IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU AND APRICUS BIOSCIENCES, INC. (the “Company”). BEFORE ACCESSING OR USING ANY PART OF THE www.apricusbio.com WEBSITE, YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF SERVICE AGREEMENT (this “Agreement”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THIS WEBSITE AND ANY PROGRAMS, SERVICES, TOOLS, MATERIALS OR INFORMATION MADE AVAILABLE THROUGH THE WEBSITE OR USED IN CONNECTION THEREWITH (collectively, the “Website”). THE COMPANY IS WILLING TO LICENSE AND ALLOW THE USE OF THIS WEBSITE ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH THIS Agreement, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE WEBSITE AND ARE INSTRUCTED TO EXIT THE WEBSITE IMMEDIATELY.
terms and conditions
- License Grant. The Website is provided by the Company, and this Agreement provides to you a personal, revocable, limited, non-exclusive, non-transferable license to use the Website and any services, tools, materials or information made available through or from the Website conditioned on your continued compliance with the terms and conditions of this Agreement. This Agreement permits you to use and access the Website for personal or business purposes.
- Restrictions. The foregoing license is limited. You may not use, modify, reproduce, distribute, transfer, sell, sublicense or commercially exploit any data provided by the Company through the Website in any manner not expressly permitted by this Agreement. You may not remove or alter any proprietary notices or labels. Moreover, you may not (i) use any automatic device, program or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or in any way reproduce or circumvent the navigational structure or presentation of the Website to obtain or attempt to obtain any materials or information through any means not purposely made available through the Website, (ii) attempt to gain unauthorized access to any portion or feature of the Website or any other systems or networks connected to the Website, by any illegitimate or prohibited means, (iii) test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website, (iv) trace or seek to trace any information on any other visitor to the Website, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or any systems or networks connected to the Website, (vi) use any device or software to interfere with the proper working of the Website or any other person’s use of the Website, (vii) impersonate a person or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to the Company on or through the Website, (viii) use the Website to harvest or collect e-mail addresses or other contact information, (ix) permit third parties to access and use the Website (or any part thereof) without the Company’s express, separate and prior written permission, or (x) use the Website in an unlawful manner or in a manner that could damage, disparage or otherwise negatively impact the Company.
- User Obligations. By accessing or using the Website, you represent that you are at least the legal age of majority and will, at all times, provide true, accurate, current and complete information when submitting information or materials on the Website, including, without limitation, when you provide information via a Website registration or submission form. If you provide any false, inaccurate, untrue or incomplete information, the Company reserves the right to immediately terminate your access to and use of the Website. In addition, you agree to abide by all applicable local, state, national and international laws and regulations with respect to your use of the Website. In addition, you also acknowledge and agree that use of the Internet and access to transmissions or communications with the Website is solely at your own risk. While the Company has endeavored to create a secure and reliable Website, you should understand that the confidentiality of any communication or material transmitted to/from the Website over the Internet cannot be guaranteed. Accordingly, the Company is not responsible for the security of any information transmitted to or from the Website.
- Other Terms & Conditions. Additional notices, terms and conditions may apply to other specific portions or features of the Website, all of which are made a part of this Agreement by this reference. You agree to abide by such other notices, terms and conditions. If there is a conflict between this Agreement and the terms posted for or applicable to a specific portion of the Website, the latter terms shall control with respect to your use of that portion of the Website.
- Forward-Looking Statements. This website and the conference calls, press releases, presentations and other materials posted on, or available through, this website, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, as amended. Statements that are not purely historical are forward-looking statements. The inclusion of forward-looking statements should not be regarded as a representation by Apricus that any of its plans will be achieved. Such forward-looking statements include, among other things: references to royalty revenues from the sale of Vitaros®/™ in various countries by Apricus’ commercial partners; the development and potential FDA approval of Vitaros in the United States and expected timing thereof; the planned launch of Vitaros in additional countries; the potential for the new European Decentralized Procedure approvals to enhance the value of Vitaros for Apricus’ partners and shareholders; the expected timing of top-line data for the Phase 2b clinical trial for fispemifene; the timing of an approved pathway for RayVa™ and fispemifene; the potential to receive priority review on RayVa and the potential timing of any NDA submission; the timing and success of current and planned clinical trials; the size of the commercial opportunity for Vitaros, RayVa and fispemifene and the potential for such products to achieve commercial success; the opportunity of potential indications for fispemifene; the planned out-license of Vitaros, Femprox and RayVa; the timing of patent expirations and potential for additional patent protection; and cash projections to support Apricus’ operating plan. Actual results could differ from those projected in any forward-looking statements due to a variety of reasons that are outside the control of Apricus, including, but not limited to: the effect of the previously-reported out-of-stock situation for Vitaros in Germany and the potential that Apricus’ partner there, Sandoz, does not resume ordering product for Germany or other countries pending the results of an ongoing out-of-specification investigation by our contract manufacturer; Apricus’ ability to have its product Vitaros be approved by the FDA in the United States and relevant regulatory authorities in Europe and in other countries, such as national phase approvals for Vitaros in the additional European Concerned Member State territories; Apricus’ ability to further develop its product Vitaros for the treatment of erectile dysfunction, such as the room temperature version of Vitaros, and its product candidates RayVa for the treatment of Raynaud’s phenomenon and fispemifene for the treatment of secondary hypogonadism, chronic prostatitis and lower urinary tract symptoms in men, as well as the timing of such events; Apricus’ ability to successfully carry out and complete clinical studies for Vitaros, if required, RayVa and fispemifene, as well as the timing and success of the results of such studies; feedback received from regulatory agencies, such as the FDA on the development of Apricus’ product candidates; Apricus’ dependence on its commercial partners to carry out the commercial launch or grow sales of Vitaros in various territories and the potential for delays in the timing of commercial launches in additional countries, such as Italy; competition in the erectile dysfunction market and other markets in which Apricus and its partners operate; Apricus’ ability to obtain and maintain intellectual property protection for Vitaros, RayVa, fispemifene or any other product candidates; Apricus’ ability to raise additional funding that it may need to continue to pursue its commercial and business development plans; Apricus’ ability to remain in compliance with the terms and restrictions under the credit facility; Apricus’ ability to access additional capital under the equity facility; Apricus’ ability to obtain the requisite governmental approval for Vitaros, RayVa and fispemifene; and market conditions. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as prediction of future events. All forward-looking statements are qualified in their entirety by this cautionary statement, and Apricus assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the applicable conference calls, press releases, presentations and other materials. Readers are urged to read the risk factors set forth in Apricus’ most recent annual report on Form 10-K, subsequent quarterly reports filed on Form 10-Q, and other filings made with the SEC. Copies of these reports are available free of charge in the “Why Invest – SEC Filings” portion of this website or from the SEC’s website at www.sec.gov.
