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Terms of Use

Effective and Last Updated: December 21, 2012

We maintain this site (the “Site”) for information and communication purposes. This webpage contains the Terms of Use governing your access to and use of the Site. If you do not accept the Terms of Use or you do not meet or comply with their provisions, you may not use the Site

Changes To Terms

We may, at any time, for any reason and without notice, make changes to the Site, including its look, feel, format, and content, as well as the products and services as described in the Site. Any modifications will take effect when posted to the Site. Therefore, each time you access the Site, you need to review the Terms of Use upon which access and use of the Site is conditioned. By your continuing use of the Site after changes are posted, you will be deemed to have accepted such changes.

Jurisdiction

The Site is not directed to any person or entity in any jurisdiction where (by reason of nationality, residence, citizenship or otherwise) the publication or availability of the Site and its content, including its products and services, are unavailable or otherwise contrary to local laws or regulations. If this applies to you, you are not authorized to access or use any of the information on the Site. We make no representation that the information, opinions, advice or other content on the Site (collectively, "Content") is appropriate outside of the United States. Those who choose to access the Site from other locations do so at their own risk and are responsible for compliance with applicable local laws.

Scope of Use

You are only authorized to view, use, copy for your records and download small portions of the Content (including without limitation text, graphics, software, audio and video files and photos) of the Site for your informational, non-commercial use, provided that you leave all the copyright notices, including copyright management information, or other proprietary notices intact.

You may not store, modify, reproduce, transmit, reverse engineer or distribute a significant portion of the Content on the Site, or the design or layout of the Site or individual sections of it, in any form or media. The systematic retrieval of data from the Site is also prohibited.

E-mail submissions over the Internet may not be secure and are subject to the risk of interception by third parties. Please consider this fact before e-mailing any information. Please consult our Privacy Policy for related information. You agree not to submit or transmit any e-mails or materials through the Site that: (i) are defamatory, threatening, obscene or harassing, (ii) contain a virus, worm, Trojan horse or any other harmful component, (iii) incorporate copyrighted or other proprietary material of any third party without that party's permission or (iv) otherwise violate any applicable laws. We shall not be subject to any obligations of confidentiality regarding any information or materials that you submit online except as specified in the Terms of Use, or as set forth in any additional terms and conditions relating to specific products or services, or as otherwise specifically agreed or required by law.

The commercial use, reproduction, transmission or distribution of any information, software or other material available through the Site without our prior written consent is strictly prohibited.

Copyrights and Trademarks

The materials at the Site, as well as the organization and layout of the Site, are copyrighted and are protected by United States and international copyright laws and treaty provisions. You may access, download and print materials on the Site solely for your personal and non-commercial use; however, any print out of the Site, or portions of the Site, must include our copyright notice. No right, title or interest in any of the materials contained on the Site is transferred to you as a result of accessing, downloading or printing such materials. Without out prior written permission, you may not copy, modify, distribute, transmit, display, reproduce, publish or license any part of the Site, or create derivative works from, link to or frame in another website, use on any other website, transfer or sell any information obtained from the Site.

Except as expressly provided under the "Scope of Use" Section above, you may not use, reproduce, modify, transmit, distribute, or publicly display or operate the Site without our prior written permission. You may not use a part of the Site on any other Site, without our prior written consent.

We respect the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us at terms@wuxiapptec.com.

Our trademarks and the trademarks of our affiliates may not be copied, imitated, or used, in whole or in part, without our written permission. All page headers, customer graphics, button icons, and scripts are our or our affiliates’ service marks, trademarks and or trade dress, and may not be copied, imitated, or used in whole or in part, without our prior written permission. Other trademarks, registered trademarks, product names or logos, and company names or logos displayed on the Site are the property of their respective owners.

Links

For your convenience, we may provide links to various other sites that may be of interest to you and for your convenience only. However, we do not control or endorse such sites and are not responsible for their content nor are we responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such sites. Please read the terms of use of any other company or website you may link to from the Site. The Terms of Use apply only to the Site and the products and services we offer. If you decide to access any of the third party sites linked to the Site, you do so at your own risk. We reserve the right to terminate any link or linking program at any time. We disclaim all warranties, express and implied, as to the accuracy, validity, and legality or otherwise of any materials or information contained on such sites.

You may not link to the Site without our written permission. If you are interested in linking to the Site, please contact us at terms@wuxiapptec.com.

