Effective Date: January 1, 2018
1. Scope & Acknowledgement
These Terms apply to Auris Health’ (“Auris”) website (the “Site”). Auris controls and operates the Site from the United States of America.
By accessing the Site or registering with Auris, you agree to all the terms and conditions of these Terms. You acknowledge (a) that you have read and understood these Terms; and (b) that these Terms have the same force and effect as a signed agreement. If you do not agree to abide by all of the provisions contained in these Terms, you must not use or access the Site. You should read these Terms each time you visit our Site, as the conditions may change with or without notice.
The Site is intended for use by United States residents only. If you are a non-U.S. resident, you may access the Site solely at your own risk and are responsible for compliance with your local laws and regulations, if applicable. Any references to products or services on the Site do not imply that Auris intends to announce or offer these products or services in your country.
The Site is not intended for anyone under the age of 18.
The materials on the Site are for your general educational information only. Auris does not practice medicine or provide medical services or advice. The information on this website should not be considered medical advice. You should always talk to your healthcare professional for diagnosis and treatment. Products on the Site may be under development and may not be approved for sale or use by the relevant regulatory authorities. The inclusion of a product on the Site will not be considered an offer for sale.
2. User Representations
By using the Site, you agree:
a. not to disrupt or interfere with the security of, or otherwise abuse, the Site or any services, system resources, accounts, servers or networks connected to or accessible through the Site;
b. not to disrupt or interfere with any other user’s enjoyment of the Site;
c. not to upload, post, or otherwise transmit through or on the Site any viruses or other harmful, disruptive or destructive files;
d. not to upload, post, or otherwise transmit through or on the Site any third-party confidential information or third-party intellectual property;
e. not to use or attempt to use another’s account, service or system without authorization from Auris, or create or use a false identity on the Site;
f. not to transmit through or on the Site spam, chain letters, junk mail or any other type of unsolicited mass email to people or entities who have not agreed to be part of such mailings;
g. not to divulge your username and password to others either on or off the Site;
h. not to attempt to obtain unauthorized access to the Site or portions of the Site which are restricted from general access; and
i. not use the Site to seek, provide or obtain specific medical advice, medical opinion or diagnosis as applied to a patient’s particular condition or situation.
You agree that you are solely responsible for actions and communications undertaken or transmitted under your account, and that you will comply with all applicable local, state, national and international laws and regulations, including but not limited to United States export restrictions, that relate to your use of or activities on the Site.
Except for Registered Users (as defined in the applicable User Agreement) using a secured portion of the site for professional use, you expressly agree that you will not provide, discuss or refer to any particular patient, any particular patient’s medical condition or any other information, which could identify a particular patient (including but not limited to information considered protected health information (“PHI”) under the Health Insurance Portability and Accountability Act). You further expressly agree that you will not discuss, endorse or refer to “off label” uses of medical products, including any uses which have not been approved by the U.S. Food and Drug Administration or any other applicable regulatory agency.
3. Medical Professionals
We may also include certain information, reference guides and databases intended for use by licensed medical professionals. These tools are not intended to give professional medical advice. Physicians and other health care providers should always exercise their own clinical judgment for any given situation.
4. Modifications to Site
Auris reserves the right to modify or discontinue the Site (or any portion of the Site), temporarily or permanently, with or without notice to you, and is not obligated to support or update the Site. Auris will not be liable to you or any third party in the event that Auris exercises its right to modify or discontinue the Site (or any portion of the Site). Unless explicitly stated otherwise, any new features that augment or enhance the current Site will be subject to these Terms.
5. Intellectual Property Notice
All of the trademarks, service marks and logos displayed on this Site are registered and unregistered trademarks of Auris, its affiliates or subsidiaries, in the United States and other countries or third parties who have licensed their trademarks to Auris or one of its affiliates or subsidiaries. In addition, all content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained on this Site or in commercially produced information presented to you through the Site by Auris, its affiliates or Auris’s third party licensors (“Content”) is protected by copyright, patents or other proprietary agreements and laws. You are only permitted to use Content as expressly authorized by Auris, its affiliates or its licensors. Nothing contained herein transfers any right, title, or interest in the Site or the Content to you.
You may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit, frame, mirror on another Web service, use any meta tags, inline any graphics or distribute any Content or information from the Site in whole or in part without the express written permission of Auris. Requests for such permission should be made to email@example.com. Any rights not expressly granted herein are reserved.
Certain product, service, or company designations for third parties may be mentioned in the Site for identification purposes only. Such designations are often claimed as trademarks or service marks. In all instances where Auris is aware of a claim, the designation appears in initial capital or all capital letters. However, you should contact the appropriate companies for more complete information regarding such designations and their registration status.
6. Resume Submission
7. User Content
We have created, or may create in the future, certain areas, such as message boards and chat rooms, within the Site (collectively, “Forums”) where you can upload and share thoughts, comments, product reviews, pictures, videos and the like (collectively, “User Content”).
By submitting User Content for posting at a Forum, you also (1) confirm that you are entitled to post or transmit User Content; (2) agree that you are solely responsible for all User Content that you submit for posting; (3) represent that you have the legal right to post such content, including the express, documented permission of any individuals whose image, likeness, or information is included in your User Content, and (4) grant to Auris an irrevocable, worldwide, nonexclusive, perpetual, fully sub-licensable, transferable, royalty-free right and license to use your User Content in any way on any media (including on the Site, on any other Site owned or operated by Auris, on social media sites associated with Auris or its affiliates, and print or digital materials). Third-party copyrighted materials (text, images) may not be used without the express permission of the relevant copyright owners, or without attributing the content to said owners. We reserve the right at any time to discontinue, temporarily or permanently, your ability to upload User Content and/or your ability to access User Content with or without notice, at our sole discretion. You agree that we shall not be liable to you or to any third party for any suspension or discontinuance of acceptance of User Content.
