Site Terms

Please read these Site Terms carefully before you start to use our website (the “Website”).  References to “you” herein refer to any online user of the Website in order to access certain functionalities.  The Website is operated by Merck KGaA, Darmstadt, Germany or its affiliates (the “Company” or “we” or “our”) to provide certain services and information.

By using the Website, you accept and agree to be bound and abide by these Site Terms. If you do not want to agree to these Site Terms, you must not access or use the Website. In addition to the Site Terms, the Privacy Policy applies to the Company’s processing of your personal information. Additional Terms of Use shall be required in the event you license the SYNTHIA™ application from Company or its affiliates.

You represent and warrant that you are over the age of majority in the country of your residence (e.g. 18 in the United States) and possess the legal right and authority to agree to these Site Terms on your behalf. If you are accessing the Website on behalf of your employer, then these Site Terms shall be binding upon you and your employer, and, in such event, you further represent and warrant that you possess the legal right and ability to agree to these Site Terms behalf and on behalf of your employer.

We have compiled the content of this Website carefully and in accordance with our current state of knowledge. The information presented on or through the Website is made available solely for general information purposes. We give no warranty, either expressly or tacitly, for the completeness or correctness of the details provided on this Website. Please be aware that the details we provide may no longer be up to date. Access to and use of this Website and of any associated sites or sites connected via links take place at your own risk. We accept no liability for loss, damage or compensation claims due to missing or incorrect details. 

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion, without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users.

To access certain capabilities of the Website, you may be asked to provide certain registration details or other information. You represent that all such information provided to us through the Website or otherwise is accurate and that you are the individual identified in such information. Without limiting any other provisions of these Site Terms, we will not be liable for any loss or damage arising from your failure to comply herewith, and you agree that we will not be liable for any loss that you may incur as a result of someone else using your username, either with or without your knowledge. You agree not to use anyone else’s username at any time.

You may use the Website and its contents only for lawful purposes and in accordance with these Site Terms. You agree not to use the Website and its contents:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or other users of the Website or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual or automated process to monitor or copy any of the material on the Website without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by us, our affiliates, licensors, or other providers of such material and are protected by applicable copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any part of our Website or content on our Website without our consent or if consent is provided, in a manner that is inconsistent with purpose for which our consent is provided. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by us. Any use of the Website not expressly permitted by these Site Terms is a breach of these Site Terms and may violate copyright, trademark, and other laws.

Our company names, logos and all related product and service names, designs, and slogans are our trademarks or those of our affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

The Website may contain interactive features that allow users to post, submit or transmit content or materials (collectively, “User Submissions”) on or through the Website.

Any User Submissions you post to the site will be considered non-confidential.  You grant to us, our  licensees and assigns, an irrevocable, perpetual, non-exclusive and royalty-free right to use, reproduce, edit, display, transmit, prepare derivative works of, modify, publish and otherwise make use of your User Submissions and your name, image, and likeness or other information in any and all media, whether now known or hereinafter created, throughout the world and for any business purpose, and you waive, to the furthest extent possible, any moral rights with respect to any submitted material. 

In addition to other things, the rights granted to us include, but are not limited to, the right to resize, crop, censor, compress, edit, feature, caption, affix logos to, and to otherwise alter or make use of the submitted User Submissions, including but not limited to creating derivative materials.  You acknowledge and agree that the Company shall own any derivative materials created using your User Submissions and no rights thereon shall be retain by or granted to you. You also acknowledge and agree that we shall have no obligation to use, post, display or otherwise make publicly available any User Submissions submitted by you.  You consent to allowing us to display your User Submissions on any of our Websites and/or social media pages for promotional marketing purposes.  You consent to being contacted by us or one of its representatives for follow-up marketing activities related to this Website or our business. 

We have the right to:

• Refuse to accept or use any User Submission for any or no reason in our sole discretion.
• Take any action with respect to any User Submission that we deem necessary or appropriate in our sole discretion, including if we believe that such User Submission violates the Site Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for us, our affiliates or licensors.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.

Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Site Terms.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.  We do not undertake to review any User Submission before it is posted on the Website and therefore cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

All feedback, information, improvements and suggestions provide by you during your use of the Website will be considered improvements wholly owned by Company and may be used by Company for any purpose. You and your employer hereby unconditionally and irrevocably grant to Company an assignment of all right, title, and interest in and to the improvements by way of the feedback, including all intellectual property rights relating hereto. 

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. 

We do not guarantee continuous, uninterrupted or secure access to the Website or any part of the Website, and operation of the Website may be interfered with by numerous factors outside of our reasonable control. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. To the fullest extent provided by law, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other material due to your use of the Website or any services or content obtained from or through the Website or to your downloading of any material posted on it, or on any website linked to it.

Your use of the Website and its content is at your own risk. THE WEBSITE AND ITS CONTENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE NOR ANY PERSON ASSOCIATED WITH US MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE USABILITY, CONDITION OR OPERATION OF THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY DATA, VIDEOS, INFORMATION, OR OTHER MATERIALS), OR REPRESENT OR ENDORSE THE ACCURACY, QUALITY, SECURITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, COMPLETENESS, AND/OR TRUTHFULNESS OF ANY DATA, VIDEOS, INFORMATION (INCLUDING OPINIONS, ADVICE OR GRAPHICS), OR OTHER MATERIALS DISPLAYED OR DISTRIBUTED IN ANY MANNER ON THE WEBSITE. YOU ACKNOWLEDGE THAT ANY RELIANCE UPON ANY SUCH DATA, VIDEOS, INFORMATION (INCLUDING OPINIONS, ADVICE OR GRAPHICS), OR OTHER MATERIALS SHALL BE AT YOUR OWN RISK. WE, ON BEHALF OF OURSELVES AND ANY PERSON ASSOCIATED WITH US, HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, COMPATIBILITY, SECURITY, QUALITY, TIMELINESS, AVAILABILITY, COMPLETENESS, RELIABILITY, ACCURACY, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), IN EACH INSTANCE IN RESPECT OF THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY DATA, VIDEOS, INFORMATION, OR OTHER MATERIALS). FURTHERMORE, WE, ON BEHALF OF OURSELVES AND ANY PERSON ASSOCIATED WITH US, HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF TITLE AND/OR NON-INFRINGEMENT IN RESPECT OF THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, DATA, AND/OR OTHER MATERIALS).

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WE, OR ANY PERSON ASSOCIATED WITH US, INCLUDING BUT NOT LIMITED TO OUR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, OR FOR ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

All matters relating to the Website and these Site Terms and any dispute or claim arising therefrom or related thereto shall be governed by and construed in accordance with the laws of Germany and any legal suit, action, or proceeding arising out of, or related to, these Site Terms or the Website shall be instituted exclusively in the courts of Frankfurt am Main, Germany; provided, however, that, if applicable, pursuant to Sec. 14 of Regulation (EU) Nr. 524/2013 (Regulation on consumer ODR, extrajudicial dispute resolution may be available to you. Detail can be found in the mentioned regulation under   https://ec.europa.eu/consumers/odr

No waiver of by the Company of any term or condition set out in these Site Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Site Terms shall not constitute a waiver of such right or provision.

If any provision of these Site Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Site Terms will continue in full force and effect.