TERMS AND CONDITIONS

Crescendo Bioscience, Inc. maintains this Web site to provide general information about Crescendo Bioscience and its products and research. By using and/or visiting this Web site, you signify your assent to these terms and conditions, and the terms and conditions of Crescendo Bioscience’s Privacy Policy Statement (“Privacy Statement”), which is posted on this Web site at http://www.crescendobio.com/privacy-policy, and which is incorporated herein by reference (these terms and conditions, and the terms and conditions of the Privacy Statement, collectively the “Terms”). If you do not agree to these Terms, do not use this Web site. The information on this Web site is provided solely on an “AS IS” and “AS AVAILABLE” basis. Crescendo Bioscience is not engaged in rendering investment or medical advice via this Web site, nor does it provide instruction on the appropriate use of products produced, supplied or under development by Crescendo Bioscience, its affiliates, related companies or its licensors or joint venture partners. Access and use of this Web site is subject to the Terms set forth herein and all applicable laws, statutes and/or regulations. Crescendo Bioscience does not, by or through this Web site, offer for sale any products or services.

Crescendo Bioscience may revise or modify these Terms from time to time. Such changes, revisions or modifications shall be effective immediately upon posting on this Web site. If you disagree with the Terms, your sole remedy is to discontinue your use of this Web site. Any use of this Web site by you after such notice shall be deemed to constitute acceptance of the changes.

Crescendo Bioscience will use reasonable efforts to include accurate and up-to-date information on this Web site; however, any information presented on the Web site as of a particular date may only be accurate as of such date and Crescendo Bioscience disclaims any responsibility to update such information. Information about companies other than Crescendo Bioscience contained in news, press releases or otherwise that are posted on the Web site should not be relied upon as being provided or endorsed by Crescendo Bioscience.

You must exercise caution, good sense and sound judgment in using this Web site. You are prohibited from violating, or attempting to violate, the security of this Web site. Any such violations may result in criminal and/or civil penalties against you. Crescendo Bioscience will investigate any alleged or suspected violations and if a criminal violation is suspected, we will cooperate with law enforcement agencies in their investigations.

You are not obligated to register with Crescendo Bioscience in order to access the Web site. However, Crescendo Bioscience may offer certain features and services for which registration is necessary. If you register to use this Web site, you agree to provide, maintain and update true, accurate, current and complete information about yourself when registering. If you do not provide such information, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and your use of this Web site. You further understand that we do not seek to collect, via this Web site, any protected health information (PHI), as that term is defined in the HIPAA Privacy Rule. See 45 CFR Part 160 and Subparts A and E of Part 164. WE EXPLICITLY DISCLAIM LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.

In using this Site, you agree not to:

Send or otherwise transmit to or through this Web site or to us through e-mail any unlawful, infringing, harmful, harassing, defamatory, threatening, hateful or otherwise objectionable material of any kind, any material that can cause harm or delay to this Web site or computers of any kind, and any unsolicited advertising, solicitation or promotional materials;
Misrepresent your identity or affiliation in any way;
Use this Web site to disclose or obtain another’s personal information, or collect information about users of this Web site;
Gain unauthorized access to this Web site, or assist others to gain unauthorized access, or to disclose users’ names or personally identifiable information, or to gain or provide unauthorized access to other computers or Web sites connected or linked to this Web site;
Launch or use any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that access this Web site in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser;
Send or otherwise transmit to or through this Web site or to us through e-mail chain letters, unsolicited messages, so-called “spamming” or “phishing” messages, or messages marketing or advertising goods and services;
Transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment;
Violate any applicable laws or regulations or these Terms; or
Assist or permit any persons in engaging in any of the activities described above.
ALL CONTENT ON THIS WEB SITE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CRESCENDO BIOSCIENCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. CRESCENDO BIOSCIENCE MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THIS WEB SITE. You are responsible for verifying any information before relying on it. Use of the Web site and the content available on the Web site is at your sole risk. Crescendo Bioscience makes no representations or warranties that use of the Web site will be uninterrupted or error-free. You are responsible for taking all necessary precautions to ensure that any content you obtain from the Web site is free of viruses.

CRESCENDO BIOSCIENCE SHALL NOT BE HELD RESPONSIBLE FOR ANY ACTION TAKEN THAT IS BASED ON THE INFORMATION PRESENTED ON THE CRESCENDO BIOSCIENCE WEB SITE. CRESCENDO BIOSCIENCE EXPRESSLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE WEB SITE, INCLUDING THE CONTENT DISPLAYED ON OR ACCESSED FROM THE WEB SITE, EVEN IF CRESCENDO BIOSCIENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH THE USE OF THE WEB SITE, THE INABILITY TO USE THE WEB SITE OR ANY ERRORS OF OMISSIONS IN THE CONTENT OF THE WEB SITE. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECT IN OR DISSATISFACTION WITH THE WEB SITE IS TO CEASE USE OF THE WEB SITE. YOU MAY HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE.

You agree to indemnify, defend and hold Crescendo Bioscience and its directors, officers, employees, agents and contractors harmless from and against any and all claims, damages, losses, costs (including without limitation reasonable attorneys’ fees) or other expenses that arise directly or indirectly out of or from (i) your breach of any provision of these Terms; or (ii) your activities in connection with this Web site.

