TERMS OF USE

TERMS OF USE

Last Update: 4 September 2024

The following Terms of Use are entered into by and between You and the International AIDS Vaccine Initiative, Inc. (“IAVI”) on behalf of the Stop TB Partnership Working Group on New TB Vaccines (WGNV) for which IAVI hosts the Secretariat (together, “we,” “our,” or “us”).

The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the “Terms”), govern your access to and use of our website newtbvaccines.org (the “Website”) online portals and platforms, electronic forms, email campaigns, mobile applications, surveys, ad any other channel or mobile feature (collectively, the “Services”) hosted and/or operated by IAVI on behalf of the WGNV.

Please read the Terms carefully before you use the Services. By using the Services or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms including the agreements incorporated by reference herein, you must not access or use the Services.

The Services are offered and available to users who are 18 years of age or older. By using the Services, you represent and warrant that you are of legal age to form a binding contract with IAVI. If you do not meet this requirement, you must not access or use the Services.

Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms.

1. MODIFICATION OF TERMS

We reserve the right to change or modify these Terms at any time and in our sole discretion.  If we make changes to these Terms, we will provide notice of such changes, such as by updating the “Last Updated” date at the beginning of these Terms.  By continuing to use the Services at any point after such update, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to periodically visit our Terms of Use to review the most recent form.

2. DESCRIPTION OF OUR SERVICES

The purpose of the Services is to facilitate research and development of new vaccines to prevent TB by providing an inclusive forum for stakeholders to engage in scientific exchange, build consensus on key issues, share information and increase knowledge about new TB vaccine research and development, and advocate for great support and investment in TB vaccine R&D. Subject to these Terms, IAVI, on behalf of the WGNV provides the Services indiscriminately to visitors who meet the eligibility requirements for informational and interactive purposes.

3. THE SERVICES DO NOT PROVIDE MEDICAL ADVICE

IAVI and the WGNV do not provide medical advice. Data and information contained on the Services is for informational purposes only. Proper medical diagnosis, treatment and other medical advice should always be obtained from a qualified healthcare provider.

4. ACCOUNTS

a. Account Registration. In order to use certain features of the Services, you will need to register for an account (“Account”). By registering for an Account, you (a “Registered User”) agree to provide accurate, current, and complete Account information, and to maintain and promptly update your Account information as necessary. By creating an Account, you represent and warrant that you have all requisite capacity, power, and authority to enter into, and perform your obligations under these Terms.

b. Account Security. You are responsible for the security of your Account. You accept all risks of unauthorized access to your Account and the information you provide. You agree to immediately notify us if you discover or otherwise suspect any breaches of security related to your Account or the Services, including unauthorized use of your password.

c. Additional Information. We may require you to provide additional information and documents at the request of any competent authority or in order to help us comply with applicable law, regulation, or policy.

5. PRIVACY POLICY

Please refer to our Privacy Policy for information about how we collect, use and share your personal information.

6. COMMUNICATIONS

By using the Services, you consent to receive electronic communications from us (e.g., via email or by posting notices to the Website).  You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

7. LIMITED LICENSE

You are hereby granted a limited, revocable, nonexclusive, nontransferable, nonassignable, non-sublicensable, “as-is” license to access and use the Services and related content for your own personal, non-commercial use; provided, however, that such license is subject to the Terms and does not include any right to (i) sell, resell, or use commercially the Services, in whole or in part, or any content displayed on the Services (ii) distribute, publicly perform, or publicly display any content, except when expressly permitted (iii) modify or otherwise make any derivative uses of the Services, or any portion thereof, (iv) use any data mining, robots, or similar data gathering or extraction methods, (v) download (other than page caching) any portion of the Services, except as expressly permitted by us, and (vi) use the Services other than for their intended purposes. This license is subject to your compliance with these Terms.

8. USER CONTENT

You may be able to share content on or through the Services (“User Content”).  If you choose to make User Content available on or through the Services, you hereby grant us a fully paid, royalty-free, irrevocable, worldwide, non-exclusive right and license to use, sublicense, distribute, reproduce, modify, adapt, and display such User Content (in whole or in part) for the purposes of (i) providing the Services, including making User Content available to other Registered Users or Website visitors; and (ii) improving the Services.  You also hereby grant each other Registered User of the Services or Website visitor a non-exclusive license to access your User Content through the Services, and to use, reproduce, distribute, display and perform such User Content solely as permitted through the functionality of the Services and under these Terms. You agree that you will not be compensated for any use or non-use of your User Content.

