Terms and Conditions of Use
Terms and Conditions of Use
Effective Date: 23 June 2020
Acceptance of Terms
These Terms and Conditions of Use (“Terms”) are entered into by and between you and Tricida, Inc. and its aﬃliated companies (collectively, “Tricida,” “we,” “us” or “our”), relating to the information on, and your use of, www.Tricida.com, www.MetabolicAcidosisInsights.com, nephplus.com, and our mobile applications (the “Sites”). For the purpose of these Terms, “you” or “your” refers to anyone using the Sites.
To reiterate: if you use the Sites, you’re acknowledging that you have read these Terms and agree to them. That is an important acknowledgement because it has legal consequences. For instance, by agreeing to the Terms (that is, by using the Sites) you’re agreeing to resolve any dispute you have with us through binding arbitration (as discussed immediately below). If you do not want to agree to that, you cannot use the Sites.
Mandatory Binding Arbitration of Disputes. By agreeing to these Terms, you agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Sites (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a court of law in any jurisdiction and not in a class, representative or consolidated action or proceeding, as set forth further below.
You and Tricida agree that the U.S. Federal Arbitration Act (“FAA”) governs the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable, notwithstanding any choice of law or other provision in these Terms. It is the intent of the parties that the FAA and JAMS Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and JAMS Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the State of California, without regard to its conflict of laws provisions. You and Tricida further agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes concerning the interpretation, applicability, enforceability or formation of this Arbitration Agreement.
Class Action Waiver. YOU AND TRICIDA AGREE THAT EACH PARTY IS WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Although Tricida makes the Sites available to the public, certain information on the Sites is specifically designed to provide medical professionals with information about Chronic Kidney Disease (“CKD”) and is not meant as general information for the public, or even for those who are unfortunately suffering from CKD themselves. These portions of the Sites or resources are identified as being primarily intended for doctors, nurses and other healthcare professionals (“HCPs”) to assist them with understanding certain aspects of CKD – though, to be clear, the Sites do not constitute medical advice and are not a diagnostic tool.
No Medical Advice
Tricida is not a healthcare provider, and the information included on the Sites is not intended for use in the diagnosis or treatment of disease or other conditions, including a determination of the state of health, in order to cure, mitigate, treat, or prevent disease. The Sites contain general information relating to health topics, but they aren’t a substitute for discussions between individuals and their healthcare providers based on the providers’ professional medical judgment, advice, diagnosis or treatment. Don’t rely on information provided on the Sites to diagnose or treat health problems, to make healthcare decisions, undertake any medical actions or not undertake any medical actions, or avoid or delay obtaining medical advice from a licensed healthcare provider because of something you read on the Sites.
Changes to Terms
We may modify or replace these Terms, in our sole discretion, at any time. In some cases, we will post a banner on the Sites to notify you of a proposed change if the changes are substantial (that is, if we are announcing an important change in how the Sites operate, rather than just clarifying language in the Terms). The updated Terms will be effective as soon as they are posted. Your continued use of the Sites after the changes constitutes your binding acceptance of such changes. If you object to any such changes, the only recourse is to not use the Sites, which is why it is important to read the Terms every time they change.
Using the Sites also means that you agree to transfer any personal information you submit to the United States, which is where Tricida and the Sites are hosted. Although the Sites are not intended for use by anyone outside the United States, using the Sites waives any objection you have to transferring your personal data to the U.S., and subjects you to U.S. law. Other countries may have laws or regulatory requirements that differ from those in the United States. If you use the Sites, you do so at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the availability of the Sites at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
These Terms are made under, and governed by, 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. By using the Sites, you’re agreeing that the courts of the State of California have exclusive jurisdiction over any matters, disputes, and claims relating to the content, use of, or any other matter relating to our Site.
The Sites are not directed to children. You must be at least 18 years of age to use our Sites. We do not knowingly collect or store any personal information about individuals under 18 years of age.
License to Use and Access Site
Tricida grants you a non-transferable, non-exclusive, non-assignable, revocable, limited license (without right of sublicense) to use and access the Sites for your personal use. You agree and understand that the Sites may be modiﬁed by Tricida, in its sole discretion, at any time without prior notice. Any enhancements or modiﬁcations to the Sites, as well as any new features or materials added to the Sites after your initial access to 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.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as conﬁdential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Sites or portions of them using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Sites and any of your information. Notwithstanding the above, we may rely on the authority of anyone using your password and in no event and under no circumstances shall we be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of us under this provision, (ii) any compromise of the confidentiality of your password and (iii) any unauthorized use of your password.
The security of your personally identifying information is important to us. While there is no such thing as “perfect security” on the Internet, we will take reasonable steps to help ensure the safety of your personally identifying information. However, you understand and agree that such steps do not guarantee that use of the Sites is invulnerable to all security breaches, and that we make no warranty, guarantee, or representation that use of the Sites is protected from viruses, security threats or other vulnerabilities.
We have the right to disable any user name, password, or other identiﬁer, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
Acceptable and Prohibited Use
The Sites may only be used in accordance with these Terms and for lawful purposes. The Sites, 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 Sites 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 Sites or that infringes on the privacy or other rights of any other party, including by means of hacking or defacing any portion of the Sites, or by engaging in spamming, ﬂooding, or other disruptive activities.
The Sites and their content, including art work, graphics, images, screen shots, text, audiovisual and audio ﬁles, 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 Sites, and all goodwill accruing to your use of the Sites.
You acknowledge and agree that the 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 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 worked based on or distribute any Content, documents or information from the Sites 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 through the Sites.
