TERMS OF USE

Last Updated: November 12, 2018

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE WEBSITE

This site, located at www.humanigen.com and any other Humanigen-operated website or application that links to these Terms of Use (the “Site”) is owned by Humanigen, Inc. (“Humanigen”, “we”, “our” or “us”). Your use of this Site is subject not only to these Terms of Use, but also to this Site’s Privacy Policy, the terms of which are incorporated into these Terms of Use by reference. By accessing and using this Site, you acknowledge that you are at least 18 years of age and have read and accept these Terms of Use. If you do not agree to these Terms of Use, do not use this Site. Humanigen may modify the Site, and the rules and regulations governing its use at any time, and by continuing use of the Site after such changes are posted, you are deemed to have accepted those changes. You further agree that you accept any and all responsibility and liability related to your use of this Site. These Terms of Use constitute a binding legal agreement between you and Humanigen.

YOUR USE OF THE SITE IS SUBJECT TO AN ARBITRATION PROVISION AS SET FORTH BELOW, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. 

1. PURPOSE OF SITE. This Site is for informational purposes only. This Site and its contents herein should not be used by you for diagnosing a health or fitness problem or disease. For further information about Humanigen products, please consult your physician or medical advisor.

2. USE OF HUMANIGEN CONTENT; INTELLECTUAL PROPERTY. The content of this Site, including but not limited to the information, materials, images and product names, as well as the Site design, layout, look, appearance, an graphics on the Site (the “Humanigen Content”), are owned by or licensed to Humanigen and are  protected under applicable copyright, trademark, and other intellectual property laws. Unless otherwise identified as being owned by another entity, all product names identified by ™ or ® symbols are trademarks owned by or licensed to Humanigen or its affiliates. The Humanigen Content may not be copied, downloaded and stored in a retrieval system, modified, redistributed, or republished in any way, except that you may download one (1) copy of the Humanigen Content for your personal informational and noncommercial use only, as long as all copies of the Content retain all copyright, trademark, and other proprietary notices and disclaimers.

On the condition that you comply with all your obligations under these Terms of Use, Humanigen grants you a limited, revocable, non-exclusive, non-transferable license to access the Site.  Any use of the Site in excess of this license is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use this Site.

Your access to this Site is provided on a temporary basis with no guarantee for future availability.  We reserve the right to withdraw or modify any content or products we provide on the Site without notice.

 

3. HYPERLINK SITES. This Site contains hypertext links to other websites (“Hyperlink Sites “). Hyperlink Sites are not Humanigen websites. If you access a Hyperlink Site you do so at your own risk. Humanigen does not control or endorse any Hyperlink Site, including its content. Humanigen makes no representations or warranties whatsoever as to a Hyperlink Site including but not limited to a Hyperlink Site’s availability or its content. Humanigen IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE CONTAINED OUTSIDE THE SITE. Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the Site, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such user, advertiser, or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Site.

4. Your Content and Suggestions.

The Site includes features that involve information that you upload, submit, or send through the Site (e.g., blog comments) (“Your Content”).  This section provides the terms and conditions governing your use of such features.

By submitting Your Content to the Site, you grant Humanigen a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, create derivative works of, adapt, display, and perform Your Content. You represent and warrant that you have the necessary rights to Your Content, including the right to assign or grant a license to your rights in these Terms of Use.  Please do not submit Your Content to the Site if do not wish to grant us the rights set forth in this Section.

We welcome your comments regarding the Site, Humanigen Content, and our products. In addition to the license you grant to us in this Section for Your Content, if you elect to provide or make available suggestions, comments, ideas, improvements, or other information or materials to us in connection with or related to the Site and Humanigen’s products (including any related technology), whether you send such information or materials to us through the Site or through a separate communication channel, you grant us a non-exclusive, perpetual, royalty-free, irrevocable right to use, disclose, reproduce, modify, license, transfer, and otherwise distribute, and exploit any such information or materials in any manner.  Please do not send us such information or materials, if you do not wish to grant us the rights set forth in this Section.

