Effective Date: June 14, 2021
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.
- 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.
- 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.
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.
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.
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
- 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.
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.
- 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.
- 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 firstname.lastname@example.org. 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.
- 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.