Terms of Use

Zentalis™ Website – Terms of Use

Effective Date: December 6, 2019

Welcome to the Zentalis Pharmaceuticals, LLC (“Zentalis”) website (“Site”).  Zentalis provides the content and services available on the Site subject to these Terms of Use (“Terms”).  These Terms relate only to this Site and are a legally binding contract between you and Zentalis regarding your access to and use of the Site.

Please read and review these Terms carefully prior to accessing or using the Site.  As noted below in Section 3, this Site is not intended for and should not be used as a substitute for medical advice and treatment. By accessing or using this Site, you acknowledge that you have read, understood and agreed to these Terms.  IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THIS SITE.

1. Privacy
Zentalis respects your privacy.  We invite you to review our Privacy Policy  which is incorporated herein by reference so that you may understand how we collect, use and disclose your information.

2. Other Policies and Terms
In your use of the Site, you may find additional terms, policies, rules, or guidelines posted on or linked to from the Site that are applicable to the Site or certain sections, offerings, features or functionality of the Site (collectively, “Supplemental Terms”). Supplemental Terms are incorporated by this reference into these Terms.

3. Medical and Other Information
The information provided on this Site is for general informational purposes only.  Although Zentalis intends to be as accurate as possible in providing the content on this Site, we do not warrant that the content available on the Site is accurate, complete, reliable, current, or error-free.  This Site may contain typographical errors or inaccuracies and may not be complete or current.  Zentalis reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice. You agree that your access to and use of this Site and the content it displays is at your own risk.

In particular, this Site may contain information relating to certain cancers, diseases or other medical conditions and their treatment.  You may not rely on the content of this Site for diagnosis or treatment or as a substitute for the advice of a doctor or other qualified health care provider.  A doctor or other qualified health care provider should always be consulted regarding diagnosis and treatment.

4. Third Party Properties. This Site may link to, reference or incorporate third party websites, software or other materials (“Third Party Properties”).  Any links or references are provided for your convenience only.  Such links and references do not imply that Zentalis or its affiliates endorse or recommend these Third Party Properties.  Such Third Party Properties may also refer to or link to this Site.  Zentalis has no control over any Third Party Properties, is not responsible for examining or evaluating them and makes no warranties or representations of any kind as to the accuracy, completeness or functionality of any Third Party Properties.  Your access and use of Third Party Properties is at your own risk. Zentalis does not assume any responsibility or liability in connection with Third Party Properties, including without limitation, their privacy policies, terms, licenses or functionality. You should carefully review the privacy policies, terms and/or licenses applicable to Third Party Properties. 

5. Proprietary Rights and Intellectual Property
The look and feel, graphics, design, information, data, features, audio, video and software (including source code or object code) presented on this Site as well as the compilation of these elements and the trademarks, logos and service marks included therein (collectively, the "Content") is the property or Zentalis or its affiliates, partners or licensors, and is protected by US, foreign and international intellectual property and other laws.  Your rights to access and use this Site and the Content are restricted to those set forth in the limited license in Section 6 hereof.  Zentalis reserves all rights to the Site and Content not expressly granted in these Terms. 

6. License
Zentalis grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, license to access and use the Site solely for your personal, non-commercial use; provided however that you shall not with respect to the Site or any portion thereof (i) reproduce, distribute, display, modify, reverse engineer, create derivative works from, frame or utilize framing techniques to enclose; (ii) interfere with or circumvent any element including but not limited to any security feature; (iii) transmit, upload, post, share, distribute, reproduce, or otherwise make available any viruses, malware, program, code, file, or other material or software intended to interrupt, disrupt, alter, harm or limit any part of the Site; (iv) use any tools, meta tags, "hidden text", spiders crawlers or robots to scrape, index, mine, collect, republish, redistribute, transmit, sell, license or download the Site, Content (except caching or as necessary to view the Site) or any personal information; (v) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity; (vi) "stalk" or otherwise harass, entrap or harm any third party nor encourage others to do so; (vii) engage in any unsolicited or unauthorized advertising or solicitation including chain letters, mass mailings, or any form of "spam”; or (viii) violate any applicable law or the rights of any third party.

The foregoing license includes a limited, revocable, non-transferable, and non-exclusive license to create a hyperlink to (but not replicate) the home page of the Site (but no other page) for personal, non-commercial use only. Hyperlinks to the home page may not (i) suggest or imply that Zentalis endorses or recommends any Third Party Properties or their services or products; (ii) misrepresent any relationship to Zentalis; (iii) contain material that could be construed (as determined in our sole discretion) as distasteful, obscene, offensive controversial or illegal or inappropriate to any audience; (iv) portray Zentalis or its business or products in a false, misleading, derogatory, or otherwise offensive or objectionable manner, or (v) associate Zentalis with undesirable products, services, or opinions.  Zentalis may, in its sole discretion, require that hyperlinks be removed and you agree to remove such hyperlinks upon request from Zentalis.

The foregoing license is subject to your full compliance with these Terms.  Any unauthorized use of the Site or Content shall immediately and automatically terminate this limited license without prejudice to any other remedy provided by applicable law or these Terms.

7. Your Feedback and Communications. 
Subject to our Privacy Policy, any communication, feedback or other material that you provide to Zentalis through this Site or via email addresses published on this site, e.g., Legal@Zentalis.com, Careers@Zentalis.com, such as any questions, comments or suggestions (“Your Content”) shall be treated as not confidential. Zentalis has no obligation with respect to Your Content and is free to use Your Content, including ideas, know-how, techniques or concepts contained therein for any purpose including but not limited to use by Zentalis for its business and the development and manufacture of medicines.  You hereby grant Zentalis and its affiliates an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit Your Content in any manner and for any purpose.

