These Terms may be changed by Achaogen at any time with or without notice. Achaogen will post any changes to these Terms on this page so that you are always aware of the current Terms. Your continued use of the Website means that you have accepted the updated version.
1. CONDUCT AS A USER
Unless otherwise expressly provided in these Terms, the content and services on this Website are for your personal, informational, and non-commercial use, and you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any such content or services without written permission from Achaogen.
As a user on Achaogen’s Website, you will represent yourself accurately and truthfully at all times. You grant Achaogen the right to independently verify any information that you post on our Website about yourself, although Achaogen does not routinely undertake any verification. Achaogen reserves the right to constitute classes of users of the Website, granting access to certain areas of the Website only to certain users.
If any of the services on the Website requires you to open an account, you must complete the registration process by providing us with true, current, complete and accurate information as prompted by the applicable registration form, and you will maintain and promptly update such information to keep it true, current, complete and accurate. You may also choose a password and a user name. You are responsible for maintaining the confidentiality of any password(s) you are given to access any part of the Website, and you are fully responsible for all activities that occur under your password(s). You agree to notify Achaogen immediately of any unauthorized use of your password(s). Achaogen will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Achaogen or another party due to someone else using your account or password. You may not use anyone else's account at any time, without the permission of the account holder.
2. YOUR INFORMATION
“Your Information” includes any information you provide to us, including, without limitation, any information you provide during registration or through any email feature.
You are solely responsible for Your Information. We may take any action we deem necessary and appropriate in our sole discretion if we believe Your Information creates a risk of liability to Achaogen. Achaogen may, at its sole discretion, remove or disable access to material on the Website that infringes on the rights of third parties or is otherwise harmful to Achaogen. Achaogen may also, at its sole discretion, terminate your access to the Website at any time for any or no reason, with or without notice.
You agree not to upload, post or otherwise transmit via the Website any information that: (a) includes unauthorized disclosure of personal information; (b) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Achaogen or other users of the Website; (c) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (d) violates or infringes anyone's intellectual property or other rights.
Achaogen reserves the right at all times to disclose any information as Achaogen deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Achaogen's sole discretion.
If you believe that Your Information has been used on the Website in a manner that constitutes copyright infringement, please provide Achaogen's Copyright Agent with a written notice (to Morgan, Lewis & Bockius LLP, One Market Street, Spear Street Tower, SF CA 94105) that includes the following information:
- an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
- identification of the copyrighted work claimed to have been infringed;
- a description of where the material that you claim is infringing is located on the Website;
- your address, telephone number, and e-mail address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
3. CONTENT OWNERSHIP
All Content (defined below) used and displayed on the Website or available through Achaogen’s services are the property of Achaogen or its licensors and are protected by United States and international copyright, trademark, and other laws. “Content” means any information, mode of expression, or other materials or services found on the Website including, without limitation, message boards, software, writings, graphics, and any and all other features found on the Website. In addition to Achaogen’s and its licensor’s or supplier’s rights in individual elements of the Content within the Website, Achaogen owns a copyright in the selection, coordination, arrangement and enhancement of such Content.
Except as expressly authorized in writing by Achaogen or by Content providers, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Achaogen discloses to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership.
Unless Achaogen has entered into a separate written agreement with you that explicitly states to the contrary, you agree that any information, feedback, questions, comments or the like that you provide to Achaogen in connection with this Website or Achaogen’s services (“Submissions”) will be deemed to be provided to Achaogen on a non-confidential and non-proprietary basis and will become and remain the property of Achaogen. Achaogen shall have no obligations of any kind with respect to any Submissions and shall be free to reproduce, use, disclose and/or distribute any Submissions for any purpose whatsoever, without limitation. You also agree that Achaogen shall be free to use any ideas, concepts or techniques embodied in the Submissions for any purpose whatsoever, including, without limitation, developing, manufacturing, and marketing products or services incorporating such ideas, concepts, or techniques.
Through the Website, you may obtain access to certain confidential information of Achaogen and its suppliers, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential ("Confidential Information"). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with Achaogen and its suppliers.
The Terms impose no obligation upon you with respect to Confidential Information that you can establish by legally sufficient evidence: (a) you possessed prior to your receipt from Achaogen, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; or (d) you independently developed without the use of Confidential Information and without the participation of individuals who have had access to it as can be evidenced by written records.
5. DOCUMENTS AVAILABLE ON THE WEBSITE
Achaogen grants you permission to use documents (such as FAQs, white papers, datasheets, articles, and press releases) available on the Website (collectively, “Documents”), provided that: (a) you will not modify the Documents; (b) your use of the Documents is for informational, personal, and non-commercial purposes only and Documents will not be posted on any network computer or broadcast in any media; (c) you will display the below copyright notice and other proprietary notices on every copy you make; and (d) you agree that Achaogen may revoke this permission at any time and you shall immediately stop your activities related to this permission upon notice from Achaogen. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
The Content and Documents are not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any question you may have regarding a medical condition. If you think you may have a medical emergency, call your doctor or 911 immediately. Achaogen does not recommend or endorse any specific tests, physician, products, procedures, opinions, or other information that may be mentioned on the Website.
