Last Updated: October 31, 2023
These Terms of Use set forth the terms and conditions under which you may access the www.engene.com website (the “Site”), which is a copyrighted work belonging to enGene Inc. and its affiliates (“enGene”).
BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THESE TERMS OF USE (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS OF USE (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS OF USE IF YOU ARE NOT AT LEAST 18 YEARS OLD OR HAVE NOT REACHED THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU RESIDE. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS OF USE, DO NOT ACCESS AND/OR USE THE SITE. IF AT ANY TIME YOU NO LONGER AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MUST CEASE USING THIS SITE.
Certain features of the Site may be subject to additional terms, guidelines or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms of Use.
TO THE FULLEST EXTENT PERMITTED BY LAW, THESE TERMS OF USE REQUIRE THE USE OF ARBITRATION (SECTION 6.2) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1. ACCESS TO THE SITE
1.1 License.
Subject to these Terms of Use, enGene grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, non-commercial use.
1.2 Disclaimer.
Do not disregard professional medical advice or delay in seeking medical advice or treatment from a qualified healthcare provider because of information obtained from the Site.
The information in the Site is provided “as is” and for general information only. While enGene endeavors to keep the materials on the Site current, healthcare information changes rapidly and the materials on the Site should not be relied upon to be fully comprehensive or error free. This information is not intended as medical advice and should not be relied upon as a substitute for professional consultation with a qualified healthcare provider familiar with your individual medical needs. enGene does not recommend, endorse or make any warranties or representations of any kind with regard to the accuracy, completeness, timeliness, quality, efficacy or non-infringement of any of the programs, materials, products or other information provided on the Site or by the companies or organizations linked or referred to in the Site.
1.3 Use
This Site and its contents are provided for your personal use and for information purposes only. Your use of this Site is at your own risk. enGene makes no representations of warranties of any kind with respect to this Site or its contents. enGene does not represent or warrant that the information provided through this Site (including any information with respect to projects, their characteristics, specifications, deadlines, impact or any certifications) is accurate, complete or current.
Any use of the Site for the purpose of sending, or to facilitate or encourage the sending of, unsolicited commercial electronic messages or unsolicited bulk communications is prohibited, and enGene may take appropriate technical measures to prevent such use.
You are prohibited from using the Site in any manner that may violate the rights of any third party, including any privacy rights, or otherwise in violation of applicable law.
You acknowledge and agree that enGene will have no obligation to provide you with any support or maintenance in connection with the Site. enGene disclaims any liability if your use of Content infringes the copyright or other intellectual property rights of any third party.
1.4 Modifications to the Site and Content
enGene reserves the right to suspend, delete, modify or supplement the Site or any content of this Site at any time, for any reason and at its sole discretion, with or without notice to you. enGene may terminate or suspend your access to all or part of the Site at any time with or without notice to you.
You acknowledge and agree that enGene will not be liable to you or to any third party for any modification, suspension, deletion, addition or discontinuation of the Site or any part thereof.
2. INTELLECTUAL PROPERTY
2.1 Ownership of the Site and Its Content
All information included on the Site and all texts, graphics, images, designs, illustrations, logos, icons, photographs, videos and written or other materials in any format included on the Site (the “Content”) are the property of enGene or its licensors. The overall design and appearance of this Site is proprietary to enGene.
All Content on the Site is protected by Canadian copyright, trademark and other legislation and applicable international treaties and conventions governing intellectual property law. Any and all trademarks, logos, service marks, project names, company names and trade names appearing on the Site or which enGene uses in connection with the Site are and remain the property of enGene or its licensors.
2.2 Restrictions
You may download, view, copy and print Content solely for personal non-public, informational purposes provided that any and all copyright, trademark and other intellectual property right notices appear on all copies, that the Content is not modified or altered in any way and that no graphics are used separate from the accompanying text. Any Content downloaded is at your own risk.
You may not use any Content in a manner that suggests an association with any of our projects, products, services or Marks. You may not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any Content displayed on the Site. You may not add, delete, distort or misrepresent any Content on the Site. You are not authorized to make derivative works of, reverse compile, reverse-engineer, disassemble any portion of the Site or otherwise convert it to any other form. Any attempt to defeat or circumvent any security features of the Site or Content is prohibited. You are not authorized to access the Site in order to build a similar or competitive website, product, or service.
2.3 User Communications
The content of any communication, suggestion or material that you provide to enGene through the Site, including any ideas, comments or suggestions (collectively, “Feedback”), will not be treated as your confidential or proprietary information. You agree that you will not submit to enGene any information or ideas that you consider to be confidential or proprietary. enGene is free to use any ideas, concepts or know-how contained in any such Feedback for any purpose, including but not limited to develop projects, products or services using such information. You hereby assign to enGene all rights in such Feedback and waive any moral rights you may have in such Feedback.