No Unlawful Or Prohibited Use

As a condition of your use of the Site, you warrant to us that you will not use the Site for any purpose that is unlawful or prohibited by the Terms of Use. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

No Warranties

THE SITE, AND ANY CONTENT, ARE PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, SYSTEMS INTEGRATION, ACCURACY, AND NON-INFRINGEMENT, ALL OF WHICH WE EXPRESSLY DISCLAIM. WE DO NOT ENDORSE AND MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF THE CONTENT, AND WE WILL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE SITE OR ANY CONTENT. WE HAVE NO DUTY TO UPDATE THE CONTENT OF THE SITE. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR ANY RESULTS OR OTHER CONSEQUENCES OF ACCESSING THE SITE AND USING THE CONTENT, AND FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY ACCESS, DOWNLOAD OR OTHERWISE OBTAIN IS FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. THIS WARRANTY DISCLAIMER MAY BE DIFFERENT IN CONNECTION WITH SPECIFIC PRODUCTS AND SERVICES OFFERED BY US. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

Governing Law

The Terms of Use shall be governed in all respects by the laws of the State of Delaware, without reference to its choice of law rules. If an applicable law is in conflict with any part of the Terms of Use, the Terms of Use will be deemed modified to conform to the law. The other provisions will not be affected by any such modification.

Arbitration

Except as regarding any action seeking equitable relief, including without limitation for the purpose of protecting any confidential information or intellectual property rights, any controversy or claim arising out of or relating to the Terms of Use or the Site shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be held in the State of Delaware.

All information relating to or disclosed by any party in connection with the arbitration of any disputes hereunder shall be treated by the parties, their representatives, and the arbitrator as proprietary business information. Such information shall not be disclosed by any party or their respective representatives without the prior written authorization of the party furnishing such information. Such information shall not be disclosed by the arbitrator without the prior written authorization of all parties. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings.

Judgment upon the award returned by the arbitrator may be entered in any court having jurisdiction over the parties or their assets or application of enforcement, as the case may be. Any award by the arbitrator shall be the sole and exclusive remedy of the parties. The parties hereby waive all rights to judicial review of the arbitrator's decision and any award contained therein.

Securities Laws

The Site may include forward-looking statements that involve risks and uncertainties beyond our control that concern our and our affiliates’ operations, prospects, strategies, financial condition, future economic performance and demand for services, as well as intentions, plans and objectives. These forward-looking statements are not historical facts but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. When used on the Site, words like "expect", "believe", and "will" and similar expressions are intended to identify forward-looking statements that fall within securities law safe harbors for forward-looking statements. The Site and the information contained in it do not constitute an offer or solicitation of an offer for sale of any securities. None of the information contained in the Site is intended to be, and shall not be deemed to be, incorporated into any of our securities filings or documents. We wish to caution you that actual results may differ from those discussed in the forward-looking statements and may be adversely affected by, among other things, risks associated with other factors described in our filings with the U.S. Securities and Exchange Commission.

Limitation of Liability

YOUR USE OF THE CONTENT IS AT YOUR OWN RISK. WE SPECIFICALLY DISCLAIM ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO, USE OF OR RELIANCE ON THE CONTENT (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR THAT ARISE IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR DELIVERY, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, PROGRAMS OR FILES, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE SITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE SITE OR THE CONTENT. THIS LIMITATION OF LIABILITY MAY BE DIFFERENT IN CONNECTION WITH SPECIFIC PRODUCTS AND SERVICES OFFERED BY US AND OUR AFFILIATES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THIS LIMITATION MAY NOT APPLY TO YOU.

Indemnity

You agree to defend, indemnify, and hold us and our affiliates, and our and their officers, directors, employees, and agents harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of the Terms of Use.

Additional Terms Applicable to Registered Users

We do not warrant that the functions contained in the services provided by the Site will be uninterrupted or error-free, that defects will be corrected or that these services or the server that makes it available will be free of viruses or other harmful components.

As part of the registration process, each user will select a password and login name. You shall provide us with accurate, complete, and updated account information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your account. You may not select or use a login name of another person with the intent to impersonate that person, or use a name subject to the rights of any other person without authorization.

You shall notify us of any known or suspected unauthorized use of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password. You shall be responsible for maintaining the confidentiality of your password.

Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at our sole discretion, and you may be reported to appropriate law-enforcement agencies.

Contact Information

If you have any questions or concerns regarding the Terms of Use please contact terms@wuxiapptec.com.