TERMS OF USE

Welcome to the website of Brickell Biotech, Inc. (“BBI” or “we”). Please carefully review these Terms and Conditions of Use and our Privacy Policy (“Terms of Use” or “Terms”). These Terms of Use govern your use, access, and browsing of this website, including any mobile site, blog, app, email, social media, feature, software, product, service, information, or content made available, displayed, or offered by or through BBI (collectively, this “Site”). By using this Site, you acknowledge that you understood, accepted, and agreed to be bound by these Terms of Use, whether or not you have read them and whether you are a casual visitor, licensee, or recipient of our email newsletter. If you do not agree with these Terms, you are not permitted to use or access this Site. If you have any questions about these Terms, please contact BBI at info@brickellbio.com.

I. Description of Services

The Site contains material about BBI and its various products. Certain sections of the Site are intended for particular audiences including BBI’s employees, customers and shareholders, as well as members of the health care community and the general public. Please feel free to browse the Site, as appropriate. Your access to and use of the information on the Site is subject to these Terms and all applicable laws. By accessing this Site, you accept, without limitation or qualification, these Terms and acknowledge that it supersedes any other agreement between you and BBI with respect to access and use of this Site.

II. Changes to the Terms

We will notify users of any changes to these Terms. Notification will either be made by way of an e-mail or by posting of the changes on the Site. Changes to these Terms will be effective 30 days following notice. Your continued use of the Site after any change has become effective will constitute your acceptance of those changes.

III. Registration

We may require you to open an account to access certain features on this Site. Such features may include e-mail alerts and RSS feeds.

When registering for your account or for certain events or features of this Site, you agree to provide BBI with accurate, truthful, complete, and updated information. Failure to do so shall constitute a breach of these Terms of Use, which may result in suspension or termination of your account or your denial from such events or features. We, in our sole discretion, reserve the right to refuse or cancel registration.
When you open an account to use or access this Site, you may be asked to provide a user name and password. You agree that we may store and use any registration data, including your user name and password, you provide for use in maintaining your account. We may require you to periodically change your password.

You agree to use your best efforts to maintain the security and confidentiality of your user name, password, and account (collectively, a “User ID”). You are fully responsible for all activities that occur under your User ID. You may not use the User ID of someone else at any time. You may not sell or transfer your account, or otherwise allow any third party to use your account for any purpose. You agree to notify BBI about any unauthorized use of your User ID or any breach of security related to your use of the Site. You should use particular caution when accessing your account from a public or shared computer.

You further agree that BBI shall not be liable for any loss or damage arising out of, or related to, your use of your User ID by you or by any other party, either with or without your knowledge. You may be held liable for any losses incurred by BBI, including its subsidiaries, entities owned, related to or controlled by BBI, its employees, staff, officers, directors, consultants, agents, suppliers, contractors, and representatives, due to someone else’s use of your User ID.

IV. Medical Disclaimer

While there may be information on this website related to certain medical conditions and their treatment, you understand and agree that BBI and this Site do not provide professional advice of any kind, and are not intended to be a substitute for professional medical diagnosis, treatment, or advice, or a medical examination provided by a physician or other medical provider. You should not use the information provided on this Site for diagnosing a health problem or disease. Never disregard professional medical advice or delay in seeking it because of information you have read on this Site or received from BBI.

BBI does not recommend or endorse any specific test, physician, product, procedure, opinion, or other information that may be mentioned on this Site with respect to any personalized medical diagnosis or patient-specific treatment. If you have any question regarding a medical condition or health situation, seek the advice of your physician, mental health provider, and other qualified health-care professionals. Application or reliance on the techniques, advice, ideas, and suggestions of any person associated with BBI or this Site is solely at your own discretion and risk.

V. User Content

Certain features of this Site may allow you to display on this Site materials created by you or others that are unaffiliated with BBI (“User Content”). You understand and agree that you are solely responsible for any material, including comments, messages, notes, texts, listings, emails, images, videos, photographs, audio, music, software, and other content, that you, directly or indirectly, submit, post, upload, download, display, transmit, distribute, link, stream, promote, advertise, share with others, or otherwise publish on or through this Site.