You are solely responsible for any User Content you provide, and you assume all risks associated with the use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that personally identifies your or any third party. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any User Content that you submit, post or display on or through the Services. You agree that such User Content will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant the licenses described above. You agree that you will not submit inaccurate, misleading, or inappropriate Content, including data submissions, edits, or removal requests.

You agree that User Content you submit will not violate these Terms and any applicable Codes of Conduct. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You acknowledge that IAVI and the Global Forum Organizers are not obligated to back up any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for maintaining backup copies of your User Content.

We take no responsibility for the User Content posted or listed via the Services. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Prohibited Uses (Section 14) or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with this Agreement, and/or reporting you to law enforcement authorities.

9. MATERIALS AND CONTENT

With the exception of User Content and third-party content, all content included or available on the Services, including site design, text, photographs, graphics, interfaces, music, sound,  data, and the selection and arrangements thereof is the copyrighted material of the Stop TB Partnership, hosted by the United National Office of Project Services (UNOPS), with all rights reserved, or is subject to third parties’ intellectual property rights; and the WGNV name, logo, and trademarks are its intellectual property (collectively “Materials and Content”).  Conditioned upon your compliance with these Terms of Use, you may only use the Materials and Content and the Services for noncommercial use. Any other use of the Materials and Content or Services without IAVI’s express written consent in each instance is strictly prohibited. No right, title, or interest in any Materials and Content is granted or transferred to you as a result of your access or use thereof. Unauthorized use of the Materials and Content is expressly prohibited by law, and may result in IAVI pursuing legal action against you.

We put forth our best efforts to ensure that the information provided on the Services is accurate but cannot guarantee the accuracy of the information. Neither we nor any of our employees, contractors, or volunteers shall be held liable or responsible for any damage caused as a result of any errors or omissions on the Services or the Materials and Content.

By using the Services, you accept personal responsibility for the results of your actions.  You agree to take full responsibility for any harm or damage you suffer as a result of the use, or non-use, of the information available on the Services. You agree to use judgment and conduct due diligence before taking any actions or inaction suggested, recommended, or based on information provided on the Services.

10. INTERACTIVE FORUMS

We may host online community platforms, conference mobile apps, message and discussion boards, chat rooms, blogs, and other interactive services (each a “Forum”) on our Services. We expect Registered Users who engage in our Forums to respect the rights and dignity of other users. Forums are intended to serve as a space for meaningful, inclusive, and safe dialogue. Any Registered User failing to comply with these Terms or applicable Codes of Conduct may be expelled from and refused continued access to Forums in the future. You acknowledge and agree that Forums are public spaces and that your participation in such Forums creates no expectation of privacy. Further, you acknowledge that others may see and use any information you communicate in Forums. We are not responsible for information that you or others choose to communicate in Forums, or for your actions or the actions of other users. Please do not submit content that is confidential or proprietary. If you choose to make any of your personally identifiable or other information publicly available in an interactive service or otherwise on or through our sites, you do so at your own risk.

11. PROPRIETARY RIGHTS

We respect the intellectual property of others and ask that our users do the same. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you believe that your work has been copied or used on the Services in a way that constitutes copyright infringement, please send the following information to our Copyright Agent at generalcounsel@iavi.org

• Your address, telephone number, and email address.
• A description of the copyrighted work that your claim has been infringed.
• A description of where the alleged infringing material is located on the Services.
• A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law.
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
• A statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

For clarity, only copyright infringement notices should go to our Copyright Agent. You acknowledge that if you fail to comply with the requirements of the section, your notice may not be valid.

We may, at our discretion, suspend or terminate the access of and take other action against users, subscribers, registrants, and account holders who infringe upon the intellectual property rights of others.