- Proprietary Rights. This Agreement provides only a limited license to access and use the Website. Accordingly, you expressly acknowledge and agree that the Company transfers no ownership or intellectual property interest or title in and to the Website to you or anyone else. All text, graphics, photographs, sounds, interfaces, computer code (including html code), programs, products and information, as well as the design of any content contained on or available through the Website, unless otherwise indicated, are owned, controlled and licensed by the Company and are protected by applicable laws. Except as expressly provided herein, the Company does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, your unauthorized use of the Website may violate intellectual property or other proprietary rights laws as well as other laws, regulations and statutes. This Website is Copyright © 2013 by Apricus Biosciences, Inc. and/or its subsidiaries. All rights reserved. The Company also owns a copyright in the contents of the Website as a collective work and/or compilation and in the selection, coordination, arrangement and enhancement of the content of the Website. Any information or materials available through the Website and all copyrights, trade secrets and know-how related thereto, unless otherwise indicated, are owned by the Company. The Company logo and all other names and logos identifying the Company and its products and services are proprietary trademarks of the Company, and any use of such marks, including, without limitation, as domain names, without the express written permission of the Company is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.
- Links to Other Sites. The Company may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products and services. These sites have not necessarily been reviewed by the Company and are maintained by third parties over which the Company exercises no control. Accordingly, the Company expressly disclaims any responsibility for the content, the materials, the accuracy of the information and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party.
- Disclaimer. WHILE THE COMPANY ENDEAVORS TO PROVIDE RELIABLE PROGRAMS, SERVICES, TOOLS, MATERIALS AND INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE, THESE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS OR OTHER INACCURACIES. MOREOVER, THE COMPANY MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE WEBSITE AT ANY TIME AND FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE OF AND/OR RELYING ON THE WEBSITE. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE WEBSITE FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE APPLICABLE LAWS AS ENACTED BY ANY STATE. THE COMPANY ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE WEBSITE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
- Limitation of Liability. You expressly absolve and release the Company from any claim of harm resulting from a cause beyond the Company’s control, including, but not limited to, failure of electronic or mechanical equipment, computer viruses or unauthorized access. MOREOVER, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE, WITH THE DELAY OR INABILITY TO USE THE WEBSITE, OR FOR ANY PROGRAMS, SERVICES, TOOLS, MATERIALS OR INFORMATION AVAILABLE THROUGH THE WEBSITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF THE COMPANY FOR ANY REASON WHATSOEVER RELATED TO USE OF THE WEBSITE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE PRIOR THREE MONTHS.
- Indemnity. You agree to defend, indemnify and hold harmless the Company, its subsidiaries and all of their respective employees, agents, directors, officers, shareholders, successors and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by you of this Agreement.
- Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California, U.S.A. (regardless of its choice of law provisions). Any disputes hereunder shall be adjudicated in the relevant state or federal court in San Diego, California, U.S.A. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement and acknowledge that either party may seek attorney’s fees in any proceeding. Any claim you might have against the Company must be brought within two (2) years after the cause of action arises or such claim or cause of action is barred.
- Term & Termination. This Agreement and your right to use the Website will take effect at the moment you access or use the Website and is effective until terminated as set forth below. In addition, the Company reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this Agreement, to deny your access to the Website or to any portion thereof in order to protect its name, goodwill and/or business, and this Agreement will also terminate automatically if you fail to comply with this Agreement, subject to the survival rights of certain provisions identified below. Such termination will be effective without notice. You may also terminate this Agreement at any time by ceasing to use the Website, but all applicable provisions of this Agreement will survive termination, as identified below. Upon termination, you must destroy all copies of any aspect of the Website in your possession. In addition to the miscellaneous section below, the provisions concerning the Company’s proprietary rights, disclaimer, indemnity, limitation of liability and governing law will survive the termination of this Agreement for any reason.