Legal Notes
 

Tetraphase Pharmaceuticals, Inc.

TERMS OF SERVICE

Last updated January 7, 2011

These terms and conditions (the “Terms of Service”) govern your access to and use of the web sites provided by Tetraphase Pharmaceuticals, Inc. (“Tetraphase”) that link to or reference these Terms of Service (collectively, the “Service”).

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE MAY HAVE CHANGED SINCE YOU LAST USED THE SERVICE. BY USING THE SERVICE, YOU INDICATE YOU ARE AGREEING TO THESE TERMS OF SERVICE AND ENTERING INTO A LEGALLY BINDING CONTRACT WITH TETRAPHASE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN DO NOT USE THE SERVICE. IF YOU (A) ARE UNDER THE AGE OF EIGHTEEN, (B) DO NOT OTHERWISE HAVE THE REQUISITE POWER AND AUTHORITY TO ENTER INTO A LEGALLY BINDING CONTRACT, OR (C) HAVE BEEN PREVIOUSLY BANNED BY TETRAPHASE FROM USING THE SERVICE, YOU MAY NOT USE THE SERVICE.

[PLEASE NOTE: The Service is in beta form. Tetraphase expects the Service to change significantly over time, and these Terms of Service will change accordingly.]

Summary:

  • Your privacy is important to Tetraphase and Tetraphase will take reasonable steps to protect it. Tetraphase will not share your personal information with anyone other than as described in Tetraphase’s Privacy Policy. Click here to review the Privacy Policy.
  • Tetraphase makes no warranty to you for the quality, safety, usability or other aspect of the Service.
  • If you have any question about these Terms of Service, please contact Tetraphase at info@tphase.com.

The Service and the information that it contains (the “Content”) is the property of Tetraphase and its licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. By way of example only, and not as a limitation, “Tetraphase” and the Tetraphase logo are trademarks of Tetraphase under the applicable laws of the United States and/or other countries. Other Tetraphase product or service names or logos appearing in the Service are either trademarks or registered trademarks of Tetraphase and/or its affiliates. The absence of a product or service name or logo from this list does not constitute a waiver of Tetraphase’s trademark or other intellectual property rights concerning that name or logo. All other product names are trademarks or registered trademarks of their respective owners.

Use of Content

Tetraphase authorizes you to view, download and distribute as many copies of the Content as you wish, solely for your personal, noncommercial use; provided that you shall include with all copies of the Content the following copyright notice: “Copyright © 2011, Tetraphase Pharmaceuticals, Inc. All rights reserved.” and other copyright and proprietary rights notices that are contained in the Content. Any special rule for the use of certain services accessible through the Service may be included elsewhere within the Service and is incorporated into these Terms of Service by reference.
Title to the Content remains with Tetraphase or its licensors. Any use of the Content not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws. Content and features are subject to change or termination without notice in the sole discretion of Tetraphase. All rights not expressly granted herein are reserved to Tetraphase and its licensors.

If you violate any of these Terms of Service, your permission to use the Content automatically terminates and you must immediately destroy all copies you have made of any portion of the Content.

Limitation and Disclaimer of Liability

THE SERVICE AND ALL CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SPECIFICALLY, BUT WITHOUT LIMITATION, TETRAPHASE DOES NOT WARRANT THAT: (i) THE CONTENT, WHETHER CONTRIBUTED BY TETRAPHASE OR A THIRD PARTY, IS CORRECT, ACCURATE, RELIABLE OR COMPLETE; (ii) THE FUNCTIONS CONTAINED ON THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (iii) DEFECTS WILL BE CORRECTED; (iv) THE SERVICE OR ANY SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (v) THE SERVICE WILL IN ANY WAY MEET YOUR REQUIREMENTS OR EXPECTATIONS. TETRAPHASE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, IN RELATION TO THE SERVICE OR ANY CONTENT.

