Effective Date: December 1, 2017
Please note the arbitration provision set forth below, requiring you to arbitrate any claims you may have against us on an individual basis. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.
Agreement to These Terms
Acceptance. Please read these Terms carefully before accessing the Sites. In order to use the Sites, you must first agree to be bound by these Terms. By accessing the Sites, you indicate that you have read, understood, and agreed to be bound by these Terms. If you do not agree to be bound by these Terms, you are not authorized to use the Sites. Furthermore, you are not authorized to use the Sites if (i) you are not of legal age or otherwise do not have the legal capacity to form a binding contract with Aurinia, or (ii) you are a person barred from using the Sites either (a) under the laws of the country in which you reside or from which you are attempting to access the Sites, or (b) due to prior violations of these Terms.
Modification. We reserve the right to modify these Terms at any time. You shall periodically review these Terms to be aware of such modifications. You further agree that your continued use of the Sites after any such modifications have been made shall be deemed to be your conclusive acceptance of any modified version of these Terms. We will indicate that changes to these Terms have been made by updating the date indicated after “Effective Date” at the beginning of these Terms. We will be happy to provide you with prior versions of these Terms upon your written request to us. If you do not agree to abide by the initial version and any modified version of these Terms, then you are not authorized to use the Sites. A current version of these Terms is accessible through the footer of the Sites’ homepage.
Aurinia views the protection of your privacy as an important responsibility. The terms regulating the handling of personal information and other information provided by you in connection with the Sites is described in our Privacy Statement. By using the Sites, you consent to the collection and use of your personal information by us as described in the Privacy Statement.
Governing Law; Jurisdiction; Agreement To Arbitrate
These Terms are governed by the laws of British Columbia, Canada without resort to its conflict of laws principles. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms. You expressly agree that exclusive jurisdiction for any dispute with Aurinia, or in any way relating to Your use of the Website, resides in the courts of British Columbia, Canada.
By visiting the Sites, you and Aurinia agree that, if there is any controversy, claim, action, or dispute arising out of or related to any transaction conducted on the Sites, or the breach, enforcement, interpretation, or validity of these Terms or any part of them (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute.
Notice shall be sent TO:
(1) Aurinia at #1203-4464 Markham Street, Victoria, British Columbia V8Z 7X8 Canada, or
(2) you at: your address on file with us, where available.
Both you and Aurinia agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party.
IF ANY dispute CANnot be resolved by the above dispute resolution procedure, you agree that the sole and exclusive jurisdiction for SUCH Dispute will be decided by binding arbitration ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. Other rights that you and we would have in court will not be available or will be more limited in arbitration, including discovery and appeal rights. All such Disputes shall be exclusively submitted to Judicial Arbitration and Mediation Services, Inc. for binding arbitration under its rules then in effect in the British Columbia area, before one arbitrator to be mutually agreed upon by both parties.
The arbitrator, and not any provincial, federal, state or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability or formation of these Terms, including any claim that any part or all of these Terms are void or voidable.
Special Note to Our Visitors
The Sites do NOT provide any medical advice, diagnosis, or treatment. If You need medical advice, diagnosis, or treatment, please see a physician and do NOT use the Sites for that purpose. Further, Aurinia does not and cannot recommend treatment or offer medical advice on personal health matters. The contents contained herein, including but not limited to all product information, are for informational purposes only and are not intended, nor should they be used, as a substitute for professional medical advice, diagnosis or treatment. Aurinia does not recommend or endorse any specific tests, products, procedures, opinions, or other information that may be mentioned on the Sites. The contents on the Sites shall not be used as a substitute for professional diagnosis or treatment. Your access to or use of the Sites does not create in any way a physician-patient relationship, any sort of confidential relationship, or any other relationship that would give rise to any duties on the part of Aurinia, its agents, or employees. Always seek the advice of a qualified healthcare professional with any questions you may have regarding any medical condition. Never disregard medical advice or delay in seeking medical advice because of something you have read on the Sites. In case of an emergency, call 911 for immediate assistance.
