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Revision Date: March 25, 2010
0. Introduction; Your Agreement to these Terms of Use.
Welcome to the Aduro BioTech Online Services web site, currently located at www.adurobiotech.com, and other online services owned or controlled by Aduro BioTech (collectively, the "Aduro BioTech Online Services").
The following Terms of Use for the Aduro BioTech Online Services is a legal contract between you ("You" or, collectively, "Users") and Aduro Biotech regarding Your use of the Aduro BioTech Online Services.
PLEASE READ CAREFULLY THE FOLLOWING TERMS OF USE. BY ACCESSING, BROWSING, OR USING THE ADURO BIOTECH ONLINE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY ADDITIONAL POLICIES AND FUTURE MODIFICATIONS (COLLECTIVELY, THE "TERMS"). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE ADURO BIOTECH ONLINE SERVICES.
1. Eligibility.
The Aduro BioTech Online Services are not available to persons under the age of 18 or to any previous Users previously suspended or removed from accessing the Aduro BioTech Online Services by Aduro BioTech. BY USING THE ADURO BIOTECH ONLINE SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM ANY OF THE ADURO BIOTECH ONLINE SERVICES.
2. Incorporation by Reference.
Your privacy is important to Aduro BioTech. Aduro BioTech’s Privacy Policy [link to Privacy Policy] is hereby incorporated into these Terms by reference. Please read our Privacy Policy carefully for information relating to Aduro BioTech’s collection, use, and disclosure of your personal information.
3. Individual Features and Services.
When using the Aduro BioTech Online Services, You may be subject to any additional posted policies, guidelines or rules applicable to specific services and features which may be posted from time to time (the "Policies"). All such Policies are hereby incorporated by reference into these Terms. In the case of any inconsistency between these Terms and any Policies, these Terms shall control.
4. Modification of these Terms.
From time to time, we may change these Terms. If we change these Terms, we will inform you by posting the revised Terms on the Aduro BioTech Online Services. Those changes will go into effect on the Revision Date shown in the revised Terms. By continuing to use Aduro BioTech Online Services, you agree to the revised Terms.
5. Aduro BioTech Online Services License Grant.
5.1 License Grant.
Subject to Your compliance with the terms and conditions set out in these Terms, Aduro BioTech hereby grants to You a personal, limited, non-exclusive, non-transferable, freely revocable license to use the Aduro BioTech Online Services for your own personal, noncommercial use.
5.2 Reservation of Rights.
Aduro BioTech reserves all rights not expressly granted in these Terms.
5.3 Prevention of Unauthorized Use.
Aduro BioTech reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use or access of the Aduro BioTech Online Services, including, but not limited to, technological barriers, IP mapping, and directly contacting Your Internet Service Provider (ISP) regarding such unauthorized use.
6. Prohibited Conduct.
BY USING THE ADURO BIOTECH ONLINE SERVICES YOU AGREE NOT TO:
6.1 use the Aduro BioTech Online Services for any purposes other than (i) to receive information regarding Aduro BioTech (ii) to provide information to Aduro BioTech when applicable to your use of the Aduro BioTech Online Services (such as responding to a job opening);
6.2 delete indications or notices regarding the copyright or other proprietary rights on the Aduro BioTech Online Services or any third party content;
6.3 use the Aduro BioTech Online Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
6.4 use the Aduro BioTech Online Services if You are under the age of eighteen (18) years old;
6.5 intentionally interfere with or damage operation of the Aduro BioTech Online Services or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
6.6 take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on Aduro BioTech’s infrastructure;
6.7 interfere or attempt to interfere with the proper workings of the Aduro BioTech Online Services; or,
6.8 bypass robot exclusion headers or other measures Aduro BioTech may use to prevent unauthorized access to the Aduro BioTech Online Services.
7. Submitted Information; Feedback
You agree that any information You provide to Aduro BioTech at any time will be true, accurate, current, and complete. You also agree that You will ensure that this information is kept accurate and up-to-date at all times. You hereby grant Audro BioTech and its affiliates a perpetual, non-exclusive, fully paid, royalty free, license and right to use any information you provide to Aduro BioTech for any purpose, in any manner, and in any medium. You further agree that Aduro BioTech and its affiliates are free to use for any purpose whatsoever, ideas, know-how, concepts, techniques, comments, criticisms, reports, or other feedback ("Feedback"), whether oral or written, that you may provide to Aduro BioTech or its affiliates. You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that Aduro BioTech has no duties to you, with respect to such Feedback.
8. Third-Party Sites, Products and Services; Links.
The Aduro BioTech Online Services may include links or references to other web sites or services solely as a convenience to Users ("Reference Sites"). Aduro BioTech does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at Your own risk.
9. Termination; Terms of use Violations.
9.1 Aduro BioTech.
You agree that Aduro BioTech, in its sole discretion, for any or no reason, and without penalty, may terminate Your use of the Aduro BioTech Online Services. Aduro BioTech may also in its sole discretion and at any time discontinue providing access to the Aduro BioTech Online Services, or any part thereof, with or without notice. You agree that any termination of Your access to the Aduro BioTech Online Services may be effected without prior notice, and You agree that Aduro BioTech will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Aduro BioTech may have at law or in equity.