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 Sites by any means; or remove any proprietary notices, labels or marks from the Sites. Any unauthorized use of the materials appearing or provided on the Sites may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.
Information Submitted to the Site
Your submission of information to the Sites is governed by these Terms. You grant to Tricida a limited, perpetual, irrevocable, non-exclusive license, under your rights in any data or information that you provide, use, or maintain on or through the Sites, to use any such data or information as is necessary or useful in connection with the provision of the Sites and for any other lawful purpose. The foregoing license shall survive any termination of these Terms or of your access to the Sites.
You represent and warrant that you own or control any information you provide to the Sites and have all applicable consents that may be needed to provide such information to the Sites. You also expressly acknowledge and agree that no information provided to the Sites is Protected Health Information (“PHI”) that is subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Pub.L. 104–191, 110 Stat. 1936, enacted Aug. 21, 1996, or the Health Information Technology for Economic and Clinical Health (“HITECH”) Act, enacted as part of the American Recovery and Reinvestment Act of 2009, Feb. 17, 2009, or any other types of individually identiﬁable health information subject to any country law. Any information or material that you submit to the Sites including any data, questions, comments, suggestions or the like is, and will be treated as, gratuitous, unsolicited, unrestricted, non-conﬁdential and non-proprietary to you, and does not place us under any ﬁduciary or other obligation. Tricida is under no obligation to return or destroy any such information, unless otherwise required by applicable law.
If you choose to provide technical, business or other feedback to Tricida concerning the Sites (collectively, “Feedback”), Tricida will be free to use, disclose, reproduce, license, or otherwise distribute or exploit such Feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property rights or licensing obligations. You understand and agree that the incorporation by Tricida of Feedback into the Sites does not grant you any proprietary rights therein.
If you believe that your intellectual property rights have been violated by something on our Sites, please notify Tricida at the following address: legal@Tricida.com
The notice should include the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of or a representative list of the work you believe has been infringed;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Tricida to locate the material;
- Information reasonably sufficient to permit Tricida to contact you;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Disclaimer of Warranty
THESE SITES AND CONTENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITES IS WITH YOU, AND ALL WARRANTIES WITH RESPECT TO THE SITES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR USE OR PURPOSE, ACCURACY OR LACK OF VIRUSES OR ERRORS ARE HEREBY DISCLAIMED. NO INFORMATION CONVEYED BY THE SITES SHALL CREATE SUCH A WARRANTY.
TRICIDA MAKES NO GUARANTEES AND DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS ABOUT THE SITE OR CONTENT ACCURACY, RELEVANCE, TIMELINESS OR COMPLETENESS, AND DOES NOT WARRANT THAT THE SITE WILL MEET YOUR REQUIREMENTS IN ANY RESPECT, OPERATE SECURELY OR BE AVAILABLE AT ALL TIMES, OR THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS OR ERRORS IN THE SITE OR NONCONFORMITY TO ITS DOCUMENTATION CAN OR WILL BE CORRECTED. WE DO NOT REPRESENT OR WARRANT THAT ANY VERSION OF THE SITE, OR ANY PORTION THEREOF, WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE VERSIONS OR APPLICATIONS (INCLUDING ANY FUTURE VERSIONS OR UPDATES OF YOUR DEVICE, TABLET, COMPUTER OR ITS OPERATING SYSTEM) OR PROVIDE THE SAME FUNCTIONALITY THAT IS PROVIDED BY THE CURRENT VERSION OF THE SITES.
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 DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION, OR CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE FAILURE, AND ALL OTHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES) ARISING OUT OF THESE TERMS, YOUR USE OF OR INABILITY TO USE OR ACCESS THE SITES, THE INACCURACY OR LOSS OF ANY DATA GENERATED OR MADE AVAILABLE BY THE SITES OR YOUR RELIANCE ON ANY SUCH DATA, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT TRICIDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, TRICIDA’S TOTAL LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, AND CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO THOSE BASED ON CONTRACT, TORT OR OTHERWISE, ARISING OUT OF YOUR USE OF THIS WEBSITE, ITS CONTENT OR LINKS, SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).
THE LIMITATIONS AND DISCLAIMERS IN THESE TERMS DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You acknowledge and agree that Tricida has offered the Sites 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.
You agree to indemnify, defend and hold harmless Tricida, its officers, directors, employees, agents, and third-party partners from and against all any actual or threated claims, actions or demands, liabilities and settlements (including, without limitation, reasonable legal and accounting fees) resulting (or alleged to result) from your use of the Site or Content or resulting from any violation by you of these Terms, to the fullest extent allowed by law.
Links to Third-party Websites
The Sites 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 Sites. 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.
WE MAY TERMINATE OR SUSPEND YOUR ACCESS TO THE SITES IMMEDIATELY, WITHOUT PRIOR NOTICE OR LIABILITY, FOR ANY REASON WHATSOEVER, OR FOR NO REASON, INCLUDING, WITHOUT LIMITATION, IF YOU BREACH ANY PROVISION OF THESE TERMS, OR TRICIDA DECIDES TO NO LONGER PROVIDE ALL OR ANY PORTION OF THE SITES TO YOU OR GENERALLY. WITHOUT LIMITING THE PRECEDING SENTENCE, WE SHALL HAVE THE RIGHT IN OUR SOLE DISCRETION TO SUSPEND OR TERMINATE YOUR ACCESS TO AND USE OF THE SITES 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.
If any provision of these Terms are 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.
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.
If you have any questions about these Terms, please contact us at:
7000 Shoreline Court, Suite 201
South San Francisco, CA 94080
Phone: (415) 429-7800
Last updated: June 23, 2020