Last Updated: 8-25-2022
The Website is owned or controlled by Teon Therapeutics, Inc. (“Teon,” “we,” “us,” or the “Company”) and is intended for and applicable only for residents of the United States, age 18 or older. If you are from another jurisdiction or under 18 years of age, you may not use the Website.
The information provided on this Website is for general informational and educational purposes only. Certain sections of this Website are intended for particular audiences including Teon’s employees, partners and shareholders, as well as members of the health care community and the general public.
When you access this Website in any way (such as browsing or using the Website and/or information contained on the Website and/or submitting information through the Website), you acknowledge and represent that you have read, understood and agree and are bound by this Agreement, including, but not limited to the following terms: (1) conducting this transaction electronically, (2) disclaimers of warranties, (3) damage and remedy exclusions and limitations, (4) binding arbitration, and (5) choice of California law. If you do not agree to be bound by the Agreement, you may not access or use the Website.
Teon may modify this Website and the rules and regulations governing its use, at any time in its sole discretion. Modifications will be posted on the Website, so please check back periodically. By continuing use of the Website after such changes to the Agreement are posted, you are accepting such changes. We will also update the “Last Updated” date at the top of the Agreement.
We may, in our sole discretion and at any time and for any reason (including but not limited to your violation of this Agreement or the law), discontinue the Website or any part of the Website, or we may prevent your use of the Website, in any case with or without notice to you. We assume no liability for any information removed from the Website. You agree that you do not have any rights in the Website and that we have no liability to you if the Website is discontinued or if you are no longer able to access the Website or any information that was previously made available to you on the Website.
Use of the Website
The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Website or any portion thereof; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or any other Company content (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Company’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Website except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Website. Any future release, update or other addition to the Website shall be subject to the Agreement. Company, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Website terminates the licenses granted by Company pursuant to the Agreement.
The entire contents of this Website are subject to copyright protection. Copyright ©2019-2022 Teon Therapeutics, Inc. Nothing in this Agreement should be construed as granting, by implication or otherwise, any license or right to use any of the intellectual property displayed on the Website without the Company’s prior written permission.
However, you are free to view, copy, print, and distribute material from the Website, as long as:
- The material is used for informational purposes only.
- The material is used for non-commercial purposes only.
- The material is not modified or altered in any way.
- Any and all copyright, trademark and other proprietary notices or identifying information must appear on all copies.
You agree that Company and its suppliers own all rights, title and interest in the Website (including but not limited to, any computer code, themes, objects, concepts, methods of operation, moral rights, documentation, and Company software, as applicable). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website.
Teon and all related graphics, trade names, service marks and logos displayed on this Website or in connection with the Website are either registered or unregistered trademarks or service marks of Teon. All product names, whether or not appearing in large print or with the trademark symbol, are trademarks of Teon, its affiliates, or partners. You may not use these or any other Teon trademarks or service marks without our written permission. Other trademarks, service marks and trade names that may appear on or in the Website are the property of their respective owners.
We do not endorse, verify, evaluate or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any such information.
Binding Arbitration, Jury Waiver, Class Waiver, and Governing Law
Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Company and limits the manner in which you can seek relief from us.
The arbitrator(s) shall be selected pursuant to the JAMS Rules and Procedures.
The arbitrator(s) shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law.
If you initiate arbitration against Company, you will not be responsible for professional fees for the arbitrator(s)’s services or any other JAMS fees. If Company initiates arbitration against you, Company will pay for the arbitrator(s)’s services and any other JAMS fees associated with the arbitration.
If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor Company shall be entitled to arbitrate their dispute.
In addition to the foregoing, and notwithstanding the rules of JAMS, certain procedures will apply depending on the amount in controversy. For controversies and claims in which the amount in controversy is less than $1,000,000.00 (one million dollars), the following procedures will apply:
- There will be one (1) arbitrator selected from the panel provided by JAMS, using the JAMS rules for arbitrator selection.
- The arbitration will occur within 90 days from the date on which the arbitrator is appointed and will last no more than five (5) business days.
- The arbitrator shall institute discovery consistent with the goals of arbitration. Discovery and disclosure of information will be conducted under the rules provided by JAMS to achieve the usual goals of arbitration, including cost effective and efficient resolution of disputes between you and the Company, but in no event shall you or the Company be entitled to discovery rights greater than provided by the Federal Rules of Civil Procedure.
For controversies and claims in which the amount in controversy is equal to or exceeds $1,000,000.00, the following procedures will apply:
- There will be three (3) arbitrators selected by the panel provided by JAMS, using the JAMS rules for arbitrator selection.
- You and the Company will be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure.
- You and the Company will be entitled to appeal any arbitration award to an Appeal Panel under JAMS Optional Arbitration Appeal Procedures. You and the Company agree to and request oral argument for any appeal filed under the Optional Arbitration Appeal Procedures.
YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Company are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
THE ARBITRATOR(S) HAVE NO AUTHORITY TO AWARD PUNITIVE DAMAGES. NEITHER YOU NOR COMPANY AGREES TO ANY ARBITRATION ON A CLASS BASIS, AND THE ARBITRATOR(S) SHALL HAVE NO AUTHORITY TO PROCEED ON SUCH A BASIS. YOU AND THE COMPANY MAY ASSERT A CLAIM OR COUNTERCLAIM ONLY IN SUCH PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE JAMS RULES, THE ARBITRATOR(S) MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS PROCEEDING. UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, ARBITRATOR(S) SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING.
BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION.