9.2 You.
Your only remedy with respect to any dissatisfaction with (i) the Aduro BioTech Online Services, (ii) any term of these Terms, (iii) any policy or practice of Aduro BioTech in operating the Aduro BioTech Online Services, or (iv) any content or information transmitted through the Aduro BioTech Online Services, is to terminate these Terms and Your use of the Aduro BioTech Online Services. You may terminate these Terms at any time by discontinuing use of any and all parts of the Aduro BioTech Online Services.
10. Ownership; Proprietary Rights.
The Aduro BioTech Online Services is owned and operated by Aduro BioTech. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Aduro BioTech Online Services provided by Aduro BioTech (the "Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on the Aduro BioTech Online Services are the property of Aduro BioTech or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Aduro BioTech or its affiliates and/or third-party licensors. Except as expressly authorized by Aduro BioTech, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Aduro BioTech reserves all rights not expressly granted in these Terms.
11. Indemnification.
You agree to indemnify, save, and hold Aduro BioTech, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of Your (or anyone using Your account's) use or misuse of the Aduro BioTech Online Services, any violation by You of these Terms, or any breach of the representations, warranties, and covenants made by You herein. Aduro Biotech reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Aduro BioTech, and You agree to cooperate with Aduro BioTech’s defense of these claims. Aduro BioTech will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
12. Disclaimers; No Warranties.
12.1 No warranties.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ADURO BIOTECH, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ADURO BIOTECH OR THROUGH THE ADURO BIOTECH ONLINE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 12, THE TERM ADURO BIOTECH INCLUDES ADURO BIOTECH’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
12.2 "As is" and "As available" and "With All Faults".
YOU EXPRESSLY AGREE THAT THE USE OF THE ADURO BIOTECH ONLINE SERVICES IS AT YOUR SOLE RISK. THE ADURO BIOTECH ONLINE SERVICES AND ANY DATA, INFORMATION, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ADURO BIOTECH ONLINE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
12.3 Content.
ADURO BIOTECH, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE ADURO BIOTECH ONLINE SERVICES OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
12.4 Accuracy.
ADURO BIOTECH, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE ADURO BIOTECH ONLINE SERVICES OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
12.5 Harm to Your Computer.
YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE ADURO BIOTECH ONLINE SERVICES OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE USE OF SUCH MATERIAL OR DATA.
13. Limitation of Liability and Damages.
13.1 Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL ADURO BIOTECH OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS ON THE ADURO BIOTECH ONLINE SERVICES OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH ADURO BIOTECH, EVEN IF ADURO BIOTECH OR AN ADURO BIOTECH AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Limitation of Damages.
IN NO EVENT WILL ADURO BIOTECH OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE ADURO BIOTECH ONLINE SERVICES OR YOUR INTERACTION WITH OTHER ADURO BIOTECH ONLINE SERVICES USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED ONE HUNDRED DOLLARS.
13.3 Reference Sites.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN ADURO BIOTECH AND RECEIVED THROUGH ANY REFERENCE SITES.
13.4 Basis of the Bargain.
YOU ACKNOWLEDGE AND AGREE THAT ADURO BIOTECH HAS OFFERED ITS PRODUCTS AND SERVICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND ADURO BIOTECH AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ADURO BIOTECH. ADURO BIOTECH WOULD NOT BE ABLE TO PROVIDE THE ADURO BIOTECH ONLINE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
13.5 Limitations by Applicable Law.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
14. United States Export Controls.
You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by You that You will not export such software, technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under these Terms are contingent on Your compliance with this provision.
15. Miscellaneous.
15.1 Notice.
Aduro BioTech may provide You with notices, including those regarding changes to Aduro BioTech’s terms and conditions, by postings on the Aduro BioTech Online Services. You hereby consent to notice in this manner.
15.2 Waiver.
The failure of Aduro BioTech to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Aduro BioTech.
15.3 Governing Law; Jurisdiction.
These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflict of laws. The parties agree that the federal and state courts residing in San Francisco, California will have exclusive jurisdiction over these Terms.
15.4 No Third Party Beneficiary.
The parties specifically disavow any desire or intention to create a “third party” beneficiary contract, and specifically declare that no person, except for the parties and their permitted assigns, shall have any rights hereunder nor any right of enforcement hereof.
15.5 Severability.
If any provision of these Terms or any Policies is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
15.6 Assignment.
These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Aduro BioTech without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
15.7 Survival.
Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration.
15.8 Headings.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
15.9 Entire Agreement.
This is the entire agreement between You and Aduro BioTech relating to the subject matter herein and will not be modified except by a change to these Terms made by Aduro BioTech as set forth in Section 4 above.
15.10 No Agency.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
15.11 Disclosures.
The services are offered by Aduro BioTech located at 626 Bancroft Way, 3C, Berkeley, CA 94710-2224.
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