You agree that you will not use the Site to send, post, or publish:

i. Any content that is obscene, defamatory, threatening, harassing, abusive, slanderous, racially, or ethnically offensive, hateful, or embarrassing to any other person or entity;

ii. Any message, data, code, or software that would violate our, or any third party, proprietary, or intellectual property rights, including unauthorized copyright text, images, programs, trade secrets, or other confidential proprietary information, or use trademarks or service marks in an infringing fashion;

iii. Any personal information of a third party, or images that include a third party or depict a third party’s likeness, without the third party’s express, written consent;

iv. Any advertisements or solicitations of business, chain letters, pyramid schemes, or bulk e-mail lists or upload;

v.  Any materials that violate, could cause us or a third party to violate, or encourage us or a third party to violate any applicable law, statute, ordinance, or regulation; or

vi. Any content or communications intended to impersonate someone else.

Your Content is your sole responsibility. Under no circumstances will we be liable in any way for Your Content or for any loss or damage of any kind incurred as a result of the use of any of Your Content. Humanigen further reserves the right to monitor, delete or modify any of Your Content that it deems offensive, inappropriate, advertising, illegal, off-topic or otherwise violates these Terms of Use.

Humanigen may suspend or terminate, in whole or in part, your access to the Site and the related services if you violate the terms and conditions set forth in this Section. 

5. Other Restrictions on Your Use of the Site.

In addition to complying with terms and conditions in the previous section concerning Your Content, you agree that when using the Site, you will not:

  • Delete, modify, or attempt to change or alter any of the Humanigen Content or notices on the Site;

  • Introduce into the Site any virus, rogue program, time bomb, drop dead device, back door, Trojan horse, worm or other malicious or destructive code, software routines, denial of service attack, or equipment components designed to permit unauthorized access to the Site, or to otherwise harm other users, Humanigen Content, or any third parties, or perform any such actions;

  • Use the Site to commit fraud or conduct other unlawful activities, including using stolen payment information to make a purchase; 

  • Access or attempt to access any other person’s account, information, or content without permission;

  • Copy, modify, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Site is based;

  • Use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Site for any reason;

  • Use any Humanigen Content made available through the Site in any manner that misappropriates any trade secret or  infringes any copyright, trademark, patent,  rights of publicity, or other proprietary right of any party;

  • Decrypt, transfer, frame, display, or translate (except translations for personal use) any part of the Site;

  • Connect to or access any Humanigen computer system or network without authorization; or

  • Use the information in the Site to create or sell a similar service.

 

Humanigen may suspend or terminate, in whole or in part, your access to the Site and the related services if you violate the terms and conditions set forth in this Section.  If your violation of this Agreement is related to the purchase of a product on the Site, Humanigen may also cancel or void any related purchase order.

6. YOUR PRIVACY. The Humanigen Privacy Policy describes how we collect and use personal information about you through the Site. 

7. DISCLAIMER OF WARRANTY. THIS SITE IS PROVIDED BY Humanigen ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THIS SITE IS AT YOUR OWN RISK. Humanigen MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED AS TO THE OPERATION OF THIS SITE (INCLUDING ITS AVAILABILITY, SECURITY, OR WHETHER IT IS ERROR-FREE) OR THE PRODUCTS, MATERIALS, OR HUMANIGEN CONTENT INCLUDED ON THIS SITE, INCLUDING THE CORRECTNESS, USEFULNESS, OR ACCURACY THEREOF. FURTHER, Humanigen EXPRESSLY DISCLAIMS ANY OBLIGATION TO UPDATE OR CORRECT INFORMATION CONTAINED ON THIS SITE AND EXPLICITLY DISCLAIMS ANY DUTY TO DO SO. Humanigen ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE HUMANIGEN CONTENT OF THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR OWN RISK AND AS SUCH YOU ASSUME FULL RESPONSIBILITY AND ALL RISKS ARISING FROM YOUR USE OF THIS SITE. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, Humanigen DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.  NOTHING CONTAINED ON THE SITE IS INTENDED OR SHOULD BE CONSTRUED AS MEDICAL ADVICE.  ANY MATERIAL CONTAINED IN THIS SITE IS FOR CONSUMER INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY.  INDIVIDUALS SHOULD CONSULT A MEDICAL PROFESSIONAL FOR INDIVIDUAL HEALTHCARE RECOMMENDATIONS.  CERTAIN JURISDICTIONS DO NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES.  IN THE EVENT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS CONTAINED IN THESE TERMS OF USE SHALL BE DETERMINED BY A COURT TO BE INVALID OR UNENFORCEABLE, THEN SUCH PROVISIONS SHALL BE REFORMED TO THE MAXIMUM LIMITATION PERMITTED BY APPLICABLE LAW.  TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO 90 DAYS FROM THE DATE OF ACCESS, AS APPLICABLE.

