TERMS OF USE
Effective Date: June 14, 2021
This Terms of Use (the “Terms of Use”) is entered into between Sorrento Therapeutics, Inc., in the name of and on behalf of our subsidiaries and affiliates (“Sorrento,” “us,” “we,” or “our”) and you, or if you represent an entity or other organization, that entity or organization (in either case, “you”). These Terms of Use govern your access to and/or use of our websites, applications, and portals that we operate and that link to this Terms of Use (collectively, the “Site”), and the services and resources enabled via the Site (each a “Service” and collectively, the “Services”). These Terms of Use do not apply to other sites and services provided by Sorrento, such as our clinical trials, patient laboratory services, or COVI-STIX products.
PLEASE READ THESE TERMS OF USE CAREFULLY. BY BROWSING OR ACCESSING THE SITE AND/OR USING THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SORRENTO, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF USE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SITE OR THE SERVICES.
PLEASE NOTE THAT THESE TERMS OF USE ARE SUBJECT TO CHANGE BY SORRENTO IN ITS SOLE DISCRETION AT ANY TIME. Sorrento will inform you of the presence of any changes to this Terms of Use by posting those changes on the Site, by changing the date at the top of the Terms of Use, and/or by providing you with notice through the Site or other means (including by sending you notice to any email address provided to Sorrento). Unless otherwise stated, any modifications will be effective immediately upon posting on the Site or delivery of such notice. You may terminate the Terms of Use as set forth below if you object to any such modifications. However, you will be deemed to have agreed to any and all modifications through your continued use of the Site or Services following such notice period. PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.
Your use of, and participation in, certain Services may be subject to additional terms, including any applicable terms between Sorrento and your employer or organization and any terms presented to you for your acceptance when you use a supplemental Service (“Supplemental Terms”). If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”
ACCESS AND USE OF SORRENTO PROPERTIES
- Permitted Use. The Site, the Services, and the information, data, images, text, files, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials (collectively, the “Content”) available on or through the Site and the Services (such Content, together with the Site and the Services, each a “Sorrento Property” and collectively, the “Sorrento Properties”) are protected by copyright laws throughout the world. Subject to the Agreement, Sorrento grants you a limited license to access and use the Sorrento Properties solely for your personal or internal business purposes. Unless otherwise specified by Sorrento in a separate license, your right to use any and all Sorrento Properties is subject to the Agreement.
- Eligibility. You represent that you are of legal age to form a binding contract and are not a person barred from using Sorrento Properties under the laws of the United States, your place of residence, or any other applicable jurisdiction. You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use and the Agreement, where applicable, and to abide by and comply with the Agreement. In any case, you affirm that you are over the age of sixteen (16), as the Sorrento Properties are not intended for children under 16. If you are under 16 years of age, then please do not access or use the Sorrento Properties.
- Certain Restrictions. The rights granted to you in the Terms of Use are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Sorrento Properties or any portion of Sorrento Properties, including the Site, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Sorrento Properties (including images, text, page layout or form) of Sorrento; (c) you shall not use any metatags or other “hidden text” using Sorrento’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 Sorrento Properties 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 Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site 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) you shall not access Sorrento Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Sorrento Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Sorrento Properties; (i) you shall not impersonate or misrepresent your affiliation with any person or entity. Any future release, update or other addition to Sorrento Properties shall be subject to the Terms of Use. Sorrento, its suppliers, and service providers reserve all rights not granted in the Terms of Use. Any unauthorized use of any Sorrento Property terminates the licenses granted by Sorrento pursuant to the Terms of Use.
- Use by Sorrento Clients. If you are a Sorrento client accessing or using the Site or Services, including our client portal, you represent and warrant that (a) when using the Sorrento Properties you will comply with all applicable laws and regulations, including, where applicable, the Health Insurance Portability and Accountability Act and its implementing regulations and other privacy and data protection laws, and (b) you will not provide any information, including personal data and protected health information, to us for which you do not have the required authorizations or consents. You further acknowledge and agree that you, and not Sorrento, are responsible for ensuring that all necessary disclosures have been provided to, and all necessary consents and/or permissions have been obtained from patients as may be required by applicable privacy and data protection laws and regulations in your jurisdiction. For more information about Sorrento’s privacy practices, please see our Privacy Policy.
- Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Sorrento Properties, including but not limited to, a mobile device that is suitable to connect with and use Sorrento Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Sorrento Properties.