By providing User Content to this Site, you grant BBI a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, sublicenseable, and freely transferable right and license to copy, reproduce, publish, display, distribute, broadcast, promote, archive, perform, modify, adapt, create derivative works and compilations of, incorporate into other works, license, sell, translate, and otherwise use the User Content, in whole or in part, including, without limitation, in connection with the operation, promotion, marketing, and advertising of the business, products, programs, events, and services of BBI. This license will apply with respect to any form of media currently known at the time of submission or subsequently discovered.

You agree that BBI may so exploit your User Content without compensation or credit to you, including by sublicensing any third party to do any of the foregoing. To the extent permitted by applicable laws, you also give up any claim that any use by BBI and/or its third party providers or sublicensees of any User Content violates any of your rights, including but not limited to moral rights, privacy rights, rights to publicity, proprietary, statutory or other rights, and/or rights to credit for the material or ideas set forth therein. In supplying User Content, you warrant and represent that you have all legal, moral, and other rights necessary to grant BBI a license to that material as discussed above.
You authorize BBI to treat the User Content as non-confidential and non-proprietary for all purposes. You agree that BBI may publish or otherwise disclose your name, age, and other information provided by you in connection with your User ID or User Content.

You understand and agree that we may, but are not obligated to, delete, edit, refuse to post, remove, or block access to any Site content or User Content, in our sole discretion, at any time and for any reason or no reason, with or without notice, including User Content that we believe violates these Terms of Use. You acknowledge that we have no backup or storage obligations regarding User Content.
You are solely responsible for the User Content that you provide, the consequences of posting your User Content, and your reliance on any User Content found on our Site. BBI and any party involved in creating, producing, delivering, or maintaining this Site are not responsible for the consequences of any User Content. We expressly disclaim responsibility for and liabilities resulting from, any information or communications from and between users of this Site. In case where you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency and BBI immediately.

VI. Third Party Content

This Site may contain links or references to other Internet sites or products or services of third parties over whom we or nor our affiliates have no control (“Third Party Content”). Third Party Content may include information related to the medical conditions and their treatment available on this Site.

BBI does not verify, and is not responsible for, the accuracy, authenticity, appropriateness, completeness, reliability, safety, or privacy practices of Third Party Content. BBI makes no representation concerning, and is under no obligation to prevent, the downloading, distribution, linking to, or re-posting of Third Party Content. Inclusion of, linking to, or permitting the use of any Third Party Content does not imply our approval, sponsorship, or endorsement thereof. BBI does not make any representations or warranties as to the security of any information (such as medical and other sensitive information) you might give on any third party site.

BBI will not in any manner be liable for or responsible for any loss or damages that may arise from your dealings or interaction with third parties, including your use or reliance on any Third Party Content found on our Site. You expressly waive any and all claims you may have against BBI and release BBI from any and all liability arising from or related to the Third Party Content, whether or not authorized by BBI.
If you decide to leave this Site and access or use third party sites, you do so at your own risk and you should be aware that our Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any third party website to which you navigate from this Site.