Furthermore, Tetraphase disclaims any and all responsibility or liability for (a) the conduct of any user of the Service; (b) the deletion, failure to store, misdelivery, or untimely delivery of any information or material; and (c) any harm resulting from downloading or accessing any information or material on the Internet through the Service.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

TETRAPHASE MAKES NO REPRESENTATION OR WARRANTY THAT INFORMATION ON THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. IF YOU CHOOSE TO ACCESS THE SERVICE FROM OUTSIDE THE UNITED STATES, YOU DO SO ON YOUR OWN INITIATIVE AND AT YOUR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LOCAL LAWS.

UNDER NO CIRCUMSTANCES SHALL TETRAPHASE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, MULTIPLE OR OTHER INDIRECT DAMAGE THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE OR THE CONTENT, OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SERVICE; ANY CHANGES TO OR INACCESSIBILITY OR TERMINATION OF THE SERVICE; ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA; ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR NOT RECEIVED; ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SERVICE; OR ANY DATA OR MATERIAL FROM A THIRD PARTY ACCESSED ON OR THROUGH THE SERVICE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF TORT OR OTHERWISE, EVEN IF TETRAPHASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE. IN NO EVENT SHALL TETRAPHASE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED ONE UNITED STATES DOLLAR (US$1).

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Your Submissions

You agree that you will not upload or transmit any communication or content of any type to the Service that infringes or violates any right of any party. By submitting Content to the Service, you agree that such submission is non-confidential for all purposes and represent that you own or have the necessary permissions to use and authorize the use of such submission as described herein.

If you make any submission to the Service or if you submit any business information, idea, concept or invention to Tetraphase by email, you automatically grant—or, if you are not the owner, warrant that the owner of such content or intellectual property has expressly granted—Tetraphase and all of Tetraphase’s customers and suppliers a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display such submission in any manner. For clarity, this license shall permit Tetraphase to use such submission for its own marketing purposes, which may include publication and distribution of such submissions on web sites or services not owned or controlled by Tetraphase.

You assume all risks and liabilities associated with your submissions, including without limitation those arising from anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in your submission that makes you personally identifiable.

You may not make any submission through the Service any that is prohibited by the “Standards of Conduct” section below. If you provide information to Tetraphase that subsequently becomes inaccurate, misleading or false, you agree to update such information promptly.

Standards of Conduct

You may not use the Service to:

(1) transmit via or through the Service any information, data, text, image, file, link, software, chat, communication or other Content that is, or which Tetraphase considers in its sole discretion to be, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, or otherwise objectionable, including without limitation blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, excessively violent, harassing or otherwise objectionable Content;
(2) introduce viruses, worms, Trojan horses and/or harmful code on the Internet;
(3) infringe in any way or violate any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property right of any third party;
(4) harass, embarrass or cause distress or discomfort upon another individual or entity;
(5) impersonate any other person, including but not limited to, a Tetraphase official, expert, guide or host;
(6) solicit, post or disclose any personally identifying information or private information about children or any third party without their consent (or their parent’s consent in the case of a child under 18 years of age);
(7) post or transmit any advertising, promotional material, or any other form of solicitation, including without limitation solicitations of credit card numbers, solicitations for sponsors, or promotion of raffles or contests;
(8) intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulation having the force of law while using or accessing the Service or in connection with your use of the Service, in any manner; or
(9) invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity.

In addition, you may not, and may not assist or enable others to, use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape or index any portion of the Service or Content.

Under no circumstances may you use the Service for any commercial purpose unless you have entered into a separate agreement with Tetraphase authorizing such use.
These are some, though not all, of the activities that may result in the termination of your access to the Service.

Links to Third-Party Web Sites

The Service may contain links to non-Tetraphase web sites. These links are provided to you as a convenience, and Tetraphase is not responsible for the content of or services provided by any linked web site. Any non-Tetraphase web site accessed from the Service is independent from Tetraphase, and Tetraphase has no control over the content of that web site. In addition, a link to any non-Tetraphase web site does not imply that Tetraphase endorses or accepts any responsibility for the content or use of such web site.

You are encouraged to use discretion while browsing the Internet using links initiated at the Service. These third party links may lead unintentionally to sites containing information that some people may find inappropriate or offensive. These links may also lead to sites that contain inaccurate information, false or misleading advertising, or information that violates copyright, libel or defamation laws. Tetraphase makes no representations concerning the content of sites accessible from the Service.

