July 22, 2016

Please read these Terms and Conditions ("License") carefully before using the Alzheimer’s Drug Discovery Foundation’s (ADDF) website. By using the ADDF’s website (including all subdomains), you are entering into and agreeing to be bound by the terms of this license and the Terms and Conditions of the ADDF PRIVACY POLICY incorporated herein by reference.

ADDF reserves the right to update or change these Terms and Conditions at any time and for any reason. If the ADDF makes changes to this policy, the date of revision will be posted above, and your continued use of the ADDF website will be subject to your agreement with the revised terms of use. By continuing to use the ADDF website, you agree to be bound by any such revisions and, therefore, you should review this page of the website periodically.

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE ADDF WEBSITE.

Capitalized and non-capitalized terms, unless otherwise defined, have the meaning specified within the Definitions section below. This Agreement constitutes the entire and only agreement between you and the ADDF, and supersedes all other agreements, representations, warranties, and understandings with respect to the ADDF website and the subject matter contained herein.

Definitions

"ADDF" refers to the Alzheimer's Drug Discovery Foundation, LLC, a corporation incorporated under the laws of New York, or its subsidiaries or affiliates that own, have any interest in, or have any rights to the ADDF website.

"ADDF website" refers to any information viewed or downloaded from http://www.alzdiscovery.org or from affiliated sites administered by the Alzheimer’s Drug Discovery Foundation such as www.cognitivevitality.org, via desktop or mobile format.

"Content" collectively refers to all text, information, graphics, audio, video, and data offered through an ADDF website.

"Material" refers to any text, information, graphics, and data provided or posted on an ADDF website.

"Professional Information" refers to information related to various professional fields such as, without limitation, medicine, pharmacy practice, law, public policy, and health economics.

"Service" represents the collective functionality and features as offered through an ADDF website to its Users.

"Us" or "we" or "our" refers to the ADDF.

"User" is a collective identifier that refers to an individual or entity that has accessed an ADDF website.

"You" or "your" means the person or entity that uses an ADDF website, and its employees, directors, officers, representatives, and agents.

1. The ADDF Website

The ADDF website provides information, inter alia, about the mission of the ADDF and the work it does in support of that mission. Your ability to use any functionalities and features may be affected by the device used to access the site, as well as Your device operating system, web browser release version, and wireless service.

2. General

The ADDF website is licensed, not sold, to You by the ADDF for use strictly in accordance with the terms and conditions of this License. The term "ADDF website" is defined above and refers to and consists of the following: (i) information and software on the ADDF website accompanying this License, including, without limitation, any code, scripts, interfaces, graphics, displays, text, documentation, and other components; (ii) any updates, modifications, or enhancements and (iii) any specific subdomain or affiliated website administered by the ADDF to which the ADDF website directs You via any browser located on Your device.

3. License Grant and Restrictions on Use

3.1 License Grant. Subject to the terms and conditions of this License Agreement, ADDF hereby grants to You a personal, royalty-free, non-assignable, non-transferable, and non-exclusive license to use the ADDF website solely (i) for Your personal and non-commercial use, (ii) as intended through the normal functionality of the ADDF website and (iii) in accordance and compliance with the terms of this Agreement. All rights relating to the ADDF website that are not expressly licensed in these Terms and Conditions, whether now existing or which may hereafter come into existence, are reserved for the ADDF. This License Agreement inures to the benefit of ADDF's successors, assigns, licensees, and sublicensees.

3.2 Restrictions on Use. You agree to use the ADDF website strictly in accordance with the terms of this License and agree that you will not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the ADDF website; (b) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the ADDF website; (c) violate any applicable laws, rules, or regulations in connection with Your access or use of the ADDF website; or (d) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of ADDF or its affiliates, partners, suppliers, or the licensors of the ADDF website.

4. Intellectual Property Rights

4.1 Rights to ADDF website. You acknowledge and agree that the ADDF website and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and remain, the property of ADDF or its licensors. Except as expressly stated in this License, You are not granted any intellectual property rights in or to the ADDF website by implication, estoppel or other legal theory, and all rights in and to the ADDF website not expressly granted in this License are hereby reserved and retained by the ADDF.