12. THIRD PARTY CONTENT

Any information, statements, opinions or other information provided by third parties and made available on our Services, including User Content (defined in section 8) are those of the respective author(s) and not IAVI or the WGNV. We do not guarantee the validity, accuracy, truthfulness, completeness, reliability or usefulness of any opinion, advice, service, offer, information, statement or other content on the Services other than those from an authorized IAVI or WGNV representative acting in his/her official capacity. Under no circumstance will IAVI or the WGNV be liable for or in connection with any loss or damage caused by your reliance on any User Content or other third-party content.

13. EXTERNAL SITES

The Website may include hyperlinks to other websites, applications, or resources (collectively, the “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that our inclusion of a link is not intended to constitute an endorsement of or affiliation with the owner or sponsor of such websites, or any advertising, products or other materials on or made available from or through any External Sites. Further, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.

14. PROHIBITED USES

You may not attempt or cause to attempt to gain unauthorized access to any portion or feature of the Services, or any other systems or networks connected to the Services, by hacking, password “cracking,” or any other illegitimate means.  You may not breach or cause to breach the security or authentication measures on the Services or any other systems or networks connected to the Services, or otherwise attempt to interfere with the proper functioning of the Services or any part thereof, by other users in any way, in each case as determined by us in our sole and absolute discretion.

In addition, you agree not to and will not assist another to:

a. reverse engineer, disassemble, alter, decompile, duplicate, create derivative works from, make copies of, extract information from, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, in whole or in part, except as expressly permitted by us;

b. upload, post store or otherwise disseminate any materials that directly or indirectly contain viruses, worms, spyware, adware, malware, corrupted files or any other similar harmful mechanism;

c. link to, mirror or frame any portion of the Services without our prior express written permission;

d. scrape, index, survey, or data mine any portion of the Services or unduly burden or hinder the operation of the Services; or

e. remove any notice of the proprietary rights of our licensors and us from any portion of the Services or printed version thereof.

f. Submit, transmit, distribute, or display any content that may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or fraudulent conduct, or which is otherwise objectionable.

g. Collect or attempt to collect, and/or share personal information about Users without their consent.

h. Impersonate any person or entity; falsely claim an affiliation with any person or entity; misrepresent the source, identity, or content of information transmitted via the Services, or perform any other similar fraudulent activity.

i. Transmit junk or spam, including but not limited to unsolicited mail, fraud, phishing, chain mail, or otherwise engage in unethical marketing or advertising.

j. Interfere with, disrupt, disable, or damage the operation of the Services or any user’s enjoyment of them.

k. Use the Services for any illegal purpose, or in violation of any local, national, or international law or regulation.

15. TERMINATION

a. You Terminate. You may terminate these Terms at any time by discontinuing your access to and use of the Services. If you use the Services again, you will be deemed to have agreed to the Terms.

b. We Terminate. You agree that we, in our sole discretion, and for any or no reason, may terminate these Terms and suspend and/or terminate your access to the Services without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.

c. Other Remedies Available. If we terminate these Terms or suspend or terminate your access to or use of the Services due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you engage in any of the Prohibited Uses), then termination of these Terms will be in addition to any other remedies we may have at law or in equity.

d. Effect of Termination. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have provided on the Services, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.

16. INTERNATIONAL ISSUES.

We operate the Services from the United States of America and the Netherlands. You are responsible for complying with applicable local laws.

17. DISCLAIMERS 

THE SERVICES, CONTENT CONTAINED THEREIN, AND ITEMS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE MAKE NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. WE DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICES OR ANY CONTENT CONTAINED THEREIN. WE DO NOT REPRESENT OR WARRANT THAT CONTENT ON THE WEBSITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES. WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES, CONTENT, OR ANY ITEMS LISTED ON OUR WEBSITE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

18. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SERVICES, ANY ITEMS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS UNDERTAKEN BY YOU AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, YOUR ACCESS TO AND USE OF THE SERVICES, CONTENT (INCLUDING YOUR USER CONTENT), OR ANY ITEMS, PURCHASED, OR SOLD THROUGH THE WEBSITE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT PAID TO US BY YOU FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

19. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless IAVI, along with their respective funders, partners, subsidiaries, affiliates, members, managers, officers, employees, contractors, and agents, from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to these Terms or your use of the Services, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Services; (b) any feedback you provide; (c) your violation of these Terms; (d) your violation of the rights of any third party, including another user; (e) any breach or non-performance of any covenant or agreement made by you; or (f) any off-chain benefits (including the furnishing, or any failure to furnish, or any acts or omissions of or attributable to you or any third party in respect of the same). You agree to promptly notify IAVI of any third-party Claims and cooperate with IAVI in defending such Claims. You further agree that IAVI shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND IAVI.

