Terms of Use

Acceptance of the Terms of Use

You are entering into these terms of use (“Terms of Use”) with venBio Partners LLC, together with its affiliates and associated brands (collectively, the “Company”, “we” or “us”). The following terms and conditions, and any other documents that they expressly refer to (all together, these “Terms of Use”), govern your access to and use of the Company’s website, https://www.venbio.com, including any content, functionality, and services offered on the website (the “Service”).

All information and materials published, distributed or otherwise made available on the Service is provided for informational purposes, for your non-commercial, personal use only. No information or materials published on the Service constitutes a solicitation, an offer, or a recommendation to buy or sell any investment instruments, to affect any transactions, or to conclude any legal act of any kind whatsoever.

The Company does not provide investment, legal or tax advice through the Service and nothing herein should be construed as being financial, legal, tax or other advice. No investment or other decisions should be made solely based on the contents or information found on the Service. When making a decision about your investments, you should seek the advice of a professional financial advisor or qualified expert.

Please read the Terms of Use carefully before you start to use the Service. By accessing and using the Service, you accept and agree to be bound by and follow these Terms of Use and our Privacy Policy, which is incorporated into these Terms of Use. If you do not agree to these Terms of Use or the Privacy Policy, you must not access or use the Service.

This Service is offered and available to users who are 18 years of age or older. By using this Service, you represent and warrant to us that you are 18 years of age or older and that you are of legal age to enter into this binding contract with us. If you do not meet all of these eligibility requirements, you must not access or use the Service.

IMPORTANT NOTICE REGARDING ARBITRATION: THESE TERMS CONTAIN A MANDATORY ARBITRATION AGREEMENT, REQUIRING YOU TO RESOLVE ANY DISPUTE BETWEEN YOU AND COMPANY THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION, SUBJECT TO LIMITED EXCEPTIONS, RATHER THAN IN COURT, AND REQUIRING YOU TO FOREGO JURY TRIALS, CLASS, COLLECTIVE, AGGREGATE, MASS, REPRESENTATIVE, OR CONSOLIDATED ACTIONS OR PROCEEDINGS, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY AND EVERY KIND. YOU WILL BE BOUND BY THIS ARBITRATION AGREEMENT, UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE OPT-OUT PROCEDURES SET FORTH BELOW. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

Dispute Resolution – Binding Individual Arbitration & Class Action/Jury Trial Waiver (“Arbitration Agreement”)

Mandatory Binding Arbitration of Disputes. You and Company agree that, subject to limited exceptions specified in this Arbitration Agreement, all disputes, causes of action, or claims arising out of, in connection with, or related to these Terms of Use or this Arbitration Agreement, the Company Service, or any aspect of the relationship between you, on the one hand, and Company or its suppliers or sellers, on the other hand, or the breach, termination, enforcement, interpretation, or validity of the Terms of Use or this Arbitration Agreement (collectively, “Dispute(s)”), will be resolved through final and binding, individual arbitration in accordance with the rules and procedures of the American Arbitration Association (“AAA”), instead of in a court in any jurisdiction by a judge or jury. You and Company agree that an arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms of Use are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding this Arbitration Agreement, you and Company each retain the right to bring an individual action in small claims court if it qualifies. Each party also retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Class Action/Jury Trial Waiver. You and Company agree that each party is waiving the right to trial by a jury or to participate in any purported class, collective, aggregate, mass, representative, or consolidated action, arbitration, or other proceeding. Unless both you and Company agree in writing, each party may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, collective, aggregate, mass, representative, or consolidated action, arbitration, or other proceeding. If the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative, mass, or class proceeding. If the foregoing sentence is found to be unenforceable, then the entirety of this Arbitration Agreement section shall be null and void, and you and Company shall be deemed not to have agreed to arbitrate disputes on a mass or class basis. This Arbitration Agreement shall survive any termination of these Terms of Use.