8. No Warranties
THIS SITE IS MADE AVAILABLE "AS IS" AND ON AN “AS AVAILABLE” BASIS.  NEITHER ZENTALIS NOR ITS, AFFILIATES, BUSINESS PARTNERS, SERVICE PROVIDERS, AGENTS OR LICENSORS (COLLECTIVELY, “ZENTALIS ENTITIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS, THE SITE OR ITS CONTENT OR FEATURES INCLUDING BUT NOT LIMITED TO NO WARRANTY THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS. 

9. Limitation of Liability
YOU UNDERSTAND AND AGREE THAT YOUR USE OF ANY PORTION OF THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND THAT ZENTALIS ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM YOUR USE OF THE SITE INCLUDING BUT NOT LIMITED TO DAMAGES TO YOUR PROPERTY (INCLUDING YOUR HARDWARE USED TO ACCESS THE SITE SUCH AS A COMPUTER OR MOBILE DEVICE), COMPUTER VIRUSES OR MALFUNCTIONS, OR ANY LOSS, MISDELIVERY OR CORRUPTION OF DATA IN CONNECTION WITH YOUR USE OF THE SITE.  IF YOU ARE DISSATISFIED WITH THE SITE, TERMINATION OF YOUR USE OF THE SITE IS YOUR SOLE REMEDY.

TO THE FULLEST EXTENT PERMITTED BY LAW, WITH RESPECT TO ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR USE OF OR ACCESS TO THIS SITE OR ANY MATERIALS OR CONTENT ON THE SITE OR THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ZENTALIS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGES, IN NO EVENT WILL THE ZENTALIS ENTITIES OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE TO YOU FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS); (II) AGGREGATE LIABILITY EXCEEDING $100; OR (III) ANY CLAIM BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE.

THIS LIMITATION OF LIABILITY AND ANY DISCLAIMERS OF WARRANTIES OR EXCLUSION OF DAMAGES HEREIN ALLOCATE THE RISKS BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF BASIS FOR THE BARGAIN BETWEEN THE PARTIES.  EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THESE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10. Indemnity. You agree to defend, indemnify and hold harmless Zentalis Entities and their respective officers, directors and employees (together, the “Zentalis Indemnitees”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or connected with: (a) your use of the Site in a manner not authorized by these Terms; (b) your violation of any portion of these Terms or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property, publicity, privacy, confidentiality, proprietary or other right in connection with your use of the Site; or (d) any dispute or issue between you and any third party in connection with your access to or use of the Site.  Zentalis Indemnitees reserve the right, at their own expense, to assume the exclusive defense and control of any matter that is subject to indemnification by you. In that event, you agree to cooperate with Zentalis Indemnitees in the defense of such claims and that such defense in no way limits your obligations of indemnification under these Terms.

11. Termination. If you violate any provision of these Terms, your authorization to access and use the Site pursuant to these Terms automatically terminates. In addition, Zentalis may, in its sole discretion and with or without notice, terminate these Terms or suspend or terminate your access to the Site.  

12. Modification of these Terms
Zentalis may modify these Terms at any time by posting the changes on the Site. Your continued use of the Site constitutes your agreement to any such modified Terms.  Zentalis reserves the right, with or without prior notice, to terminate any of the rights granted to you by these Terms and you agree to comply immediately with any termination or other notice you receive including by ceasing any use of the Site.

13. Consent to Receive Notices Electronically by Posting on the Site and Via Email
You consent to receive any notices or other communications relating to this Site or referenced in these Terms (collectively, "Notices") electronically including without limitation by e-mail or by posting on this Site.  You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing.  In order to withdraw your consent to receive electronic Notices, please send an email to Legal@Zentalis.com.  Upon your withdrawal of consent to receive electronic Notices, all rights granted to you herein shall terminate as Zentalis cannot provide the benefits of this Site to any user that cannot consent to receipt of Notices electronically.

14. Governing Law. These Terms and your use of the Site are governed by the laws of the State of New York without regard to its conflicts of laws principles. Any legal action or proceeding related to the Site shall only be brought in a federal or state court of competent jurisdiction sitting in New York.

15. Dispute Resolution; No Class Actions
You and Zentalis agree that every dispute arising in connection with these Terms will only be brought in the state and federal courts sitting in the State of New York.  YOU AND ZENTALIS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

16.  Miscellaneous. Use of headings in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any provision of these Terms is held to be invalid, void or unenforceable, such provision will be given effect to the greatest extent possible under the circumstances and shall otherwise be severable without affecting the enforceability of the remaining provisions of these Terms which shall continue in full force and effect.  The failure to require performance of any provision of these Terms will not affect our right to require performance at any other time, nor will a waiver of any breach or default of these Terms constitute a waiver of such provision or any subsequent breach or default. Nothing contained in these Terms shall be construed as creating any agency, partnership, or other form of joint enterprise between you and Zentalis. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent.  Zentalis may assign these Terms at any time without notice or consent.You acknowledge and agree that these Terms constitute the complete agreement you and Zentalis concerning your use of the Site.

17. Contact Information. If you have any questions relating to these Terms, you may contact Zentalis at Legal@Zentalis.com.

18. Notice to California Residents. If you are a California resident, in accordance with California Civil Code Section 1789.3, Zentalis informs you that the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.

Copyright © Zentalis Pharmaceuticals, LLC.  All worldwide rights reserved.