By submitting any communication or material to Crescendo Bioscience, you agree that: (1) if you are a healthcare professional you will not submit any information that would directly identify a patient or any information for which you do not have all necessary consents or authorizations to disclose; (2) you will only submit content that complies with applicable law and will not submit content that is abusive, defamatory, obscene, infringing, threatening, repetitive or otherwise inappropriate or that contains any viruses or other software that may adversely affect the operation of another’s computer; (3) such content will be deemed non-confidential; and (4) you grant to Crescendo Bioscience a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, modify, publish, perform, transmit, distribute, prepare derivative works of and display such content via any media in accordance with Crescendo Bioscience’s Privacy Statement, and waive any moral rights you may have in such content. Subject to the terms of Crescendo Bioscience’s Privacy Statement, Crescendo Bioscience shall be free to use such content, including any ideas, concepts, know-how or techniques contained in such content, for any reason.

It is the policy of Crescendo Bioscience to enforce its intellectual property rights to the fullest extent permitted by law. Crescendo Bioscience, Vectra, VectraView, and MyRA and the associated logos, regardless of whether or not they appear in large print or with a trademark symbol, are the trademarks and service marks of Crescendo Bioscience, its affiliates, related companies or its licensors or joint venture partners, unless otherwise noted. All content of the Crescendo Bioscience Web site, including any images or text, is protected by U.S. and foreign copyright laws and may not be distributed, downloaded, modified, reused, reposted or otherwise used except that you may view, use and download a single copy of this Web site for your informational, non-commercial use. Except as provided herein, no part of any content or software on this Web site may be copied, downloaded or stored in a retrieval system for any other purpose, nor may it be redistributed for any purpose, without the express written permission of Crescendo Bioscience. The use or misuse of Crescendo Bioscience’s trademarks, service marks, copyrights or other materials, except as permitted herein, is expressly prohibited and may be a violation of copyright law, trademark law, communications regulations and statutes and other laws, statutes and/or regulations.

This Web site is controlled and operated by Crescendo Bioscience, Inc. Crescendo Bioscience makes no representation that materials in the Web site are appropriate or available for use in all locations worldwide. You are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Access to this Web site from jurisdictions where the contents of this Web site are illegal or penalized is prohibited.

Crescendo Bioscience may terminate your use of this Web site or any of our features or services at any time, and for any reason, with or without notice, including for conduct violating these Terms. Upon any such termination, you must destroy all content obtained from this Web site and all copies thereof. The provisions of these Terms concerning Web site security, prohibited activities, copyrights, trademarks, user submissions, disclaimer, limitation of liability, indemnity and jurisdictional issues shall survive any such termination. You agree that if your use of this Web site is terminated pursuant to these Terms, you will not attempt to use this Web site under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you shall indemnify and hold us harmless from any and all liability that we may incur therefore.

Crescendo Bioscience reserves the right to seek all remedies available at law and in equity for violations of these Terms for using the Crescendo Bioscience Web site, including the right to block access from a particular Internet address to the Web site.

By choosing to visit this Web site or otherwise provide information to Crescendo Bioscience, you agree that any dispute over your use of this Web site or these Terms will be governed by the laws of the State of California and the United States of America. You also consent to the adjudication of any disputes arising in connection with this Web site in the state courts of San Mateo County in the State of California, and/or the federal courts in the Northern District of California. You agree to abide by all limitations of liability contained herein.You also agree to first contact Crescendo Bioscience regarding any claim or controversy arising out of or relating to these Terms, or any breach thereof. In the event such claim or controversy cannot be resolved informally, you and Crescendo Bioscience agree to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration or litigation. Any claim or controversy arising out of or relating to these Terms, or any breach thereof, except such claims or controversies for which injunctive relief is available, that cannot be resolved by mediation within 30 days shall be finally settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules including the Supplementary Procedures for Consumer-Related Disputes (collectively, “AAA Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The AAA Rules are available online at adr.org or by calling 1-800-778-7879. You agree that, by accepting these Terms, you and Crescendo Bioscience are each waiving the right to a trial by jury or to participate in a class action. These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. Unless Crescendo Bioscience and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your residence. If the claim or controversy is for $10,000 or less, Crescendo Bioscience agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator(s), through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If the claim or controversy exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the award of the arbitrator(s) shall be accompanied by a statement of the reasons upon which the award is based.If any provision of these Terms is unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

This Web site may contain forward-looking information. Such information is subject to a variety of significant uncertainties, including scientific, business, economic and financial factors, and therefore actual results may differ significantly from those presented. Links to third-party web sites or pages are provided for convenience only. We do not express any opinion on the content of any third-party web sites and expressly disclaim liability for all third-party information and the use of it.

Crescendo Bioscience’s Privacy Statement, as it may change from time to time, is a part of these Terms for using the Crescendo Bioscience Web site and is incorporated herein by this reference. Crescendo Bioscience reserves the right, and you authorize Crescendo Bioscience, to the use and assignment of all information regarding your use of this Web site and all information provided by you in any manner consistent with the terms of Crescendo Bioscience’s Privacy Statement.

If you have any questions about these terms and conditions, please let us know through our Contact Us page.

Effective Date: January 12, 2012