Copyright. The Sites contain various Content that is protected by the copyright laws of Canada and other jurisdictions. As between you and Aurinia, Aurinia owns all rights, title, and interest (including all copyright, trademark, patent, trade secret and other intellectual property rights) in and to the Sites (including all Content appearing therein), and you have no rights in and to the Sites other than as expressly set forth in these Terms. Except for information that is in the public domain or for which you have been given express written permission by Aurinia, no Content may be sold, leased, copied, reproduced, republished, uploaded, displayed, posted, transmitted, distributed, modified, publicly performed, used in any derivative works based thereon, or otherwise used for any public or commercial purpose without the prior written consent Aurinia or, where applicable, our licensors. However, you may print copies of materials on the Sites for your personal, noncommercial use only, provided that (a) you must keep intact all copyright, trademark, and other proprietary notices appearing therein and (b) you use such materials solely in the manner permitted by these Terms and not in any manner that competes with us.
Trademarks. Our trademarks, names, graphics, designs, logos, page headers, button icons, scripts, commercial markings, trade dress, and service names appearing on the Sites and which indicate a source of goods or services (collectively, the "Trademarks") belong exclusively to Aurinia or to our licensors, sponsors, suppliers or other third parties, as indicated. Trademarks are protected by the trademark laws of Canada and other applicable jurisdictions. You may not use, copy, reproduce, republish, distribute or modify any Trademark in any way, including distributing Content for advertising, publicity, or otherwise, without our prior written consent or the consent of such third party Trademark holder, as applicable.
Removal of Notices. You shall not remove, obscure, or alter any proprietary rights notices (including copyright and Trademark notices) that may be affixed to or contained within any Content, and you shall abide by all such notices.
You shall not use the Sites in any manner that:
(a) is designed to interrupt, destroy, or limit the functionality of, any computer software or hardware or telecommunications equipment (including by means of software viruses or any other computer code, files or programs);
(b) interferes with or disrupts the Sites, services connected to the Sites, or otherwise interferes with operations or services of the Sites in any way;
(c) infringes any copyright, trademark, trade secret, patent or other right of any party, or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);
(d) consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
(e) causes us to lose (in whole or part) the services of our internet service providers or other suppliers;
(f) links to materials or other content, directly or indirectly, to which you do not have a right to link;
(g) is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, as determined by Aurinia in its sole discretion;
(h) copies, modifies, creates a derivative work of, reverse engineers, decompiles or otherwise attempts to extract the source code of the software underlying the Sites or any portion thereof;
(i) violates, or encourages anyone to violate these Terms, any ancillary terms and conditions listed on the Sites, or the Privacy Statement; or
(j) violates, or encourages anyone to violate, any applicable local, state, national, or international law, regulation, or order.
The Sites are not intended for use by persons under the age of 18. By accessing and using the Sites, you indicate that you are at least 18 years old or older.
Third Party Links & Websites
The Sites provides links to third party websites that we believe may be of possible interest to you. Because we do not continually monitor, endorse or otherwise have control over such websites, we are not responsible or liable, directly or indirectly, for (i) the availability of such websites, (ii) any content, claims, data, text, software, music, sound, photographs, video, messages, tags, links, advertising, services, products, or other materials on or available from such websites, (iii) your participation, correspondence, or business dealings with any third party found on or through the Sites regarding payment and delivery of specific goods and services, and any other terms, conditions, representations, or warranties associated with such dealings, which are solely between you and any such third party, or (iv) any damage or loss caused or alleged to be caused by or in connection with your interaction with any such third party. Your use of any website linked to from the Sites is subject to the policies and procedures of the owner of such website, and your use of all such websites is subject to such policies and procedures and not to the terms and conditions of these Terms. You understand that by using any third party website linked to from the Sites, you may be exposed to content or other materials that are inaccurate, offensive, indecent, defamatory, or otherwise objectionable.
Linking to this Website & Framing
Creating or maintaining any link from another website to any page on the Sites without Aurinia’ prior written permission is prohibited. Running or displaying the Sites or any material displayed on the Sites in frames or through similar means on another website without Aurinia’ prior written permission is also prohibited. Any permitted links to the Sites must comply will all applicable laws, rules and regulations.