Opt-Out Procedures. You can choose to reject this Arbitration Agreement by sending Company a written opt-out notice (“Opt-Out Notice”) within 30 days following the date you first agree to these Terms of Use by mail at 1700 Owens Street, suite 595, San Francisco, CA 94158 or by email at info@venbio.com. If mailed, the Opt-Out Notice must be postmarked no later than 30 days following the date you first agree to these Terms of Use. To be effective, the Opt-Out Notice must contain your name, address, and signature. If you opt-out of the Arbitration Agreement, all other parts of these Terms of Use will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with Company.

Rules & Procedures. The arbitration will be administered by the AAA under its Consumer Arbitration Rules and any supplementary rules (the “AAA Rules”) then in effect, except as modified by these Terms of Use. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms of Use.

A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. You can contact the AAA for more information on how to commence an arbitration proceeding at www.adr.org or 1-800-778-7879. Any arbitration hearings will take place in the county where you live or at another mutually agreed location.

It is the intent of the parties that the AAA Rules and the U.S. Federal Arbitration Act (“FAA”) shall preempt all state laws to the fullest extent permitted by law. If the AAA Rules and the FAA are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of California, without regard to its choice or conflict of law provisions.

Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Company will pay for all filing, administration and arbitrator fees and expenses if your Dispute is for $10,000 or less, unless the arbitrator finds your Dispute frivolous.

Changes to Arbitration Agreement. Notwithstanding the provisions of “Changes to Terms of Use” below, if Company changes any of the terms of this Arbitration Agreement after the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use), you may reject any such change by sending us written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Last Updated” date above. The written notice must be provided either by mail at 1700 Owens Street, suite 595, San Francisco, CA 94158 or by email at info@venbio.com. To be effective, your notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Company in accordance with the terms of this Arbitration Agreement as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use).

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time. All changes are effective immediately when we post them. The date of last modification is posted at the top of these Terms of Use.

Your continued use of the Service after we post revised Terms of Use means that you accept and agree to the changes. We recommend that you check this page from time to time, so you are aware of any changes, as they are binding on you.

Accessing the Service and Account Security

To access the Service or some of the resources it offers, you may be asked to provide certain registration details or other information. You agree that all information you provide to register with this Service or otherwise, including through the use of any interactive features on the Service, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information as described in our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not share it with any other person or entity. You also acknowledge that your account is personal to you and agree not to allow any other person to use your name, password, or other security information to access to this Service or any portions of it. If you become aware of any unauthorized access to, or use of, your user name or password, or any other breach of security, you agree to notify us immediately. You also agree to make sure that you exit your account at the end of each session. You should be especially cautious when accessing your account from a public or shared computer, so that others are not able to view or record your password or other personal information.

We have the right to terminate your use of the Service if, in our opinion, your use of the Service violates applicable laws, commits fraud, is harmful to others, or violates any provision of these Terms of Use.

You may terminate your use of the Service at any time, by notifying us at info@venbio.com that you no longer wish to use your account, or by ending your use of or removing the Service.

You understand that your content (not including credit card information), may be transferred in an unencrypted format (i.e., in plain text) and may involve (a) transmissions over various networks; and (b) changes to meet the formatting requirements of other networks or devices that we are connecting with. Your credit card information is always encrypted (i.e., converted into a code) during transfers.

Intellectual Property Rights

The Service and all of its contents, features, and functionality (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement of these), are owned by the Company, its licensors, or other providers of these materials and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Service for your personal, non-commercial use only. You may not use the Service or its contents in an illegal manner, or in a manner that violates the legal rights of others.

You may only reproduce, download, store or transmit our Service content in the following ways:

Your computer may temporarily store copies of such materials in RAM (a hardware feature used to store temporary data for the programs running on the device) when you access and view those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Service for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided that you agree to our end user license agreement for such applications.
If we provide social media features with certain content, you may take the actions allowed by those features.

