material or trademarks contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, communications regulations and statutes and other laws and regulations. All page headers, customer graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of ours or our affiliates and may not be copied, imitated or used in whole or in part without prior written permission of us. We reserve any and all rights to the Materials and trademarks. Please be aware that Zynerba actively and aggressively enforces its intellectual property rights to the fullest extent of the law.
XIII. Termination
These Terms of Use are effective until terminated. We may terminate this agreement at any time without notice to you and may deny you access to our Site.
XIV. Limitation of Liability
YOU ASSUME FULL RESPONSIBILITY AND ALL RISKS ARISING FROM ACCESS AND USE OF THIS SITE AND THE EMAIL ALERT SERVICE AVAILABLE THROUGH THIS SITE. IN NO EVENT SHALL ZYNERBA OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, REPRESENTATIVES, SERVICE PROVIDERS OR LICENSORS, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INJURY, LOSS CLAIM, OR DAMAGES OF ANY KIND OR NATURE (WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS; LOST REVENUE; LOST SAVINGS; LOSS OF DATA; DAMAGE CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS AND PROGRAMS AND THE DATA THEREON; REPLACEMENT COSTS; OR ANY SIMILAR DAMAGES), PUNITIVE OR OTHER DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE EXISTENCE, ACCESS OR USE OF THIS SITE OR THE EMAIL ALERT SERVICE, REGARDLESS OF WHETHER ZYNERBA OR ANY OF THE OTHER ENTITIES OR PERSONS LISTED ABOVE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE AGGREGATE LIABILITY OF US AND OUR AFFILIATES AND OUR SERVICE PROVIDERS UNDER THESE TERMS & CONDITIONS SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00).
XXV. ARBITRATION CLAUSE AND CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS
A. Arbitration Notice
You and Zynerba agree that if there is any dispute or claim arising from or related to our Site, these Terms of Use, and/or the Privacy Policy, it will be resolved by confidential binding arbitration in Devon, Pennsylvania, rather than in court, after first giving Notice of the Dispute (“Notice”) to the other party and the opportunity to discuss resolution within thirty (30) days of such Notice. The Notice to Zynerba should be sent to: Zynerba Pharmaceuticals, 80 W. Lancaster Avenue, Suite 300, Devon, PA 19333. This Notice must include a description of the nature and basis of the claims the party is asserting, and the relief sought.
If you and Zynerba are unable to resolve the claims described in the Notice within thirty (30) days after the Notice is sent, you or Zynerba may initiate arbitration proceedings. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the provisions of these Terms of Use as a court would. YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT.
The Federal Arbitration Act and federal arbitration law apply and the American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.
The arbitration shall be held in the State of Pennsylvania or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and us, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of Pennsylvania, including recognized principles of equity, and will honor all claims of privilege recognized by applicable law. The arbitrator’s award shall be confidential, final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Notwithstanding any provision in these Terms of Use to the contrary, you and we agree that if we make any change to this Section (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate this Section, any such termination shall not be effective until thirty (30) days after the version of the Terms of Use containing this Section is posted to the Site, and shall not be effective as to any claim that was filed in a proceeding against us prior to the effective date of termination.
CLASS ACTION WAIVER: YOU AND ZYNERBA AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
B. Claims and Disputes Must be Filed Within One Year
To the extent permitted by law, and without limiting the effect of any disclaimer contained herein, any cause of action or claim you may have with respect to your use of the Site, including, without limitation any Site-related product, services, or other content, must be commenced within one (1) year after the claim or cause of action arises. This section applies to you and your heirs, successors, and assigns.
XVI. Indemnification
You agree to indemnify and hold harmless Zynerba and its affiliates, and our respective officers, directors, employees, shareholders, agents, representatives, service providers and licensors, and their respective successors and assigns, from and against any damages (including reasonable attorneys’ and professional fees’ and litigation costs) arising out of or related to your breach of these Terms of Use or your misuse of this Site.
XVII. Privacy Policy
The privacy policy governing this Site is located at http://zynerba.com/about-us/privacy-policy/ (“Privacy Policy”). The Privacy Policy is incorporated by reference into, and is a part of, these Terms of Use. By using this Site, you agree to the terms of the Privacy Policy and you consent to the collection, use and disclosure of information in accordance with the Privacy Policy. Please be sure to read the Privacy Policy before using or submitting information to this Site.
XVIII. No Third-Party Beneficiaries
There are no third-party beneficiaries to the Terms of Use. We shall have the right to assign our rights or delegate any of its responsibilities under these Terms of Use to an affiliate or in connection with a merger, consolidation, or reorganization for the sale of substantially all of our assets.
XIX. Miscellaneous
THESE TERMS OF USE SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO CONFLICTS OF LAW RULES, AND THE EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTE SHALL BE THE COMMONWEALTH OF PENNSYLVANIA.
Our failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Use. We may assign our rights and duties under these Terms of Use to any party at any time without notice to you.
To the extent that any provision of these Terms of Use is deemed to be unlawful, void, or unenforceable, including the binding arbitration clause and class action waiver, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Use. Such determination shall not affect the validity and enforceability of any other remaining provisions.
XX. How to Contact Us
If you have any questions about these Terms of Use, please send us an email at privacy@zynerba.com, call us at: 484-581-7494, or write us at Zynerba Pharmaceuticals, Inc., 80 W. Lancaster Avenue, Suite 300, Devon, PA 19333.
These Terms of Use were last updated August 2021.