4.2 Third Party Software. The ADDF website may utilize or include third party software that is subject to open source and third party license terms ("Third Party Software"). You acknowledge and agree that Your right to use such Third Party Software as part of the ADDF website is subject to and governed by the terms and conditions of the open source or third party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms, and disclaimers contained therein. In the event of a conflict between the terms of this License and the terms of such open source or third party licenses, the terms of the open source or third party licenses will control with regard to Your use of the relevant Third Party Software. In no event will the ADDF website or components thereof be deemed to be "open source" or "publicly available" software.

4.3 ADDF Marks. You acknowledge and agree that the following company names and their related logos and all related product and service names, design marks, and slogans are trademarks and service marks owned by and used under license from ADDF: "ADDF" (the "ADDF Trademarks"). You are not authorized to use the ADDF Trademarks in any advertising, publicity, or in any other commercial manner without the prior written consent of the ADDF, which may be withheld for any or no reason.

4.4 Infringement Acknowledgement. You and the ADDF acknowledge and agree that, in the event of a third party claim that the ADDF website or Your possession or use of the ADDF website infringes any third party's intellectual property rights, You (and not ADDF) will be responsible for the investigation, defense, settlement, and discharge of any such claim of intellectual property infringement made against You. You will, however, promptly notify ADDF in writing of such a claim.

5. Third Party Content and Services

5.1 General. You acknowledge that the ADDF website now or in the future may permit access to products, services, websites, advertisements, promotions, recommendations, advice, information, and materials created and provided by the ADDF, the ADDF website and other third parties ("Third Party Content and Services").

5.2 Disclaimer. You acknowledge that ADDF does not investigate, monitor, represent or endorse any Third Party Content and Services (including any third party websites available through the ADDF website). Furthermore, Your access to and use of the Third Party Content and Services is at Your sole discretion and risk, and ADDF and its affiliates, partners, and suppliers have no liability to You arising out of or in connection with Your access to and use of the Third Party Content and Services. ADDF hereby disclaims any representation, warranty or guaranty regarding the Third Party Content and Services, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guaranty regarding the availability, quality, reliability, features, appropriates, accuracy, completeness, or legality of the Third Party Content and Services.

5.3 Third Party Terms of Service. You acknowledge and agree that Your access to, and use of, any Third Party Content and Services and any correspondence or business dealings between You and any third party located using the ADDF website may be governed by and require Your acceptance of the terms of service of such third party, including, without limitation, any terms, privacy policies, conditions, representations, warranties, or disclaimers contained therein.

6. Term and Termination

6.1 Term. This License is effective until terminated.

6.2 Termination. ADDF may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this License and the rights afforded to You hereunder with or without prior notice. Furthermore, if You fail to comply with any terms and conditions of this License, then this License and any rights afforded to You hereunder terminates automatically, without any notice or other action by ADDF. Upon the termination of this License, You must cease all use of the ADDF website and its contents.

7. Disclaimer of Warranties

7.1 Disclaimers. ADDF attempts to ensure that all information provided in the ADDF website is accurate and reliable, but errors may occur. All information, Materials, Services, and advice contained on or provided through the ADDF website, including all text, graphics, links, and animation are provided on an "as-is" basis without any warranties of any kind, either express or implied.

To the maximum extent permitted by law, ADDF disclaims all representations and warranties, express or implied, including, but not limited to: warranties of merchantability, fitness for a particular purpose, title, non-infringement, freedom from computer virus strains, and implied warranties arising from course of dealing or course of performance.