3. DISCLAIMERS
3.1 Exclusion of Warranty
The Site and its Content are provided on an “as is” and “as available” basis. enGene and its officers, directors, employees, agents, affiliates, suppliers, licensors, successors and assigns (the “enGene Parties”) disclaim all warranties and conditions, express, implied, legal or statutory, including, but not limited to, any implied or legal warranties of quality, merchantability, title, non-infringement and fitness for a particular purpose, and expressly disclaim any representation or warranty that the Site will be free from errors, viruses or other harmful components, that the functionalities will be uninterrupted, that communications to or from the Site will be secure and not intercepted, or that the Content will be accurate, complete, current, adequate, or timely. enGene assumes no responsibility, and shall not be liable for, any damages resulting from, any virus that may infect your computer equipment or other property on account of your access to or use of the Site or your downloading of any Content. To the fullest extent permitted by applicable law, in no event shall the enGene Parties be held liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other 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 Site or the Content, even if advised of the possibility of such damage.
3.2 Third Party Links
To the extent that any links to any third-party websites, applications and/or display advertisements for third parties (“Third-Party Content”) are included on the Site, please note that this Third-Party Content is not under the control of enGene. enGene does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Content and is not responsible for the contents of any such Third-Party Content and is providing these links to Third Party Content to you only as a convenience only. The inclusion of any link does not imply any endorsement by enGene of the content of linked Third Party Content or the entities operating such Third-Party Content. Your use of this Third-Party Content is subject to the terms and conditions of use and the privacy policy of such Third-Party Content. You should use an appropriate level of caution and discretion using Third Party Content and in proceeding with any transaction in connection with such Third-Party Content.
If you wish to link your website to this Site, you may only link to the home page of the Site. enGene is not responsible for the content of any website linked by a third party to this Site.
4. LIMITATION ON LIABILITY
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, OR OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOLLOWING LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ENGENE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OF USE OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF ENGENE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED UNITED STATES DOLLARS (U.S. $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
5. RELEASE
You hereby release and forever discharge the enGene (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Content. If you are a California resident, you hereby waive California Civil Code 1542 in connection with the foregoing, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
6. DISPUTE RESOLUTION
This Section applies to the maximum permitted by applicable law.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with enGene and limits the manner in which you can seek relief from us.
6.1 Severability.
Except as provided in Section 6.6 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
6.2 Applicability of Arbitration Agreement.
You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Site, to any products sold or distributed through the Site, or to any aspect of your relationship with enGene, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify; and (b) you or enGene may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
6.3 Arbitration Rules and Forum.
The U.S. Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent at: The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
6.4 Authority of Arbitrator.
The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and enGene. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Arbitration Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
6.5 Waiver of Jury Trial.
YOU AND ENGENE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and enGene are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 6.2 (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
6.6 Waiver of Class or Other Non-Individualized Relief.
ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
To the fullest extent permitted by applicable law, if a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other disputes, claims, or requests for relief shall be arbitrated.
6.7 Survival of Agreement.
This Arbitration Agreement will survive the termination of your relationship with enGene.
7. TERM AND TERMINATION
These Terms of Use will remain in full force and effect while you use the Site, unless otherwise terminated. enGene may suspend or terminate your rights to use the at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms of Use.
Upon termination of your rights under these Terms of Use, your right to access and use the Site will terminate immediately. enGene will not have any liability whatsoever to you for any termination of your rights under these Terms of Use. Even after your rights under these Terms of Use are terminated, the following provisions of these Terms of Use will remain in effect: Sections 1.2 to 1.4 and 2 to 6.
8. CHANGES TO THE TERMS OF USE
enGene may modify these Terms of Use at any time. If enGene makes any substantial changes to these Terms of Use, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on the Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.
Any changes to these Terms of Use will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on the Site. These changes will be effective immediately for new users of the Site. You should visit this page regularly to review the current Terms of Use. Your use of the Site following a modification to the Terms of Use constitutes your agreement to the revised version of the Terms of Use. Continued use of the Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
9. GENERAL
9.1 Export.
The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from enGene, or any products utilizing such data, in violation of the United States export laws or regulations.
9.2 Disclosures.
enGene is located at the address in Section 9.6. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
9.3 Electronic Communications.
The communications between you and enGene use electronic means, whether you use the Site or send us emails, or whether enGene posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from enGene in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that enGene provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
9.4 Language
For users in the Province of Quebec/pour les utilisateurs du Québec: You acknowledge and agree that a French version of these Terms of Use and related documents has been made available to you and that you have agreed to be bound by the English version. Vous reconnaissez que vous avez reçu une version française des présentes modalités d’utilisation et des documents y afférant et que vous avez convenu d’être lié par la version anglaise.
9.5 Interpretation.
Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other. These Terms of Use, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without enGene’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. enGene may freely assign these Terms of Use. The terms and conditions set forth in these Terms of Use shall be binding upon assignees.
9.6 Copyright/Trademark Information.
Copyright © 2023, enGene, Inc. All rights not expressly granted are reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
9.7 Contact Information:
enGene Inc.
7171 Rue Frederick Banting
Montreal, QC
H4S 1Z9 Canada
Email: info@engene.com