Neither Auris nor its employees accept or consider unsolicited ideas, including ideas for new products or technologies, processes, materials, marketing plans, or new product names. Please do not send your unsolicited ideas or any original materials to Auris or to anyone at Auris. If, despite this request, you still send Auris your ideas and materials (including by posting User Content to the Site), you irrevocably assign to Auris, free of charge, all worldwide rights, title and interest in all copyrights and other intellectual property rights in the information or materials you submit. We will be free to use any ideas, concepts, know-how, or techniques contained in or derived from any User Content for any purpose whatsoever, including developing, manufacturing, and marketing products.
User Content must be appropriate for the Forum, and we may reject User Content at the time of submission or after it has been posted, with or without notice or explanation, solely at our discretion. Without limiting the reasons for which User Content may be rejected by us, we may reject, edit or remove any User Content that:
Although we may moderate User Content, Auris is not responsible for the accuracy of any User Content. All User Content is the sole responsibility of the person who posted the Content. You understand and agree that you will evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content. To the extent you find any User Content to be objectionable, you may notify Auris, but your sole recourse is to stop viewing such User Content.
In addition, if a Forum is provided within the Site, it may allow users to post questions to be answered by experts engaged by us. The opinions expressed by such experts are their own. We are providing access to the experts and their guidance in the Forum solely as an informational and educational service, and do not vouch for or endorse the accuracy of such opinions.
In general, in the absence of any other agreement with Auris, you may link or hyper-link to the home page of the Site from your web site, subject to the following:
a. you notify us by email at firstname.lastname@example.org specifying the URL of each page from which you will be linking to our home page;
b. you do not frame the Site or any portion of the Site;
c. you do not deep link into the Site (i.e., you do not link into any page other than the home page);
d. the link or hyper-link to the Site is not used in a way that suggests that Auris endorses you or your web site;
e. the link is identified using a plain text rendering of the Auris name and not any trademark or Auris logo;
f. the link or hyper-link to the Site is not used or presented in any way that disparages Auris or tarnishes, blurs, or dilutes the quality of Auris’s names, trademarks, service marks, or any associated goodwill; and
g. you agree that we may terminate your right to link or hyperlink to the Site at any time for any reason or no reason.
9. Electronic Communications
When you communicate with Auris through the Site or via other forms of electronic media, such as e-mail, you are communicating with us electronically. You agree that we may then communicate with you electronically, subject to local privacy laws, and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.
THE SITE AND ALL CONTENT, MATERIALS, INFORMATION, PRODUCTS AND SERVICES PROVIDED ON THE SITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AURIS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND SECURITY AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. AURIS MAKES NO WARRANTY THAT: (A) THE SITE WILL MEET YOUR REQUIREMENTS; (B) THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY SERVICES OFFERED THROUGH THE SITE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.
ANY CONTENT, MATERIALS, OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK. AURIS WIL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, OR INFORMATION.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AURIS OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
11. Securities Laws
This Site may include forward looking statements that involve risks and uncertainties concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives, that are beyond our control. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our Site, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends,” “will” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein do not constitute an offer or solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and will not be deemed to be, incorporated into any of our securities filings or documents. We wish to caution the reader that actual results may differ from those discussed in the forward-looking statements and may be adversely affected by, among other things, risks associated with other factors.
12. Limitation of Liability
IN NO EVENT WILL AURIS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SITE OR ANY SERVICES PROVIDED THROUGH THE SITE, EVEN IF AURIS WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. THIS LIMITATION ON LIABILITY APPLIES TO, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY DISABLING DEVICE OR VIRUSES WHICH MAY INFECT YOUR EQUIPMENT, FAILURE OR MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, BODILY INJURY, PROPERTY DAMAGE, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
13. No Resale of the Site
Your right to use the Site is personal to you. You agree not to reproduce, duplicate, copy, sell or resell the Site, without the express written consent of Auris.
You agree to indemnify, defend and hold Auris, its parents, subsidiaries, affiliates, shareholders, directors, officers, employees and agents, harmless from any claim, demand, liability, expense, or loss, including reasonable attorneys’ fees, made by any third party due to or arising out of, or in any way connected with your use of or access to the Site or your violation of these Terms.
16. Export Restrictions/Legal Compliance
Auris controls this Site from within the United States of America. You may not access, download, use or export the Site or the Content in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations.
In the event that any provision of these Terms is, in whole or in part, determined to be invalid, unenforceable or void for any reason, the determination will affect only the portion of the provision determined to be invalid, unenforceable, or void, and will not affect the remainder of that provision or the rest of these Terms in any way. You agree to allow a court or arbitrator to replace such an invalid, unenforceable, or void provision with a valid provision which is as similar as possible in substance to the invalid, unenforceable, or void provision. Auris’s failure to act with respect to any breach by you does not constitute a waiver of our right to act with respect to subsequent or similar breaches.
These Terms will be governed by and construed in accordance with the laws of the State of California, without regard to its choice of law provisions. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States will govern. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. You hereby consent to personal jurisdiction by the state and federal courts having jurisdiction over San Mateo County, California.
Auris may assign its rights and duties under these Terms without such assignment being considered a change to the Terms and without notice to you. You may not assign these Terms without the prior written consent of Auris.
18. Contact Information
If you have any questions regarding these Terms or the Site, please contact Auris at email@example.com.