VII. Prohibited Use of the Site

You agree to not use this Site in the following ways:
(1) for any purpose that is unlawful or prohibited by these Terms;
(2) to conduct yourself in any way that may be construed as threatening, harmful, abusive, harassing, stalking, defamatory, libelous, vulgar, profane, obscene, offensive, objectionable, pornographic, obscene, unlawful, illegal, fraudulent, tortuous, giving rise to civil or criminal liability, invasive or in violation of another’s right of privacy or publicity, hateful, bigoted, racially or ethnically offensive, in violation of an applicable local, national or international law, including but not limited to laws related to copyrights, trademarks, patents, or trade secrets, or otherwise objectionable as determined by us in our sole discretion;
(3) to promote information that is known to be, inaccurate, misleading, or false;
(4) to advertise or otherwise solicit funds, goods, or services, such as through contests, sweepstakes, barter, pyramid schemes, or other form of unauthorized advertising or commerce, without our prior written consent;
(5) to express or imply that any statements you make are endorsed by BBI without our specific prior written consent;
(6) to send unsolicited email or other communications, including, without limitation, junk mail, spam, and chain letters;
(7) in a manner that could damage, disable, overburden, or impair our (or our third party providers’) server or the networks connected to any our server;
(8) to collect or harvest any information about other users or to attempt to gain unauthorized access to accounts, computer systems, or networks associated with any BBI’s servers, data not intended for you, or otherwise violate any security features of this Site, through hacking, password mining, or any other means;
(9) to distribute or facilitate the distribution of viruses, corrupted data, trojan horses, bots, keystroke loggers, worms, time bombs, cancelbots or other computer programming routines or computer code that are intended to and/or actually damage, detrimentally interfere with, surreptitiously intercept or mine, obtain unauthorized access to, scrape or expropriate any system, software, data or personal information;
(10) to attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to human-perceivable form any of the source code used by BBI in providing this Site; and
(11) adversely affect the enjoyment and availability of Site resources to other users (e.g., excessive shouting (use of all caps), flooding (continuous posting of repetitive text), or excessively large embedded images).
Any violation of system or network security may subject you to civil and/or criminal liability.

VIII. Feedback Submission

We welcome your feedback regarding BBI and this Site. However, any comments, notes, suggestions, review, ideas, suggestions, concepts, services, feature, program, product, software, application, tool, or other communications (“Feedback”) sent to BBI shall be and remain the exclusive property of BBI. Your submission of any such Feedback shall constitute an assignment to BBI of all worldwide rights, titles and interests in all copyrights and other intellectual property rights in the Feedback. BBI will be entitled to use, reproduce, disclose, publish, and distribute any material you submit for any purpose whatsoever, without restriction and without compensating you in any way. BBI will be under no obligation to keep your Feedback confidential or to otherwise protect your Feedback.

For this reason, we ask that you not send us any comment that you do not wish to assign to us, including any confidential or proprietary information or any original creative materials such as stories, product ideas, computer code, or artwork.

IX. Minors

If you are under the age of 13 years old, you may use the Site only under the supervision of a parent or guardian. This Site, through use of a third party vendor for credit card transactions, may offer for sale or sell products or services to adults who are capable of making purchases with a credit card. If you are a parent or guardian who is supervising a minor’s use of the Site, please be aware that you are fully responsible for his or her use and conduct on the Site, including all financial charges and legal liability that he or she may incur. We reserve the right to refuse service or cancel orders in our sole discretion.

X. Limitations of Liability

YOU ACKNOWLEDGE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK, AND THAT WE WILL NOT BE HELD LIABLE IN ANY WAY. UNDER NO CIRCUMSTANCE AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL BBI OR ANY OF ITS EMPLOYEES, OWNERS, SHAREHOLDERS, STAFF, DIRECTORS, OFFICERS, CONSULTANTS, AGENTS, SUPPLIERS, CONTRACTORS, OR REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL, COMPENSATORY, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INJURY, OR LOSSES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE. THIS INCLUDES, BUT IS NOT LIMITED TO, BODILY INJURY, EMOTIONAL DISTRESS, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, PERSONAL PROPERTY, OR OTHER INTANGIBLE LOSSES, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF BBI HAS BEEN ADVISED OF, OR SHOULD HAVE KNOWN, THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (I) THE USE OF, OR THE INABILITY TO USE, THIS SITE, (II) YOUR COMMUNICATIONS OR DEALINGS WITH OTHER USERS OF THIS SITE OR PERSONS YOU MEET THROUGH THIS SITE (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA TRANSMISSIONS, (IV) STATEMENTS, REPRESENTATIONS, OR CONDUCT OF ANY THIRD PARTY USING THIS SITE, OR (V) ANY OTHER MATTER RELATING TO THIS SITE.

XI. Disclaimer of Warranty

THIS SITE AND SERVICE ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, FREEDOM FROM COMPUTER VIRUS, AND NON-INFRINGEMENT OF RIGHTS. WE MAKE NO WARRANTY OR REPRESENTATION THAT ANY PART OF THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, SAFE TO DOWNLOAD, TIMELY, SECURE, ACCURATE, COMPLETE, ADEQUATE, USEFUL, RELIABLE, PHYSICALLY SAFE, OR OF ANY QUALITY OR THAT THE DEFECTS WILL BE CORRECTED.

