Terms of Service

These Terms of Service ("Terms") form a legal agreement between you and Gilead Vanguard Technology LLC, a New York limited liability company ("Gilead Vanguard", "we", "us" or "our"), governing your access to and use of our website at gileadtechnologies.com and any services we provide to you (collectively, the "Services").

By accessing or using the Services you confirm that you are at least 18 years old, that you have the authority to bind any organisation on whose behalf you are acting, and that you agree to be bound by these Terms. If you do not agree, do not use the Services.

If you and Gilead Vanguard have signed a separate written agreement covering specific products or services (for example, a master services agreement or statement of work), that signed agreement controls in the event of a conflict with these Terms with respect to the subject matter of that agreement.

Some Services may require you to create or be issued an account. You agree to provide accurate, current and complete information, to keep it up to date and to safeguard your credentials. You are responsible for all activity that occurs under your account and must notify us promptly of any suspected unauthorised access.

You will not, and will not allow any third party to:

• Use the Services in violation of any applicable law, regulation, export control or sanctions regime, or any third-party right.
• Attempt to interfere with, disrupt or compromise the integrity, security or performance of the Services or related systems.
• Reverse engineer, decompile or attempt to derive the source code of the Services, except to the extent expressly permitted by applicable law.
• Use the Services to develop a competing product or to benchmark them without our prior written consent.
• Upload, transmit or distribute content that infringes intellectual-property rights, contains malware, or is unlawful, harmful, deceptive or harassing.
• Use the Services for any activity that violates fundamental human rights or applicable export, sanctions or anti-corruption laws.

The Services, including all underlying software, content, documentation, trademarks and the look-and-feel of our website, are owned by Gilead Vanguard or its licensors and are protected by intellectual-property and other applicable laws. Except for the limited rights expressly granted in these Terms or in a separate signed agreement, no licence is granted to you by implication, estoppel or otherwise.

You retain all rights in content you submit through the Services. You grant Gilead Vanguard a worldwide, non-exclusive, royalty-free licence to host, process and display that content solely as needed to provide the Services and to comply with law.

If you choose to provide suggestions, comments or other feedback regarding the Services, you grant Gilead Vanguard a perpetual, irrevocable, worldwide, royalty-free licence to use, modify and incorporate that feedback into the Services without obligation to you.

The Services may interoperate with products, components or services provided by third parties that are not owned or controlled by Gilead Vanguard. Your use of any third-party offering is governed by its own terms, and Gilead Vanguard is not responsible for it.

Each party may disclose information that is marked as confidential or that a reasonable person would understand to be confidential under the circumstances. The receiving party will use at least the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care), will not disclose it except to personnel and advisers who need to know and who are bound by confidentiality obligations, and will use it only as necessary to perform under these Terms or any signed agreement.

EXCEPT AS EXPRESSLY PROVIDED IN A SIGNED AGREEMENT BETWEEN YOU AND GILEAD VANGUARD, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GILEAD VANGUARD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE FROM ALL SECURITY THREATS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GILEAD VANGUARD WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, GOODWILL OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO GILEAD VANGUARD IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU.

You agree to defend, indemnify and hold harmless Gilead Vanguard, its affiliates and their respective officers, directors, employees and agents from and against any claim, loss, liability or expense (including reasonable attorneys' fees) arising out of your breach of these Terms, your violation of applicable law, or your misuse of the Services.

We may suspend or terminate your access to the Services at any time, with or without notice, if we reasonably believe that you have violated these Terms, that your use poses a risk to the security or integrity of the Services or other users, or that we are required to do so by law. Upon termination, the rights granted to you under these Terms will cease, and provisions that by their nature should survive termination (including intellectual-property ownership, disclaimers, limitations of liability, indemnification and dispute resolution) will continue to apply.

These Terms are governed by the laws of the State of New York, United States, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York, for any dispute arising out of or related to these Terms, and waive any objection to that jurisdiction. To the extent permitted by applicable law, the parties waive any right to a jury trial.

We may update these Terms from time to time. Updates take effect when posted to this page; we will indicate the effective date at the top of the page. Where changes are material we will provide additional notice through the Services or by another reasonable means. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms.

These Terms, together with any separate signed agreement covering specific Services, constitute the entire agreement between you and Gilead Vanguard regarding the subject matter and supersede any prior or contemporaneous understandings on that subject. If any provision is held to be unenforceable, the remaining provisions will continue in full force and effect. Our failure to enforce a provision is not a waiver of our right to do so later. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, financing or sale of all or part of our business.

Questions about these Terms may be sent to legal@gileadtechnologies.com or by post to Gilead Vanguard Technology LLC, 167 Madison Ave, Ste 205, #590, New York, NY 10016, United States.