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Tricida Terms and Conditions of Use

Last updated: January 9, 2017

These Terms and Conditions of Use constitute the entire agreement between you and Tricida, Inc. and its affiliated companies (collectively, “Tricida”), relating to the information on, and your use of, the Websites at which these Terms and Conditions of Use are posted (collectively, the “Website” or the “Site”). These Terms and Conditions of Use incorporate by reference herein our online Privacy Policy. By using this Website, you agree to be bound by the following terms and conditions. If you disagree with any part of these terms and conditions, then you should not use this Website.

Changes to Terms

We reserve the right to modify or replace these Terms in our sole discretion on a prospective basis at any time. We will post the updated Terms on this webpage or notify you of the updated Terms by email or other appropriate means. The updated Terms will be effective once they are posted. If You object to any such changes, your sole recourse will be to cease using the Website. Your continued use of the Website following a change in the Terms represents your consent to the new Terms to the fullest extent permitted by law. We encourage you to periodically review these Terms.

United States Only Restriction

This Website is intended for use only by residents of the United States. The Website may not comply with legal requirements of foreign countries. Other countries may have laws or regulatory requirements that differ from those in the U.S. By using this Website and or transferring any information to Tricida through this Site, you consent to the transfer of your information to the United States subject to the laws of the United States.

Governing Law

These Terms shall be governed and construed in accordance with the laws of the State of California, as such laws apply to contracts between California residents entered into and performed entirely in California, notwithstanding your place of residency or California’s conflicts of law provisions.

No Medical Advice

Tricida is not a health care provider, and this Website is not intended for use in the diagnosis of disease or other conditions, including a determination of the state of health, in order to cure, mitigate, treat, or prevent disease. The Website contains general information relating to health topics, but is no substitute for medical judgment, advice, diagnosis or treatment by a health care provider. You should not rely on information provided on the Website to diagnose or treat health problems or to make health care decisions, undertake any medical actions or not undertake any medical actions, or avoid or delay obtaining medical advice from a licensed health care provider because of something that was read on the Website.

Children

The Website is not directed to children. You must be at least 18 years of age to use our Website. If we later obtain actual knowledge that we have collected personal information from an individual under the age of 13 years old, we will take reasonable steps to delete any related personal information.

License to Use and Access Website

Tricida grants you a non-transferable, non-exclusive, non-assignable, revocable, limited license (without right of sublicense) to use and access the Website for your personal use. You agree and understand that the Website may be modified by Tricida, in its sole discretion, at any time without prior notice. Any enhancements or modifications to the Website, as well as any new features or materials added to the Website after your initial access to the them, shall be subject to these Terms (unless any such modified or new feature or material is accompanied by a separate agreement). All License rights granted to you under these Terms will immediately terminate if you violate any of these Terms.

Acceptable and Prohibited Use

The Website may only be used in accordance with these Terms and for lawful purposes. The Website, including materials and information contained in or generated by them, may not be used, sold, reproduced, distributed or in any way disseminated by persons not affiliated with Tricida. You agree not to interrupt or attempt to interrupt the operation of the Website in any way or use it in a way that, in our opinion, restricts, inhibits or interferes with the ability of any other user to enjoy the Website or that infringes on the privacy or other rights of any other party, including by means of hacking or defacing any portion of the Website, or by engaging in spamming, flooding, or other disruptive activities.

Intellectual Property

This Website and its content, including art work, graphics, images, screen shots, text, music, digitally downloadable files, copyrights, trademarks, trade dress rights, logos, product and character names, slogans and the compilation of the foregoing (collectively, the “Content”) is the property of either Tricida or its licensors, and is protected in the United States and internationally under trademark, copyright and other intellectual property laws. Tricida shall retain all applicable Intellectual Property Rights in and to the Website. You acknowledge and agree that the Tricida Content is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Tricida or third party content providers. You are only permitted to use the Tricida Content as expressly authorized by us or the specific content provider. You may not copy, reproduce, modify, republish, upload, post, scrape, transmit, translate, sell, offer for sale, create derivative works based on or distribute any documents or information from the Site in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on or through the Site. You may not decompile, disassemble, reverse engineer or otherwise attempt to derive, reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Website by any means; remove any proprietary notices, labels or marks from the Website; or knowingly take any action that would cause the Website’s content to be placed in the public domain. Any unauthorized use of the materials appearing or provided on the Services may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

DMCA Notice

If you believe that your Intellectual Property Rights have been violated by something on our Site, please contact our Copyright Agent (legal@tricida.com) and provide the following information:

Disclaimer of Warranty

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, (I) THIS WEBSITE IS PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS”, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE IS WITH YOU, AND (II) ALL WARRANTIES WITH RESPECT TO THE WEBSITE, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR LACK OF VIRUSES OR ERRORS ARE HEREBY DISCLAIMED. NO INFORMATION CONVEYED BY THE WEBSITE SHALL CREATE SUCH A WARRANTY.