Disclaimer of Warranties
YOUR USE OF THE SITES IS “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. NEITHER AURINIA NOR ANY OF ITS PAST, CURRENT, OR FUTURE AFFILIATES, NOR ANY OF THEIR RESPECTIVE PAST, CURRENT, OR FUTURE EQUITY HOLDERS, DIRECTORS, OFFICERS, LICENSORS, AGENTS, EMPLOYEES, CONSULTANTS OR REPRESENTATIVES (COLLECTIVELY, THE “AURINIA PARTIES”) SHALL HAVE ANY LIABILITY, OBLIGATION, OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, COST, EXPENSE, LIABILITY, OR OTHER ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED OR WHICH HAS HAPPENED, DIRECTLY OR INDIRECTLY, THROUGH YOUR USE OF THE SITES. AURINIA FURTHER DOES NOT MAKE ANY GUARANTY OF THE ACCURACY, CORRECTNESS, USEFULNESS, OR COMPLETENESS OF, AND IS NOT LIABLE FOR LOSSES OR DAMAGES ALLEGED TO ARISE FROM OR ARISING FROM, ANY USE OF THE SITES, AND AURINIA IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS ALLEGED TO ARISE FROM OR ARISING FROM THE USE OF THE SITES. SPECIFICALLY, AURINIA DISCLAIMS (I) ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE REGARDING THE SITES, AND (II) ALL WARRANTIES NOT EXPRESSLY MADE IN THESE TERMS. FURTHER, UNDER NO CIRCUMSTANCES SHALL AURINIA BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE ALLEGED TO ARISE OR ARISING OUT OF YOUR USE OF THE SITES, OR YOUR INTERACTION WITH ANY THIRD PARTY WEBSITE, WHETHER LINKED TO FROM THE SITES OR OTHERWISE, INCLUDING YOUR USE OF ANY CONTENT, INCLUDING ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY OFFENSIVE, INDECENT, DEFAMATORY OR OTHERWISE OBJECTIONABLE NATURE OF ANY CONTENT.
Limitation of Liability
GENERALLY. IN NO EVENT SHALL ANY AURINIA PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, YOUR USE OF (I) THE SITES (INCLUDING YOUR USE OF ANY CONTENT APPEARING THEREON), OR (II) ANY PRODUCT PURCHASED THROUGH THE SITES, REGARDLESS OF WHETHER AURINIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
JURISDICTIONAL LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS (UNDER THE “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF WARRANTIES” SECTIONS) MAY NOT APPLY TO YOU, BUT NOTE THAT THE LIMITATIONS IN THESE SECTIONS DO APPLY IN NEW JERSEY.
Representations and Warranties
You represent and warrant that (a) you have all rights, power and the full legal authority to enter into these Terms on your own and that these Terms are enforceable against you in accordance with its terms and conditions (b) you have carefully read these Terms and shall comply with all of your obligations under these Terms, and (c) you accept and will abide by the terms of these Terms (including the disclaimer of warranties and limitation of liabilities provisions set forth in Sections 8 and 9 hereof), the Privacy Statement, and any other ancillary terms and conditions posted on the Sites.
Aurinia is neither affiliated with, nor sponsored or endorsed by, any specific organization, product, service, methodology or person. The owners of any third party Trademark or copyright appearing on the Sites are not sponsors of Aurinia or the Sites and have not endorsed and are not affiliated with Aurinia or the Sites, and Aurinia is not a sponsor and does not endorse any such third parties.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and Aurinia by these Terms.
All notices hereunder shall be given by certified mail, postage prepaid and return receipt requested, to: Aurinia Pharmaceuticals Inc., #1203-4464 Markham Street, Victoria, British Columbia V8Z 7X8 Canada, and to you at the address we have on file for you, where available. Notice shall be deemed given three (3) business days after the date of such mailing.
You shall not resell or assign your rights, duties, or obligations under these Terms, and any attempted assignment or delegation will be void and of no force or effect whatsoever. These Terms may be automatically assigned by Aurinia, in our sole discretion, to a third party, and such an assignment will inure to the benefit of our successors, assigns, and/or licensees. Without limiting the foregoing, we may sell, transfer, or otherwise share some or all of our assets, including your personal information, with any parent company, subsidiary, joint venture, and a company under our common control, as well as with a potential acquirer, lender, or investor, including in connection with a merger, reorganization, or sale of assets, or in the event of bankruptcy. In each such event, the personal information we have collected from you may be one of the assets transferred.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or breaches. If Aurinia does not exercise or enforce any legal right or remedy contained in these Terms (or which Aurinia has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of Aurinia’ rights, and all such rights or remedies shall still be available to Aurinia.
If any provision of these Terms is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. Section headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. These Terms and any ancillary terms and conditions referenced herein or included in the Sites set forth the entire understanding and agreement between us with respect to the subject matter hereof. The provisions of these Terms shall survive suspension or cancellation of your account to the extent necessary to carry out the obligations of you and Aurinia hereunder.
If you have any questions or concerns regarding the Sites, please write to us at:
Aurinia Pharmaceuticals Inc.