20. DISPUTE RESOLUTION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

These Terms, including all matters of construction, validity, and performance, and all disputes arising out of or connected with the Terms, the Privacy Policy, and the Website (each a “Dispute,” collectively, the “Disputes”), shall, in all respects, be governed by and construed in accordance with the laws of New York without regard to any principles of conflict of laws, except that the arbitration clause herein shall be governed by the Federal Arbitration Act. Any Dispute shall be settled by mediation under the Commercial Mediation procedures of the American Arbitration Association (the “AAA”), except that if mediation of a Dispute is not successful within two (2) months of appointment of a mediator, such Dispute shall be settled by individual arbitration under the Commercial Arbitration Rules of the AAA. The place of mediation or arbitration shall be the AAA office nearest to Agency’s principal place of business in the New York. The language of the mediation or arbitration shall be English. The arbitrator shall be an expert or an attorney with experience in the field of intellectual property and advertising law. Notwithstanding this arbitration provision, any Dispute not resolved through arbitration that is less than $10,000 USD and qualifies for treatment on a non-jury basis in a small claims court of in the New York may be resolved in such small claims court on an individual basis at the election of either party. All Disputes shall be mediated, arbitrated, or litigated on an individual basis. You irrevocably waive any right it may otherwise have to proceed on a class or collective basis. Further, you irrevocably waive all right to trial by jury as well as any argument or claim of improper venue or forum non conveniens. The foregoing provisions shall not limit the right of IAVI to collect payments due or payable, or prevent either party from commencing any action or proceeding to compel arbitration, obtaining injunctive relief pending the appointment of an arbitrator, or obtaining execution of any award rendered in any such action or proceeding, or in any other manner provided venue for all such proceedings shall be in the state or federal courts within the New York. The parties shall bear their own expenses, except that parties shall equally share the expenses of any mediator or arbitrator (except for the required non-refundable filing fees which shall be paid solely by the party asserting the Dispute). The prevailing party in any arbitration may seek from the arbitrator an award of the party’s reasonable outside attorneys’ fees and costs incurred. Judgment on any the award rendered by any arbitrator may be entered in any court having jurisdiction thereof.

21. GENERAL

a. Entire Agreement. These Terms, any applicable supplemental terms, and our Privacy Policy constitute the entire legal agreement between you and us and will be deemed to be the final and integrated agreement between you and us, and govern your access to and use of the Services, and completely replace any prior or contemporaneous agreements between you and us related to your access to or use of the Services, whether oral or written.

b. Third-Party Beneficiaries. Except as otherwise provided herein, these Terms are intended solely for the benefit of IAVI and you and are not intended to confer third-party beneficiary rights upon any other person or entity.

c. Independent Contractor. Your relationship to IAVI is that of an independent contractor, and neither party is an agent or partner of the other.

d. Interpretation. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.

e. Severability. Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

f. No Waivers. Our failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.

g. Governing Law. All matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the New York and the federal laws of the United States of America applicable therein without giving effect to any choice or conflict of law provision or rule.

h. Venue. Subject to the above, any legal action or proceeding arising under these Terms will be brought exclusively in the New York, and we and you irrevocably consent to the personal jurisdiction and venue there.

i. Notices. We may provide you with any notices (including, without limitation those regarding changes to these Terms) by email or postings on the Website. By providing us with your email address, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

j. Assignment. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, a service provider, or in connection with an acquisition, sale or merger. These Terms shall be binding upon and inure to the benefit of the applicable parties and their successors and permitted assigns.

22. Contact

International AIDS Vaccine Initiative (IAVI)
125 Broad Street
New York, NY 10004
+1 212 847-1111
generalcounsel@iavi.org