Except as expressly set forth in these Terms, Tricida makes no guarantees and disclaims all warranties and representations about the Website’ accuracy, relevance, timeliness or completeness, and does not warrant that the Website will meet your requirements in any respect, operate securely or be available at all times, or that the operation of the Website will be uninterrupted or error-free, or that defects or errors in the Website or nonconformity to its Documentation can or will be corrected. We do not represent or warrant that any version of the Website, or any portion thereof, will be compatible with any hardware or software versions or applications (including any future versions or updates of your phone, tablet, computer or its operating system) or provide the same functionality that is provided by the current version of the Website.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT AND REGARDLESS OF THE FORM OF ACTION WILL TRICIDA OR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF THESE TERMS, YOUR USE OF OR INABILITY TO USE OR ACCESS THE WEBSITE, THE INACCURACY OR LOSS OF ANY DATA GENERATED OR MADE AVAILABLE BY THE WEBSITE OR YOUR RELIANCE ON ANY SUCH DATA, OR FOR DAMAGES, EVEN IF TRICIDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You acknowledge and agree that Tricida has offered the Website and entered into these Terms in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and Tricida, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and Tricida. To the extent that Tricida may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Tricida’s liability will be the minimum permitted under such applicable law.

Indemnification

You agree to indemnify, defend and hold harmless Tricida, its officers, directors, employees, agents, and third party partners from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, from your use of the Website or resulting from any violation by you of these Terms, to the fullest extent allowed by law.

Links to Third Party Web Sites

The Website may display, include, or make available content, data, information, applications or materials from third parties or provide links to certain third party websites or services that are not owned or controlled by Tricida. Tricida has no control over, and assumes no responsibility or liability for, the availability, content, privacy policies, practices, or performance of the website of, or the services or materials provided by, any third party listed, described or discussed on the Site. Tricida is providing these materials and links to you only as a convenience, and the inclusion of any materials or links does not imply endorsement or association by Tricida of such third party, or any goods or services available through the third party.

Termination

WE MAY TERMINATE OR SUSPEND YOUR ACCESS TO THE SITE IMMEDIATELY, WITHOUT PRIOR NOTICE OR LIABILITY, FOR ANY REASON WHATSOEVER INCLUDING, WITHOUT LIMITATION, IF (I) YOU BREACH ANY PROVISION OF THESE TERMS, OR (II) TRICIDA DECIDES TO NO LONGER PROVIDE ALL OR ANY PORTION OF THE WEBSITE TO YOU OR GENERALLY. WE SHALL HAVE THE RIGHT IN OUR SOLE DISCRETION TO SUSPEND OR TERMINATE YOUR ACCESS TO AND USE OF THE WEBSITE SHOULD WE CONSIDER YOUR USE OF THE SITE TO BE ILLEGAL, OBSCENE, DEFAMATORY, THREATENING, INFRINGING OF INTELLECTUAL PROPERTY RIGHTS, INVASIVE OF PRIVACY, INJURIOUS, OBJECTIONABLE, OR OTHERWISE IN VIOLATION OF THESE TERMS OR APPLICABLE LAW. ALL PROVISIONS OF THE TERMS, WHICH BY THEIR NATURE SHOULD SURVIVE TERMINATION, SHALL SURVIVE TERMINATION, INCLUDING, WITHOUT LIMITATION, OWNERSHIP PROVISIONS, WARRANTY DISCLAIMERS, INDEMNITY AND LIMITATIONS OF LIABILITY.

Severability

If any provision of these Terms is found to be invalid or unenforceable, they will be enforced to the extent permissible and, to the extent invalid or unenforceable, such provision shall be deemed modified to the most limited extent necessary to be valid and enforceable, in accordance with applicable law, while still as fully as possible carrying out the intent of the original provision, and the remainder of these Terms will remain in full force and effect.

Waiver

Failure by Tricida to enforce any right or provision of these Terms or otherwise prosecute any right with respect to a default hereunder will not constitute a waiver by Tricida of the right to enforce rights with respect to the same or any other breach.

Contact Us

If you have any questions about these Terms, please contact us at:
Tricida, Inc.
7000 Shoreline Court
Suite 201
South San Francisco, CA 94080,
or, info@tricida.com
or, (415) 429-7800.