You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: [insert email address], within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Company Party” and collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) your use of, or inability to use, the Website; (b) your violation of the Agreement; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses. This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with use of the Website. You agree that the provisions in this section will survive any termination the Agreement and/or your access to the Website.
Disclaimers; Limitation of Liability
Teon makes no warranties or representations of any kind about the Website (or any Website feature). You agree that access to and use of this Website and the content thereof is at your own risk. Teon may change or update the information on the Website, or the products mentioned, at any time without notice.
THE WEBSITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE WITH RESPECT TO THE WEBSITE OR ANY INFORMATION THEREIN. COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE WEBSITE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE.
ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE WEBSITE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE WEBSITE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
As a part of the Website, you may have access to materials that are hosted by another party. You agree that it is impossible for Company to monitor such materials and that you access these materials at your own risk. YOU ACKNOWLEDGE AND AGREE THAT COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL TEON BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE OR BUSINESS INTERRUPTION (COLLECTIVELY, “DAMAGES”) THAT ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE WEBSITE OR ANY OTHER MATTER RELATED TO THE WEBSITE WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, NOR SHALL TEON BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE WEBSITE’S RECORDS, PROGRAMS, OR SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL TEON BE LIABLE FOR ANY DAMAGE OF ANY KIND THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE COMPANY PARTIES ARE LIABLE TO YOU EXCEED THE GREATER OF: (A) TOTAL AMOUNT ACTUALLY PAID TO COMPANY BY YOU DURING THE SIX-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES; AND (C) ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF OUR NEGLIGENT, FRAUDULENT OR RECKLESS ACT(S) OR INTENTIONAL MISCONDUCT.
THIS WEBSITE MAY CONTAIN GENERAL INFORMATION RELATING TO VARIOUS MEDICAL CONDITIONS AND THEIR TREATMENT. SUCH INFORMATION IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT MEANT TO BE CONSTRUED AS MEDICAL ADVICE NOR IS IT MEANT TO BE A SUBSTITUTE FOR ADVICE PROVIDED BY A DOCTOR OR OTHER QUALIFIED HEALTH CARE PROFESSIONAL. PATIENTS SHOULD ALWAYS CONSULT WITH A DOCTOR OR OTHER HEALTH CARE PROFESSIONAL FOR MEDICAL ADVICE OR INFORMATION ABOUT DIAGNOSIS AND TREATMENT. THE COMPANY DOES NOT REVIEW, APPROVE, MONITOR, ENDORSE, WARRANT, OR MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE CONTENT, COMPLETENESS, RELIABILITY OR ACCURACY OF ANY INFORMATION RELATING TO MEDICAL CONDITIONS OR TREATMENT ON THE WEBSITE.
Information, News and Press Releases
The Website may contain information, news and/or press releases about Teon. Teon disclaims any duty or obligation to update this information, news or any press releases featured on the Website. Information about companies other than Teon contained in the news, press releases or otherwise, should not be relied upon as being provided or endorsed by Teon.
Forward Looking Statements
Teon’s website may contain “forward-looking statements” which represent Teon’s current judgment and future expectations. These statements are not guarantees of future performance and undue reliance should not be placed on them. Although Teon attempts to be accurate in making these forward-looking statements, such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements. Teon assumes no obligation to update any forward-looking statements as a result of new information or future events or developments.
Content on the Website that is provided by Company or its licensors, including information, materials, graphics, photographs, images, screen shots, text, digitally downloadable files, trademarks, logos, product and program names, slogans, and the compilation of the foregoing (“Content”) is the property of Company and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. Unless otherwise specified by Company in a separate license, your right to use any and all Content is subject to the Agreement.
Use of the Website
The following requirements apply to your use of the Website: (a) you will not use any electronic communication feature of the Website for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect or store personal data about other users; (d) you will not use the Website for any commercial purpose not expressly approved by Company in writing; (e) you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication; and (f) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.
Jurisdiction and Governing Law
This Agreement shall be governed by the laws of the United States of America and the State of California without regard to its conflicts of laws principles. By using the Website, you hereby agree that any action to enforce any arbitration award and other other disputes or proceedings regarding this Agreement that are not subject to arbitration shall be brought exclusively in a federal or state court of competent jurisdiction sitting in San Francisco, California. This Agreement operates to the fullest extent permissible by law.
YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE WEBSITE AND/OR THIS AGREEMENT, WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION.
Although it may be accessed worldwide, this Website and its contents are intended only for residents of the United States. This Website may contain links to other sites some of which are located outside the United States. Those sites may have information appropriate only to the particular country in which the originating affiliate and site are based. Nothing in this Website should be interpreted as a promotion or solicitation for any product that is not authorized by the laws and regulations of the country where you are located.
Where Company requires that you provide an e-mail address, you are responsible for providing Company with your most current e-mail address. In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Company at the following address: 555 Twin Dolphin Drive, Suite 120, Redwood City, CA, 94065. Such notice shall be deemed given when received by Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
If we fail to act with respect to your breach or anyone else’s breach on any occasion, we are not waiving our right to act with respect to future or similar breaches.
If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
Both you and Company acknowledge and agree that no partnership is formed and neither you nor the Company has the power or the authority to obligate or bind the other.
The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
The failure of the Company to comply with this Agreement because of an element of nature or act of God, act of war, fire, flood, earthquake, riot, terrorism, civil disorder, rebellion, revolution, widespread computer virus or worm, pandemic, action of federal, state or local governmental authorities, or for any other reason beyond the reasonable control of Company, shall not be deemed a breach of this Agreement.
The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.