Effective Date: September 5, 2014
Last Updated Date: September 5, 2014
I. Introduction and Eligibility
|This agreement is a legally binding contract. It may change as our business changes, and you agree you will review it and any updates regularly. Your continued use of the Website means you accept any changes.|
Binding Agreement. These Terms constitute a binding agreement between you and Semnur Pharmaceuticals, Inc. and its affiliates and subsidiaries (“Semnur,” “we,” “us”). “You” and “users” shall mean all visitors to the Website. You accept these Terms each time you access the Website. If you do not accept these Terms, you must not use the Website.If you are under 18 years of age, you represent and agree that you possess the legal consent of your parent or guardian to access and use the Website.
Revisions to Terms. We may revise these Terms at any time by posting an updated version. You should visit this page periodically to review the most current Terms, because you are bound by them. Your continued use of the Website after a change to these Terms constitutes your binding acceptance of these Terms.
The terms “post” and “posting” as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the Website.
II. The Website
The “Website” means any website, mobile application, or Internet service under Semnur’s control, whether partial or otherwise, in connection with providing its services. The Website provides information about our business and our products and services.
III. Eligibility to Use the Website
- No part of the Website is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS The Website AT ANY TIME OR IN ANY MANNER.
|Semnur may communicate with you by email or posting notice on the Website.|
You agree to receive email from us at the email address you provided to us for customer service-related purposes.
V. Semnur’s Content Ownership and Use
|Semnur owns or has rights to all of the content we make available through the Website, but you may use it as you use the Website. You may not use our logo without our written permission.|
The contents of the Website include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other Semnur content (collectively, “Semnur Content”). All Semnur Content and the compilation (meaning the collection, arrangement, and assembly) of all Semnur Content are the property of Semnur or its licensors and are protected under copyright, trademark, and other laws.
License to You. We authorize you, subject to these Terms, to access and use the Website and the Semnur Content solely for the personal use of the Website, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Semnur Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Semnur Content on any copy you make of the Semnur Content.
Semnur Marks. “Semnur,” the Semnur logo, and other Semnur logos and product and service names are or may be trademarks of Semnur (the “Semnur Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use the Semnur Marks in any manner.
VI. Suggestions and Submissions
|We appreciate your comments, but if you send us creative ideas, we can use them without compensating you.|
We appreciate hearing from our users and welcome your comments regarding the Website. Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials (“creative ideas”), we shall:
- own, exclusively, all now known or later discovered rights to the creative ideas;
- not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and
- be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
VII. User Content Disclaimers, Limitations, and Prohibitions
|You are responsible for your actions when using and relying on the Website or content available on the Website.|
You accept that any reliance on material posted by other users or third-party service providers will be at your own risk. By using the Website you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.
|Do not do bad things with the Website, try to break it, or steal our hard work.|
You agree to use the Website only for its intended purpose and in an authorized manner. You must use the Website in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Website are prohibited. You may not:
- attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Website, user accounts, or the technology and equipment supporting the Website;
- frame or link to the Website without permission;
- use data mining, robots, or other data gathering devices on or through the Website, unless specifically allowed by these Terms;
- post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
- disclose personal information about another person or harass, abuse, or post objectionable material;
- use the Website in an illegal way or to commit an illegal act in relation to the Website or that otherwise results in fines, penalties, and other liability to Semnur or others; or
- access the Website from a jurisdiction where it is illegal or unauthorized.
VIII. Consequences of Violating These Terms
|If you do not act acceptably, we may prohibit your use of the Website.|
We reserve the right to prevent access to the Website for any reason, at our discretion. We reserve the right to refuse to provide the Website to you in the future.
You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Website.
IX. Semnur’s Liability
|We are not liable for the actions of users when they use the Website. We may also change the Website at any time and are not liable for how this may affect you. We do not guarantee the quality or accuracy of any content you view using the Website or other websites.|
Changes to the Website. We may change, suspend, or discontinue any aspect of the Website at any time, including hours of operation or availability of the Website or any feature, without notice or liability.
Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Website. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Website. Use the Website at your own risk.
Third-Party Websites and Applications. The Website may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.
Third-Party Functionality. The Website may allow you to use third-party content and functionality. You use such content or functionality subject to such third parties’ terms and conditions.
We make no promises and disclaim all liability of specific results from the use of the Website.
Released Parties Defined. “Released Parties” include Semnur and its affiliates, officers, employees, agents, partners, and licensors.
A. DISCLAIMER OF WARRANTIES
|You use the Website at your own risk. We make no warranties or guarantees.|
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE Website AND ANY PRODUCTS OR SERVICES MADE AVAILABLE ON OR THROUGH THE Website IS AT YOUR SOLE RISK, AND THE Website AND ANY PRODUCTS OR SERVICES MADE AVAILABLE ON OR THROUGH THE Website ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY THE RELEASED PARTIES OR OTHER PERSONS ON OR THROUGH THE Website, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE Website OR ANY PRODUCTS OR SERVICES MADE AVAILABLE ON OR THROUGH THE Website WILL MEET YOUR REQUIREMENTS, (ii) THE Website WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE Website WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS OR SERVICES AVAILABLE ON THE Website WILL MEET YOUR EXPECTATIONS, AND (iv) ANY ERRORS IN THE Website WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE Website IS ACCESSED 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 THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
B. LIMITATION OF LIABILITY AND INDEMNIFICATION
|We are not liable for anything that happens to you involving the Website. If you use the Website in a way that causes us to be included in litigation, you agree to pay all legal fees and costs for Released Parties.|
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE Website OR ANY PRODUCTS OR SERVICES MADE AVAILABLE ON OR THROUGH THE Website; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE Website; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE Website; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE Website. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ COLLECTIVE MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE Website OR YOUR USE OF SEMNUR CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.
You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any Semnur Content, or (iii) your breach of these Terms. We shall provide notice to you promptly of any such claim, suit, or proceeding.
X. General Terms
XI. Arbitration, Class Waiver, and Waiver of Jury Trial
|We are located in California, so all disputes must be resolved there. We will use arbitration to resolve any problems, and you cannot join a class action lawsuit or obtain a jury trial for any disputes you have with us related to your use of the Website.|
These Terms and the relationship between you and Semnur shall be governed by the laws of the state of California without regard to its conflict of law provisions. You and Semnur agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Website under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in Santa Clara county in the state of California. You covenant not to sue Semnur in any other forum.
You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Website or these Terms:
- YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
- YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
- YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.
Semnur Pharmaceuticals, Inc.
4970 El Camino Real #205
Los Altos, CA 94022