7.2 YOU ACKNOWLEDGE AND AGREE THAT THE ADDF WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE ADDF WEBSITE AND ANY THIRD PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. ADDF, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE "ADDF PARTIES") HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND GUARANTIES REGARDING THE ADDF WEBSITE AND THIRD PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, THE ADDF PARTIES MAKE NO WARRANTY THAT (I) THE ADDF WEBSITE OR THIRD PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE ADDF WEBSITE OR THIRD PARTY CONTENT AND SERVICES WILL BE UNINTERRUPED, ACCURATE, RELIABLE, TIMELY, SECURE, OR ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE ADDF WEBSITE WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE ADDF WEBSITE OR THIRD PARTY CONTENT AND SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE ADDF PARTIES OR FROM THE ADDF WEBSITE WILL CREATE ANY REPRESENTATION, WARRANTY, OR GUARANTY. FURTHERMORE, THE ADDF PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ADDF WEBSITE, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY FOR ANY SPECIFIC CLINICAL CIRCUMSTANCE. THE ADDF PARTIES HAVE RELIED UPON PUBLICLY AVAILABLE PEER-REVIEWED SOURCES IN THE DEVELOPMENT OF THE ADDF WEBSITE AND ARE NOT LIABLE FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF ANY CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU THROUGH THE ADDF WEBSITE OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE.

7.3 Professional Information Disclaimer. The ADDF website may make available certain information related to various professional fields such as, without limitation, medicine, pharmacy practice, law, public policy, and health economics ("Professional Information"). Professional Information is provided for educational and informational purposes only, and should not be interpreted as medical advice, professional advice, or a recommendation for a specific treatment plan, product, policy, or course of action.

ADDF is not engaged in rendering professional services or advice via any ADDF website and you should not construe the publication or availability of any Professional Information and related Content on an ADDF website as such, or as an endorsement by the ADDF or its affiliates of the views expressed therein. ADDF makes no warranty or guarantee of any strategy, recommendation, treatment, action, or suggested use of medication made on the ADDF website.

Use of Professional Information or other Content does not substitute for consultations with a qualified medical, legal, or other relevant professional, and you are strongly encouraged to review and verify the ADDF website Content with such qualified professionals.

8. Limitation of Liability

8.1 IN NO EVENT SHALL ADDF, NOR ANY OF ITS AFFILIATES, DIRECTORS, MANAGERS, EMPLOYEES, OR OTHER REPRESENTATIVES, INCLUDING ITS EXPERT ADVISORS, BE LIABLE FOR ANY DIRECT DAMAGES. IN NO EVENT SHALL ADDF, NOR ANY OF ITS SHAREHOLDERS, AFFILIATES, DIRECTORS, MANAGERS, EMPLOYEES, OR OTHER REPRESENTATIVES, BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO: PERSONAL INJURY, WRONGFUL DEATH, LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OF SERVICE, OR LOSS OF DATA, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR FUNDAMENTAL BREACH), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, OR THE INABILITY TO USE, ANY ADDF WEBSITE OR ANY SERVICE OFFERED THROUGH ANY ADDF WEBSITE OR ANY MATERIAL OR INFORMATION CONTAINED IN OR ACCESSED THROUGH ANY ADDF WEBSITE. IN NO EVENT IS ADDF LIABLE FOR ANY DAMAGES CAUSED BY YOUR OR ANY THIRD PARTY'S ACTS OR OMISSIONS. IN NO EVENT WILL ANY ADDF PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OF OR INABILITY TO USE ANY ADDF WEBSITE OR THE THIRD PARTY CONTENT AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH ADDF PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME CANADIAN PROVINCES OR U.S. STATES OR OTHER JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF THE ADDF PARTIES IS LIMITED TO THE GREATEST EXTENT PERMITTED BY THE LAWS OF THOSE JURISDICTIONS.

8.2 Limitations of Use. User acknowledges that the information on the ADDF website has not been reviewed or approved by any government official or professional organization, unless specifically stated otherwise. The information from any ADDF website is intended as an adjunct for planning and cannot be considered to be a substitute for professional judgment.

9. Indemnification

9.1 You agree to indemnify, defend and hold harmless ADDF and its affiliates, partners, suppliers, and licensors, and each of their respective officers, directors, agents, and employees (the "Indemnified Parties") from and against any claim, proceeding, loss, damage, fine, penalty, interest, and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (i) Your access to or use of any ADDF website or Third Party Content and Services; (ii) Your breach of this License; (iii) Your violation of law; (iv) Your negligence or willful misconduct; or (v) Your violation of the rights of a third party, including the infringement by You of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity. These obligations will survive any termination of the License.

