Terms of Use

Welcome to https://www.gamida-cell.com/ (together with its subdomains, Materials (as defined below), Marks and services, the “Site”). Please read the following Terms of Use carefully before using this Site so that you are aware of your legal rights and obligations with respect to Gamida Cell Ltd. and its affiliates (collectively “ Gamida”, “we”, “our” or “us”). By accessing or using the Site, you expressly acknowledge and agree that you are entering a legal agreement with us and have understood and agree to comply with, and be legally bound by, these Terms of Use, together with the Privacy Policy (“Terms”). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by these Terms please do not access or use the Site.

1. Background. The Site is intended to provide information about us, our products and services, as well as to allow users to contact us with general inquiries.

2. Modification. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective 10 days following posting of the revised Terms on the Site, and your continued use of the Site thereafter means that you accept those changes.

3. Ability to Accept Terms. The Site is only intended for individuals aged 18 years or older. If you are under 18 years please do not access or use the Site. By accessing or using the Site you affirm that you are over 18 years of age.

4. Site Access. For such time as these Terms are in effect, we hereby grant you permission to visit and use the Site provided that you comply with these Terms and applicable law.

5. Restrictions. You shall not: (i) copy, distribute or modify any part of the Site without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Materials, except as expressly authorized herein; (iii) disrupt servers or networks connected to the Site; (iv) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Site; and/or (v) circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Materials or that enforce limitations on use of the Site.

6. Intellectual Property Rights

6.1. Materials and Marks. The (i) content on the Site, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Materials”); and (ii) the trademarks, service marks and logos contained therein (“Marks”), are the property of Gamida and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “Gamida”, the Gamida logo, and other marks are Marks of Gamida or its affiliates. All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Site and the Materials.

6.2. Use of Materials. Materials on the Site are provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Materials you must retain all copyright and other proprietary notices contained therein.

7. Third Party Sources and Content.

7.1. The Site enables you to view, access, link to, and use content from Third Party Sources (defined below) that are not owned or controlled by us (“Third Party Content”). The Site may also enable you to communicate and interact with Third Party Sources. “Third Party Source(s)” means: (i) third party websites and services; and (ii) our partners and customers.

7.2. We are not affiliated with and have no control over any Third Party Sources. We do not assume any responsibility for the content, terms of use, privacy policies, actions or practices of, any Third Party Sources. Please read the terms of use and privacy policy of any Third Party Source that you interact with before you engage in any such activity.

7.3. We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, safety, or Intellectual Property Rights (defined below) of, or relating to, any Third Party Content.

7.4. We do not endorse any advertising, promotions, campaigns, products, services or other materials that is included in any Third Party Content or that is communicated to you from a Third Party Source.

7.5. By using the Site you may be exposed to Third Party Content that is inaccurate, offensive, indecent, or objectionable. You always have the choice of deciding whether or not to interact with a Third Party Source or to view and use Third Party Content. Your interaction with a Third Party Source and your use of, and reliance upon, any Third Party Content is at your sole discretion and risk.

7.6. You are solely responsible and liable for your interaction with a Third Party Source. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against Gamida, and release Gamida from any and all liability, arising from your use of and interaction on any Third Party Content and from your interaction with any Third Party Source. If you have any query or complaint regarding a Third Party Source or any Third Party Content, you agree to contact the Third Party Source directly.

8. Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Materials available on the Site are accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Materials, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Materials. Your use of the Materials, or any part thereof, is made solely at your own risk and responsibility.

9. Disclosure. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Site, and your use thereof, as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce the Site Terms, including to investigate potential violations of them; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of Gamida, its users or the public.

10. Links

10.1. The Site may contain links to third party websites that are not owned or controlled by Gamida. We are not affiliated with, have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites. You: (i) are solely responsible and liable for your use of third party websites and any content that you may send or post to a third party website; and (ii) expressly release Gamida from any and all liability arising from your use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit.

10.2. Gamida permits you to link to the Site provided that: (i) you link to but do not replicate any page on this Site; (ii) the hyperlink text shall accurately describe the Materials as they appear on the Site; (iii) you shall not misrepresent your relationship with Gamida or present any false information about Gamida and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior consent; (iv) you shall not link from a website that you do not own; (v) your website, and domain name, does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with these Terms and applicable law.

11. Privacy. We will use any personal information that we may collect or obtain in connection with the Site in accordance with our privacy policy which is available at www.gamida-cell.com/privacy-policy/. You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.

12. Warranty Disclaimers

12.1. This section applies whether or not the services provided under the Site are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.

12.2. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. GAMIDA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. GAMIDA DOES NOT GUARANTEE THAT THE SITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE SITE MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT GAMIDA WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE BY A THIRD PARTY.

12.3. YOU SPECIFICALLY ACKNOWLEDGE THAT GAMIDA SHALL NOT BE RESPONSIBLE FOR THE CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY SITE USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

12.4. EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, GAMIDA DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE SITE.

13. Limitation of Liability.

13.1. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, GAMIDA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF GAMIDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF GAMIDA FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE EXCEED US$1.

14. Indemnity. You agree to defend, indemnify and hold harmless Gamida and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Site; (ii) your interaction with any Site user; or (iii) your violation of these Terms.

15. Cautionary Notice Regarding Forward Looking Statements. The Site contains forward-looking statements, concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements contained on the Site that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim”, “assume”, “believe”, “contemplate”, “continue”, “could”, “due” “estimate”, “expect”, “goal”, “intend”, “may”, “objective”, “plan”, “predicted”, “potential”, “positioned”, “seek”, “should”, “target”, “will”, “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. Forward-looking statements are based on our management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate and our management’s beliefs and assumptions, and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements on this Site may turn out to be inaccurate. The forward-looking statements included on the Site speak only as of the date made. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks we describe in the reports we file from time to time with the Securities and Exchange Commission. Nothing on this Site constitutes an invitation or offer to invest or deal in the securities of Gamida.

16. Term and Termination. These Terms are effective until terminated by Gamida or you. Gamida, in its sole discretion, has the right to terminate these Terms and/or your access to the Site, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). Gamida shall not be liable to you or any third party for termination of the Site, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site. Upon termination of these Terms, you shall cease all use of the Site. This Section ‎16 and Sections ‎6 (Intellectual Property Rights), ‎11 (Privacy), ‎12 (Warranty Disclaimers), ‎13 (Limitation of Liability), ‎14 (Indemnity) and ‎17 (Independent Contractors) to ‎19 (General) shall survive termination of these Terms.

17. Independent Contractors. You and Gamida are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Gamida. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Gamida.

18. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Gamida without restriction or notification to you.

19. General. Gamida reserves the right to discontinue or modify any aspect of the Site at any time. These Terms and the relationship between you and Gamida shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Jaffa and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that Gamida may seek injunctive relief in any court of competent jurisdiction. These Terms shall constitute the entire agreement between you and Gamida concerning the Site. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Last updated: October, 2018