In addition to the prohibitions, below you must not:

Modify copies of any materials from the Service.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Service.

You must not access or use for any commercial purposes any part of the Service or any services or materials available through the Service.

These Terms of Use do not grant you any rights, ownership, or interest in or to the Service or any content on the Service. The Company retains ownership of the Service and all of its contents and does not transfer any of those rights to you by allowing the activities listed above. If you use the Service in any ways that are not specifically allowed by these Terms of Use, that is not only a breach of these Terms of Use and but also may violate copyright, trademark, and other laws.

Trademarks

The venBio name, the term associated with venBio’s name, all Company logos on the Service, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Service are the trademarks of their respective owners.

Prohibited Uses

You may use the Service only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Service:

In any way that violates any applicable federal, state, local, or international law or regulation (including any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To transmit or solicit any advertising or promotional material (without our prior written consent), including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including by using email addresses or screen names associated with any of the above).
To act in any other way that prevents others from using or enjoying the Service, or that we believe is harmful to the Company or users of the Service (including activities that expose the Company or others to legal liability).

Additionally, you agree not to:

Use the Service in any way that could disable, overburden, damage, or weaken the site or interfere with any other party’s use of the Service, including their ability to engage in real time activities through the Service.
Use any robot, spider, or other automatic device, process, or tools to access the Service for any purpose, including monitoring or copying any of the material on the Service.
Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Service.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.
Copy, mirror or otherwise attempt to replicate or reproduce the Service.
Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Service.

User Contributions

The Service may contain message boards, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or share with other users or other persons (hereinafter, “post”) reviews, content or materials (collectively, “User Contributions”) on or through the Service.

All User Contributions must comply with these Terms of Use.

We do not verify the accuracy of any User Contributions that users make or place on the Service or that are transmitted through the Service, and we do not guaranty that any User Contribution has been submitted with the permission of the owner of the copyrights or other proprietary rights in such User Contribution or that the User Contribution is otherwise in compliance with these Terms of Use. We expressly disclaim any responsibility for any damage or loss caused or alleged to be caused by or in connection with User Contributions.

We do not claim ownership of any content that you provide. By providing any User Contribution on the Service, you grant us and our affiliates and service providers the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such reviews or materials for the purpose of providing you with the Service’s services, or fulfilling any orders which you place through the Service.

You represent and warrant that:

You own or control all rights in and to the User Contributions and you have the right to grant the license granted above to us and our affiliates and service providers.
Your User Contributions do not violate the intellectual property, privacy, publicity, or any other legal rights of third parties.
All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

Further, some of our service providers may use certain technologies to record your interactions with the Service, including without limitation, your keystrokes and mouse clicks, and information about when, how and from where you accessed our Service. This information is used to help us manage our sites and provide a good user experience. The service providers we use in this regard agree not to sell or disclose any of the recorded information to third parties (other than subcontractors who assist in providing this service to us or for legal compliance purposes at our direction).

Monitoring and Enforcement; Termination

We have the right to:

Monitor, remove, reject, or take any action with respect to any User Contribution that, in our opinion, violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for the Company.
Disclose your identity or other information about you as needed to comply with applicable laws.
Take appropriate legal action, including referring matters to law enforcement, for any illegal or unauthorized use of the Service.
Terminate or suspend your access to all or part of the Service for any violation of these Terms of Use.

Without limiting the above, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not review all material before it is posted on the Service and we cannot guarantee that any inappropriate material will be promptly removed after it has been posted.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the above, User Contributions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could lead to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy;
Attempt to deceive any person;
Promote any illegal activity, or advocate, promote, or assist any unlawful act;
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising; or
Give the impression that they come from or are authorized by us or any other person or entity, if this is not the case.

Reliance on Information Posted

The information presented on or through the Service is made available solely for general information purposes. We do not guarantee the accuracy of this information.

This Service may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials.