THE DOCUMENTS ARE PROVIDED "AS IS" FOR INFORMATIONAL PURPOSES ONLY. ACHAOGEN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE DOCUMENTS, AND EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Achaogen may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering the contents of the Documents, and Achaogen and its licensors retain all right, title, and interest in and to such intellectual property rights. Except as expressly provided in a written agreement between you and Achaogen, the furnishing of the Documents does not grant you any license, express or implied, to any such patents, patent applications, trademarks, copyrights, or other intellectual property of Achaogen.
This Website may provide a link to other sites by allowing the user to leave this site to access third-party material or by bringing the third-party material into this site via “inverse” hyperlinks and framing technology (each a “Linked Site”). Achaogen has no discretion to alter, update, or control the content on a Linked Site. The fact that Achaogen has provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners, or its providers. There are inherent risks in using, retrieving, or relying upon any information found on the internet, and Achaogen urges you to make sure you understand these risks before using, retrieving, or relying upon any such information from a Linked Site.
You acknowledge and agree that Achaogen is not responsible for the availability of such Linked Sites, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such Linked Sites. Achaogen will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such Linked Site.
8. NO WARRANTIES
ALL CONTENT, PRODUCTS, AND SERVICES ON THE WEBSITE, OR OBTAINED FROM A LINKED SITE ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, SECURITY, OR ACCURACY.
ACHAOGEN DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR (A) THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE THROUGH THE WEBSITE BY ANY PARTY, (B) ANY CONTENT PROVIDED ON LINKED SITES, OR (C) THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE.
ACHAOGEN DOES NOT WARRANT OR REPRESENT THAT THE CONTENT ON THE WEBSITE IS COMPLETE OR UP-TO-DATE AND IS UNDER NO OBLIGATION TO UPDATE ANY CONTENT ON THE WEBSITE. ACHAOGEN MAY CHANGE THE CONTENT OF THE WEBSITE AT ANY TIME WITHOUT NOTICE.
OTHER THAN AS REQUIRED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL ACHAOGEN BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION, PRODUCT OR SERVICE OBTAINED THROUGH THE WEBSITE OR A LINKED SITE. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE SITE, OR OBTAINED FROM A LINKED SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS AS APPROPRIATE, INCLUDING WITHOUT LIMITATION MEDICAL DOCTORS, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.
9. LIMITATION OF LIABILITY
THE INFORMATION, SOFTWARE, PRODUCTS, AND DESCRIPTIONS PUBLISHED ON THE WEBSITE OR A LINKED SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS, AND ACHAOGEN SPECIFICALLY DISCLAIMS ANY LIABILITY FOR SUCH INACCURACIES OR ERRORS.
YOU AGREE THAT ACHAOGEN, ITS AFFILIATES AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS WILL NOT BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE FOR ANY INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST WAGES, OR LOST OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE OR A LINKED SITE, OR WITH THE DELAY OR INABILITY TO USE THE WEBSITE OR A LINKED SITE, EVEN IF ACHAOGEN IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS SHALL ONLY APPLY TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ACHAOGEN'S AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100.
Achaogen reserves the right to terminate your access to the Website for any reason or for no reason.
11. APPLICABLE LAW
This Website is controlled by Achaogen from its offices within the State of California, USA. The laws applicable to the interpretation of these Terms shall be the laws of the State of California, USA, and applicable federal law, without regard to any conflict of law provisions.
Achaogen makes no representation that the content in this Website is appropriate for access outside of the United States. Those who choose to access this Website from outside the United States do so on their own initiative and are responsible for compliance with local laws. You agree to submission of any dispute to the state and federal courts of the State of California and County of Santa Clara, USA.
12. GENERAL TERMS
No modification to the Terms will be binding on Achaogen unless in writing and signed by an authorized Achaogen representative. You must not assign or otherwise transfer the Terms or any right granted hereunder.
If any of the provisions of these Terms are determined to be invalid or unenforceable, then each invalid or enforceable provision will be construed in a manner consistent with applicable laws to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect.
Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement.
You agree that any material breach of Sections 1, 2, 3, 4 and 5 of the Terms will result in irreparable harm to Achaogen for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Achaogen will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Achaogen seeks such an injunction.
Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.
You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Website and Achaogen's services.
Achaogen's performance of this agreement is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Achaogen's right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the services or information provided to or gathered by Achaogen with respect to such use. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Copyright © 2008 Achaogen, Inc. All Rights Reserved.
Effective Date: June 27, 2008
Previous Modification: June 27, 2008