 

8. LIMITATION OF LIABILITY; INDEMNITY. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Humanigen, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, HUMANIGEN CONTENT DISPLAYED ON THIS SITE, OR A HYPERLINK SITE, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. CERTAIN JURISDICTIONS DO NOT PERMIT LIMITATIONS ON THE EXCLUSION OF CERTAIN DAMAGES.  IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.  IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. You agree to indemnify and hold Humanigen, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, brought by a third party and arising out of, resulting from or connected with: (i) alleging injury, damage or loss resulting from your use of the Site; (ii) alleging that your content infringes a copyright, patent, or trademark or misappropriates a trade secret of a third party; (iii) related to any act or omission by you which is a breach of your obligations under these Terms of Use; and (iv) your use of information obtained through the Site.

You have the right to defend and compromise such claim at your expense for the benefit of Humanigen and its subsidiaries, affiliates, officers, agents, and other partners and employees, provided, however, you will not have the right to obligate such parties in any respect in connection with any such settlement without the written consent of the indemnified party.  Notwithstanding the foregoing, if you fail to assume you obligation to defend, Humanigen may do so to protect its interests and you will reimburse all costs incurred by Humanigen in connection with such defense.

9. MODIFICATIONS. Humanigen reserves the right to modify this Site including its Humanigen Content, policies, and Terms of Use at any time without prior notice to you.

10. SEVERABILITY. If any term or condition of these Terms of Use shall be deemed to be invalid, void, illegal, or for any reason unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of the remaining terms and conditions.

11. GOVERNING LAW AND AGREEMENT TO ARBITRATE. In the event of any dispute between you and Humanigen or its affiliates arising under or from these Terms of Use or your use of this Site, such dispute shall be governed and construed under the laws of the State of California without regard to principles of conflict of laws.  All disputes arising out of, or relating to, these Terms of Use (including formation, performance, breach, enforceability, and validity of these Terms of Use) or our operation of the Site shall be resolved by final and binding arbitration to be held in the English language in California pursuant to the Commercial Arbitration Rules of the American Arbitration Association.  The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these Terms of Use, including any claim that all or any part, of these Terms of Use is void or voidable. 

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.

Without prejudice to the agreement to resolve disputes in binding arbitration set forth in the previous paragraph, either party to these Terms of Use may obtain preliminary injunctive relief in a court of competent jurisdiction, for the purpose of enforcing any of the terms of these Terms of Use pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.

12.    NOTICES.  You can provide any notices to us under these Terms of Use by e-mail or mail using the contact information provided in Section 12.  Unless you tell us otherwise, or the law requires otherwise, you agree to receive all communications from us by e-mail or through posting notices to your account.  You are responsible for providing Humanigen with up-to-date contact information, which you may do by sending a message to use via the contact information provided in Section 12.  You agree that all communications that we send to you electronically satisfy any legal requirement that a communication be in writing.  You may print the communications for your records.

13.  CONTACT US.  If you have any questions or need to contact us for any reason relating to these Terms of Use, please e-mail questions@humanigen.com. You mail also send us mail at the following address:

Humanigen, Inc.

533 Airport Blvd., Suite 400

Burlingame, CA 94010

 

14.  GENERAL. Humanigen’s failure to act in a particular circumstance does not waive its ability to act with respect to that circumstance or similar circumstances.  No rights or obligations under these Terms of Use may be assigned or transferred by you, either voluntarily or by operation of law, without Humanigen’s express prior written consent. These Terms of Use compose the entire agreement between you and Humanigen and supersede all prior agreements between the parties regarding the subject matter contained herein.

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