Information About You and Your Visits to the Service

All information we collect on this Service is subject to our Privacy Policy. By using the Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Service

You may link to pages of our Service, as long as you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in any way that suggests you are associated with, endorsed by, or approved by the Company, unless we have given you our express written consent to do so.

This Service may provide certain social media features that enable you to:

Link from your own or certain third-party websites to certain content on this Service.
Send emails or other communications with certain content, or links to certain content, on this Service.
Cause limited portions of content on this Service to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with, and in accordance with any additional terms and conditions we provide for such features. You may not take any action with respect to the materials on this Service that is inconsistent with any other provision of these Terms of Use.

Links from the Service

The Service may contain third party content or links to third party websites. The content and links are provided solely for your convenience and information. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by the Company of any information contained in any third-party web site. The Company has no control over, does not assume any responsibility for and does not make any warranties or representations as to, any third-party content or websites, including but not limited to, the accuracy, subject matter, quality or timeliness, or your use of or inability to use such site. The Company shall have no liability for third party content or websites or websites linking to or framing the Company Service. You should also be aware that the terms and conditions of such site and the site’s privacy policy may be different from those applicable to your use of this Service.

Geographic Restrictions

The owner of the Service is based in the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so at your choosing and at your own risk, and you are responsible for compliance with local laws.

Disclaimer of Warranties

Your use of the Service is at your own risk. The Service, together with all content, information and materials contained therein, is provided “as is” and “as available”, without any representations or warranties of any kind. Any materials, information or content accessed, downloaded or otherwise obtained through the use of the Service is done at your own risk and The Company is not responsible for any damage to your computer systems or loss of data that results from the download of such material. The Company and its affiliates expressly disclaim all representations or warranties of any kind, whether express or implied, with respect to the Service, and all materials, information, content and functionalities contained herein, including but not limited to warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, The Company does not warrant the accuracy, timeliness, completeness, security, reliability or availability of the Service or the information or results obtained from use of the Service, or that the Service will be available at all times, or is virus-free or error-free. The Company cannot and does not guarantee continuous, uninterrupted or secure access to the Service.

Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL THE COMPANY OR ANY OF ITS AFFILIATES OR SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, INTENDED CONDUCT, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), NOR FOR ANY DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH THE EXISTENCE, ACCESS TO, USE OF, OR INABILITY TO USE THE SERVICE OR RELATING TO ANY MATERIALS, INFORMATION, QUALIFICATION, OR RECOMMENDATIONS ON THE SERVICE, EVEN IF THE COMPANY OR ANY OF ITS AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

DESPITE THE FOREGOING LIMITATION OF LIABILITY FOR DAMAGES, IF A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION DECIDES TO AWARD MONETARY DAMAGES TO YOU FOR ANY CLAIM OR CAUSE OF ACTION ARISING FROM THE SAME, THE AMOUNT OF MONETARY DAMAGES FOR SUCH CLAIM OR CAUSE OF ACTION SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

THE LIMITATIONS AND DISCLAIMERS IN THESE TERMS OF USE DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING NEW JERSEY LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company and its affiliates, and each of their respective directors, officers, partners, employees, agents, successors, and assigns from and against all losses, liabilities, damages, claims and expenses, including attorneys’ fees, arising out of, relating to, or resulting from your violation of these Terms of Use or misuse of the Service, including such violation or misuses conducted by your employee or agent.

Severability

If any term, clause, or provision of these Terms of Use, or any portion therefore, is held by a court or other authority to be invalid, illegal or unenforceable for any reason, then that term, clause, provision, or portion shall be eliminated or limited to the minimum extent possible, such that the remaining provisions of the Terms of Use will continue in full force and effect.

Your Comments and Concerns

The Company’s address is: 1700 Owens Street, suite 595, San Francisco, CA 94158.

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy (set forth above) in the manner described above.

All other feedback, comments, requests for technical support, and other communications relating to the Service should be directed to: info@venbio.com.