XII. Indemnification

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS BBI AND ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, DELIVERING, OR MAINTAINING THIS SITE AND EACH OF THEIR RESPECTIVE OWNERS, REPRESENTATIVES, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, CONTRACTORS, ADVERTISERS, PARTNERS, RELATED PARTIES, LICENSORS, LICENSEES, SUPPLIERS, AND CO-BRANDERS FROM AND AGAINST ALL CLAIMS, DEMANDS, DAMAGES, COSTS, LOSSES, AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR RELATED TO (I) YOUR USE OF THIS SITE, (II) YOUR BREACH OF THESE TERMS OF USE, OR (III) ANY CLAIM THAT USER CONTENT OR THIRD PARTY CONTENT, OR ANY RELIANCE THEREOF, CAUSED DAMAGE TO YOUR OR A THIRD PARTY.

XIII. Use License

Permission is granted to temporarily download one copy of the content (information or software) on this Site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not: (1) modify or copy the content; (2) remove any copyright or other proprietary notations from the content; (3) use the content for any commercial purpose; (4) publish, publicly display, or otherwise distribute the content, including via the Internet, any social media platform or network, or any intranet or extranet side, for any commercial or non-commercial purpose; (5) attempt to decompile or reverse engineer any software contained on this Site; (6) use any data mining, robots, scraping, or similar data gathering or extraction methods to obtain the content; (7) transfer the content to another person or “mirror” the materials on any other server. No right, title or interest in any downloaded materials is transferred to you as a result of any such downloading.

This license shall automatically terminate if you violate any of these restrictions. We reserve the right to suspend or deny at any time, in our sole discretion, your access to all or any portion of this Site.

XIV. Intellectual Property

Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of the Site are copyrights, patents, trademarks, trade dress and/or other intellectual property owned, controlled, or licensed by BBI, its owners or by third parties who have licensed their materials to BBI. You may not reproduce or use BBI’s trademarks or trade dress without the prior written permission of BBI. Nothing contained on this Site should be understood as granting you a license to use any of the trademarks, trade names, trade dress, service marks, taglines, or logos owned or licensed by BBI or by any third party.

If you believe that your intellectual property has been used in any way that could be considered a copyright infringement or a violation of your intellectual property rights, please contact us in writing at info@brickellbio.com.
Certain portions of the Site may be subject to additional terms and conditions specified by BBI from time to time. Your use of the Site is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

XVIII. Governing Law

These Terms shall be governed by and construed under the laws of the State of Colorado, without regard for conflicts of law principles. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or related to this Site or the use or access thereof shall be in the state or federal courts located in Colorado. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed.

XIX. Severability/Waiver

If any provision of these Terms of Use is found to be invalid, void, unlawful, or for any reason unenforceable by any court having competent jurisdiction, then the provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of the remaining provisions, which shall remain in full force and effect. The section headings used herein are for convenience only and shall not affect the interpretation of these Terms of Use.

The failure of either party to assert any right under these Terms of Use will not be considered to be a waiver of that party’s right, and the said right will remain in full force and effect. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such terms and condition or any other term or condition. Neither the course of conduct between the parties nor trade practice shall act to modify the Terms.

XX. Statute of Limitations

You agree that, regardless of any statute or law to the contrary, any claim or cause of action that you may wish to assert related in any manner to this Site or its services must be filed within one (1) year after such claim or cause arose, or the said claim or cause will be forever barred, without regard to any contrary legislation.

XXI. Assignment

We may assign our rights and obligations under these Terms of Use without notice to one or more third parties. In this event, BBI will be relieved of any further obligation. You may not assign these Terms without BBI’s prior written consent.

XXII. Privacy Policy

Please refer to our Privacy Policy, which is incorporated herein by reference. Your assent to these Terms of Use includes your assent to our Privacy Policy.

XXIII. Last Modified Date of these Terms of Use

September 3, 2019.