Last Updated: 02/23/2015
Changes to Terms or Sites
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Sites. It’s important that you review the Terms whenever we modify them because if you continue to use the Sites after we have posted modified Terms on the Sites, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Sites anymore. Because our Sites and the Content (as defined below) are evolving over time we may change or discontinue all or any part of the Sites, at any time and without notice, at our sole discretion.
Using the Sites
You may use the Sites only if you are 13 years or older and are not barred from using the Sites under applicable law.
You may provide us with certain information in order to access and use specific features of the Sites, such us to subscribe to press releases and news about the company, or in the event you contact us directly by electronic communication.
We welcome feedback, comments and suggestions for improvements to the Sites (“Feedback”). You can submit Feedback by emailing us at info(at)audentestx.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback you transmit to us for any purpose.
Content and Content Rights
For purposes of these Terms: (i) “Content” means text, graphics, images, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Sites; and (ii) “User Content” means any Content that any person (including you) submit to, communicate or transmit through the Sites or by electronic communication to Audentes Therapeutics. Content includes without limitation User Content.
Content Ownership, Responsibility and Removal
Audentes Therapeutics does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Audentes Therapeutics and its licensors exclusively own all right, title and interest in and to the Sites and Content (other than User Content), including all associated intellectual property rights. You acknowledge that the Sites and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Sites or Content.
Rights in User Content Granted by You
You agree you will not submit to the Sites and will not communicate or transmit to Audentes Therapeutics any information that you consider to be confidential or proprietary. By making any User Content available through the Sites or by electronic communication you hereby grant to Audentes Therapeutics a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Sites and Content. You agree that any information that you submit or communicate to Audentes Therapeutics (other than personally identifiable information) will be treated by us as non-confidential and non-proprietary information.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content through the Sites, nor any use of your User Content by Audentes Therapeutics on or through the Sites will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. Be aware that we are not responsible or liable for the removal or deletion of any of your User Content.
Rights in Content Granted by Audentes Therapeutics
Subject to your compliance with these Terms, Audentes Therapeutics grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content (other than the User Content) solely in connection with your permitted use of the Sites and solely for your personal and non-commercial purposes.
You agree not to do any of the following:
- Modify, created derivative work based upon, transmit, redistribute, publish the Content;
- Use the Content for commercial purposes or for the benefit of any third party or in any manner not permitted by these Terms;
- Infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
- Submit, communicate or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
- Use, display, mirror or frame the Sites or any individual element within the Sites, Audentes Therapeutics’ name, any Audentes Therapeutics trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Audentes Therapeutics’ express written consent;
- Attempt to probe, scan or test the vulnerability of any Audentes Therapeutics system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Audentes Therapeutics or any of Audentes Therapeutics’ providers or any other third party (including another user) to protect the Sites or Content;
- Attempt to access or search the Sites or Content or download Content from the Sites through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Audentes Therapeutics or other generally available third-party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a Audentes Therapeutics trademark, logo URL or product name without Audentes Therapeutics’ express written consent;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Sites or Content to send altered, deceptive or false source-identifying information;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Sites;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Audentes Therapeutics’ Enforcement Rights
Although we’re not obligated to monitor access to or use of the Sites or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Sites, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Sites. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
No Professional Services or Advice; No Doctor-Patient Relationship
Audentes Therapeutics provides the Sites and Content for informational purposes only. THE SITES AND CONTENT DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, PROFESSIONAL OR MEDICAL ADVICE OR OPINION OF ANY KIND AND THE SITES AND CONTENT ARE NOT A SUBSTITUTE FOR PROFESSIONAL OR MEDICAL ADVICE OR OPINION OF ANY KIND. THE CONTENT MADE AVAILABLE ON OR THROUGH THE SITES SHOULD NOT BE RELIED UPON WHEN MAKING MEDICAL DECISIONS, OR TO DIAGNOSE OR TREAT A MEDICAL OR HEALTH CONDITION. FOR MEDICAL ADVICE, YOU SHOULD CONSULT A MEDICAL PROFESSIONAL. YOUR USE OF THE SITES OR ANY COMMUNICATION WITH AUDENTES THERAPEUTICS DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND AUDENTES THERAPEUTICS. In addition, nothing contained in these Sites shall be constructed as a promotion or solicitation of any product or medical device prohibited by United States laws.
Links to Third Party Websites or Resources
The Sites may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
We may terminate your access to and use of the Sites and Content, at our sole discretion, if you violate these Terms.
THE SITES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Sites will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. Content may become out of date and may include omissions or other errors.
You will indemnify and hold harmless Audentes Therapeutics and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Sites or Content, (ii) your User Content, or (iii) your violation of these Terms.
Limitation of Liability
NEITHER Audentes Therapeutics NOR ANY OTHER party involved in creating, producing, or delivering the Sites or content will be liable for any incidental, special, exemplary or consequential damages, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL AND SERVICE INTERRUPTION arising ouT of or in connection with thESE TERMS or from the use OF or inability to use the Sites or CONTENT, whether based on warranty, contract, tort (including negligence), PRODUCT LIABILITY or any other legal theory, and whether or not AUDENTES THERAPEUTICS has been informed of the possibility of such damage, EVEN IF A limited REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PUrPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
In no event will Audentes Therapeutics’S total liability arising out of or in connection with THESE TERMS OR FROM THE USE OF OR INABILITY TO USE the Sites or content EXCEED ONE HUNDRED DOLLARS ($100). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AUDENTES THERAPEUTICS AND YOU.
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
Agreement to Arbitrate
You and Audentes Therapeutics agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Sites or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and Audentes Therapeutics are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Audentes Therapeutics otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820 and a separate form for California residents at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and Audentes Therapeutics otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Audentes Therapeutics submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Audentes Therapeutics will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Audentes Therapeutics will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions of the “Changes to the Terms or Sites” section above, if Audentes Therapeutics changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to info(at)audentestx.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Audentes Therapeutics in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
These Terms constitute the entire and exclusive understanding and agreement between Audentes Therapeutics and you regarding the Sites and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Audentes Therapeutics and you regarding the Sites and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without Audentes Therapeutics’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Audentes Therapeutics may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Audentes Therapeutics under these Terms, including those regarding modifications to these Terms, will be given by posting to the Sites.
Audentes Therapeutics’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Audentes Therapeutics. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Sites, please contact Audentes Therapeutics at:
Audentes Therapeutics, Inc.
101 Montgomery Street, Suite 2650
San Francisco, CA 94104