OWNERSHIP
- Sorrento Properties. You agree that Sorrento and its suppliers own all rights, title, and interest in Sorrento Properties. You will not remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Sorrento Properties. You agree that you have no right, title, or interest in or to any Content that appears on or in Sorrento Properties.
- Trademarks. Sorrento Therapeutics, Inc., Sorrento, the Sorrento logo, any affiliate names and logos, and all related graphics, logos, service marks, icons, trade dress, and trade names used on or in connection with any Sorrento Properties are the trademarks of Sorrento or its affiliates and may not be used without the express prior written permission of Sorrento. Other trademarks, service marks and trade names that may appear on or in Sorrento Properties are the property of their respective owners. If you use the materials or trademarks on or in the Sorrento Properties in any way that is not clearly allowed by this section, you are violating your agreement with us and may be violating copyright, trademark, and other laws. In that case, we automatically revoke your permission to use the Company Properties. Title to the materials remains with us or with the authors of the materials contained on the Company Properties. All rights not expressly granted are reserved.
- Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Sorrento through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Sorrento has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Sorrento a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Sorrento Properties and/or Sorrento’s business.
USER CONDUCT
As a condition of use, you agree not to use Sorrento Properties for any purpose that is prohibited by the Agreement or by applicable law. You shall not (and shall not permit any third party) to take any action on or through the Sorrento Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane; (iii) promotes bigotry, racism, hatred, or harm against any individual or group; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (v) involves commercial activities and/or sales without Sorrento’s prior written consent; (vi) impersonates any person or entity, including any employee or representative of Sorrento; (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (viii) interferes with or attempt to interfere with the proper functioning of Sorrento Properties or uses Sorrento Properties in any way not expressly permitted by the Agreement; or (ix) attempts to engage in or engage in, any potentially harmful acts that are directed against Sorrento Properties, including but not limited to violating or attempting to violate any security features of Sorrento Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Sorrento Properties, introducing viruses, worms, or similar harmful code into Sorrento Properties, or interfering or attempting to interfere with use of Sorrento Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Sorrento Properties.
INVESTIGATIONS
Sorrento may, but is not obligated to, monitor or review Sorrento Properties at any time. If Sorrento becomes aware of any possible violations by you of any provision of the Agreement, Sorrento reserves the right to investigate such violations, and Sorrento may, at its sole discretion, immediately terminate your license to use Sorrento Properties, in whole or in part, without prior notice to you.
THIRD-PARTY PROPERTIES
Sorrento Properties may contain links to third-party websites and/or applications (“Third-Party Properties”). When you click on a link to a Third-Party Property, we will not warn you that you have left Sorrento Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Properties are not under the control of Sorrento, and we are not responsible for any Third-Party Properties. Sorrento provides these Third-Party Properties only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Properties, or any product or service provided in connection therewith. You use all links in Third-Party Properties at your own risk. When you leave our Site, the Terms of Use no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Properties, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. By using the Sorrento Properties, you expressly relieve Sorrento from any and all liability arising from your use of any Third-Party Property.
INDEMNIFICATION
You agree to indemnify and hold Sorrento, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Sorrento Party” and collectively, the “Sorrento 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 and access to the Sorrento Properties; (b) your violation of the Agreement; (c) your violation of any rights of another party, including any other users; or (d) your violation of any applicable laws, rules or regulations. Sorrento 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 Sorrento in asserting any available defenses. This provision does not require you to indemnify any of the Sorrento Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this section will survive any termination of the Agreement, and/or your access to Sorrento Properties.
DISCLAIMER OF WARRANTIES AND CONDITIONS
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SORRENTO PROPERTIES IS AT YOUR SOLE RISK, AND SORRENTO PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE SORRENTO PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SORRENTO PROPERTIES. THE SORRENTO PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (A) THE SORRENTO PROPERTIES WILL MEET YOUR REQUIREMENTS; (B) ACCESS TO THE SITE WILL BE UNINTERRUPTED OR YOUR USE OF THE SORRENTO PROPERTIES WILL BE TIMELY, SECURE, OR ERROR-FREE; (C) THE SORRENTO PROPERTIES WILL BE ACCURATE, RELIABLE, COMPLETE, USEFUL, OR CORRECT; (D) THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (E) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (F) THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SORRENTO OR THROUGH SORRENTO PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE SORRENTO PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT THE SORRENTO PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF SORRENTO PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (A) THE USE OR INABILITY TO USE SORRENTO PROPERTIES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH SORRENTO PROPERTIES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON SORRENTO PROPERTIES; (E) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES; (F) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES; (G) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (H) ANY ERRORS OR OMISSIONS IN ANY CONTENT; AND/OR (I) ANY OTHER MATTER RELATED TO SORRENTO PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. UNDER NO CIRCUMSTANCES WILL THE SORRENTO PARTIES BE LIABLE TO YOU FOR MORE THAN $100. IN THE EVENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES TO THE EXTENT INDICATED ABOVE, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SORRENTO AND YOU.