9.2 Indemnification. To the extent not prohibited under applicable law, Users shall defend, indemnify and hold harmless ADDF and its directors, officers, medical and professional staff, employees and agents (“ADDF Indemnities”) against any and all third-party actions, suits, claims, demands, judgments, damage, expense (including reasonable legal fees), or prosecutions that may be brought or instituted against ADDF and/or any ADDF Indemnities based on or arising out of any use by a User, or their Affiliates of any ADDF website or of any results generated thereunder or of written materials containing information from any ADDF website. ADDF reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations.

10. Compatibility

ADDF does not warrant that any ADDF website will be displayed properly, compatible, or interoperable with Your Device or any other piece of hardware, software, equipment, or device installed on or used in connection with Your Device. Furthermore, You acknowledge that display, compatibility, and interoperability problems can cause the performance of Your Device to diminish or fail completely, and may result in permanent damage to Your Device, loss of the data located on Your Device, and corruption of the software and files located on Your Device. You acknowledge and agree that ADDF and its affiliates, partners, suppliers, and licensors will have no liability to You for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.

11. Product Claims

You acknowledge that You (not ADDF) are responsible for addressing any third party claims relating to Your use or possession of the ADDF website, and agree to notify ADDF of any third party claims relating to the ADDF website of which You become aware. Furthermore, You hereby release ADDF from any liability resulting from Your use or possession of the ADDF website, including, without limitation, the following: (i) any product liability claims; (ii) any claim that the ADDF website fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection or similar legislation.

12. Refund of Online Donations

Charitable contributions to ADDF are generally not refundable. Refunds will be given for all charitable contributions to ADDF, which are clearly made in error (for example, an erroneous duplicate payment or a payment which the donor clearly intended to make to another individual or entity). A donor who receives a refund for a charitable contribution is responsible for correcting any tax filings made relating to the charitable contribution.  

13. Miscellaneous

13.1 Governing Law. This License is deemed to take place in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law principles. Any disputes arising from this License will be adjudicated in the courts of the City of New York.

13.2 Contact Information. Please direct any questions, complaints or claims related to this License or Your use of the ADDF website to ADDF's communications staff at: info@alzdiscovery.org or 212.901.8000.

13.3 Severability. If any provision of this License Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this License Agreement, which will remain in full force and effect.

13.4 Waiver. Failure of ADDF to act on or enforce any provision of this License Agreement cannot be construed as a waiver of that provision or any other provision in this License Agreement. No waiver is effective against ADDF unless made in writing, and no such waiver can be construed as a waiver in any other or subsequent instance.

13.5 Export Control. You may not use the ADDF website except as authorized by United States law and the laws of the jurisdiction(s) in which the ADDF website was obtained. You also agree that You will not use the ADDF website for any purposes prohibited by any applicable law.

13.6 Modification or Amendment. ADDF reserves the right to modify or amend the terms of this License by posting a copy of the modified or amended License at: http://alzdiscovery.org/terms-and-conditions or at such other websites that may be designated by ADDF from time to time. You will be deemed to have agreed to any such modification or amendment by Your decision to continue using the ADDF website following the date in which the modified or amended License is posted by ADDF.

13.7 Survival. The respective obligations of You and ADDF which by their nature would continue beyond termination of this License survive termination.

13.8 Third Party Beneficiaries. Nothing in this License is intended or can be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person.

13.9 Assignment. You must not assign this License or any rights or obligations herein without the prior written consent of ADDF and any attempted assignment in contravention of this provision is null and void and of no force or effect.

13.10 Security. ADDF is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that You may use.

13.11 Section Headings. The section headings are provided merely for convenience and cannot be given any legal import.

Your Acceptance of These Terms

By using our website you signify your acceptance of these Terms and Conditions. If you do not agree to the above Terms and Conditions, please do not use the ADDF website.

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