No Implied Endorsements

In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Tetraphase of that third party or of any product or service provided by a third party.

Indemnity

You agree to defend, indemnify, and hold Tetraphase and its affiliates, licensors, suppliers and related companies and the officers, directors, employees, agents and representatives of each of them harmless from and against all claims, actions or demands, costs, liabilities and settlements, including without limitation reasonable legal and accounting fees, resulting from, or alleged to result from, your use of the Service or violation of these Terms of Service.

Careers Pages

Tetraphase may list open employment positions using the Service. These postings are for informational purposes only and are subject to change without notice. You should not construe any information on the Service or made available through the Service as an offer for employment by Tetraphase. Nor should you construe anything on the Service as a promotion or solicitation for employment not authorized by the laws and regulations of your locale.
Real Simple Syndication (RSS) Newsfeeds

RSS feeds available through the Service are free of charge. Tetraphase encourages the use of these feeds to augment content on your own web site or for viewing through a newsreader application. Tetraphase reserves all ownership and other rights in such RSS feeds including all rights in any logos, trademarks or trade names contained in these feeds. You must provide proper attribution (as included in each RSS feed) by listing tphase.com in text as the source for each article you reproduce.

You may not: charge additional fees or licenses for the RSS feed content or put the RSS feed to other uses, including, without limitation, incorporating advertising into the RSS feed; inserting any intermediate page, splash page or other content between the RSS link and the applicable content; editing or modifying the text, content or links supplied by Tetraphase; or publishing the full text of the RSS feed content.

Tetraphase may modify the list of available RSS feeds or the content of those feeds at any time without notice. Tetraphase may revoke RSS syndication privileges at any time for any reason. The RSS feeds and the XML code are provided as-is. Tetraphase assumes no liability for any of your activities in connection with the RSS feeds.

No Export of Information

The laws of the United States of America prohibit the export of certain software and data to particular persons, territories, and foreign states. You may not export any Content, in any way, in violation of United States law.

Termination of Service

Tetraphase, in its sole discretion, reserves the right, with or without notice, for any or no reason: (a) to remove, suspend or disable any user’s access to all or any portion of the Service; and (b) to remove any Content from Tetraphase’s servers at any time.

Term and Termination

These Terms of Service are effective as of the time you first access the Service and shall continue in full force and effect until terminated as set forth herein. Subject to Tetraphase’s rights herein, you may terminate these Terms of Service at any time by terminating your access to and use of the Service. Once you terminate these Terms of Service, you shall have no further right to use the Service unless you again agree to these Terms of Service. The provisions of these Terms of Service shall survive any termination or expiration of these Terms of Service with respect to any use by you of the Service prior to such termination or expiration.

Enforcement of Terms of Service

These Terms of Service are governed and interpreted pursuant to the laws of the Commonwealth of Massachusetts, notwithstanding any principle of conflicts of law that would apply the law of any other jurisdiction.

All disputes arising out of or relating to these Terms of Service shall be finally resolved by arbitration before a single arbitrator conducted in the English language in Boston, Massachusetts under the commercial arbitration rules of the American Arbitration Association. You and Tetraphase shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, Tetraphase shall be entitled to seek injunctive relief, security, or other equitable remedies from any court of competent jurisdiction.

If any part of these Terms of Service is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. Tetraphase may, at its sole discretion and without notice, revise these terms at any time by updating this posting on www.tphase.com or providing you with any other notice of revised terms.

Entire Agreement

These Terms of Service are the entire agreement between you and Tetraphase relating to the subject matter herein and shall not be modified except (a) in writing signed by both parties, (b) by your express acceptance of other terms in the course of your use of the Service, or (c) by Tetraphase by posting new Terms of Service from time to time on www.tphase.com.

For Additional Information

If you have any question about the rights and restrictions above, please contact Tetraphase by email at info@tphase.com or by regular mail at:

Tetraphase Pharmaceuticals, Inc.
480 Arsenal Street, Suite 110
Watertown, MA 02472

Copyright © 2011, Tetraphase Pharmaceuticals, Inc. All Rights Reserved.

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