TERM AND TERMINATION
- Term. The Terms of Use commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Sorrento Properties, unless terminated earlier in accordance with this section.
- Termination of Services by Sorrento. Sorrento reserves the right to terminate or block any user’s access to the Sorrento Properties or the Services at any time, with or without cause, without notice. For cause reasons that your access may be terminated include, but are not limited to (a) if you or your organization fail to provide timely payment for the Services, if applicable, (b) if you have materially breached any provision of the Agreement, or (c) if Sorrento is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful). You agree that all terminations for cause shall be made in Sorrento’s sole discretion and that Sorrento shall not be liable to you or any third party for any termination of your access to the Sorrento Properties or the Services.
- Termination of Services by You. If you want to terminate the Services provided by Sorrento, you may do so by notifying Sorrento at any time. Your notice should be sent, in writing, to Sorrento’s address set forth below.
- Effect of Termination. Termination may result in the barring of any future use of the Sorrento Properties or the Services. Upon termination of any portion of the Services, your right to use such portion of the Services will automatically terminate immediately. Sorrento will not have any liability whatsoever to you for any suspension or termination. All provisions of the Terms of Use which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
INTERNATIONAL USERS
Sorrento Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Sorrento intends to announce such Services or Content in your country. Sorrento Properties are controlled and offered by Sorrento from its facilities in the United States of America. Sorrento makes no representations that Sorrento Properties are appropriate or available for use in other locations. Further, certain portions of the Service may be translated into other languages, but Sorrento makes no representations or warranties regarding the content, accuracy, or completeness of those translations. Those who access or use Sorrento Properties from other countries do so at their own volition and are responsible for compliance with local law.
GENERAL PROVISIONS
- Electronic Communications. The communications between you and Sorrento may take place via electronic means, whether you visit Sorrento Properties or send Sorrento e-mails, or whether Sorrento posts notices on Sorrento Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Sorrento in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Sorrento provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.
- Assignment. The Terms of Use, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Sorrento’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- Force Majeure. Sorrento shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Sorrento Properties, please contact us at legal@sorrentotherapeutics.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- Limitation Period. YOU AND SORRENTO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE AGREEMENT, SORRENTO PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEARAFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
- Governing Law and Venue. This Terms of Use will be governed by and construed in accordance with the laws of the State of California. The venue for any disputes shall be San Diego, California. The parties hereby agree to waive the following defenses to any action brought in California: forum non conveniens, lack of personal jurisdiction, insufficient process, and insufficient service of process.
- Choice of Language. It is the express wish of the parties that the Terms of Use and all related documents have been drawn up in English, even if provided in an alternative language.
- Notice. Where Sorrento requires that you provide an e-mail address, you are responsible for providing Sorrento with your most current e-mail address. In the event that the last e-mail address you provided to Sorrento is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms of Use, Sorrento’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Sorrento at the following address: Sorrento Therapeutics, Inc., Attn: Legal, 4955 Directors Place, San Diego, CA 92121. Such notice shall be deemed given when received by Sorrento by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- Waiver. Any waiver or failure to enforce any provision of the Terms of Use on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability. If any portion of the Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
- Export Control. You may not use, export, import, or transfer Sorrento Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Sorrento Properties, and any other applicable laws. In particular, but without limitation, Sorrento Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Sorrento Properties, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that products, services, or technology provided by Sorrento are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Sorrento products, services, or technology, either directly or indirectly, to any country in violation of such laws and regulations.
- Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 N. Market Blvd., Ste N-112, Sacramento, CA 95834-1924, or by telephone at (800) 952-5210.
- Entire Agreement. The Terms of Use 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.