The website (“Site”) is provided by ProKidney (“ProKidney”) to provide
information and selected functionality to interested parties (“User,” “Users”
“you” or “your”).
1. MODIFICATION OF THIS AGREEMENT.
Subject to anything contained elsewhere in this Agreement, we may change, modify, add or remove portions of this Agreement (each, an “Update”) at any time and in our sole discretion without prior notice and such Updates will be effective immediately. If we make Updates to this Agreement, we will change the “Last Updated” date above. Your continued use of the Site will confirm your acceptance of the Update. We encourage you to frequently review this Agreement to ensure you understand the latest terms and conditions associated with use of the Site. If you do not agree to the Update, you must discontinue using the Site.
2. OWNERSHIP; PROPRIETARY RIGHTS.
The Site, including all information and materials contained therein, is owned and operated by ProKidney. All content, images, illustrations, designs, names, products, services, icons, photographs, video clips, typefaces, source and object code, format, queries, algorithms, visual interfaces, HTML, information, graphics, design, look and feel, compilation, and all other elements (whether written or otherwise) of the Site (collectively, the “Materials”), as well as their selection and arrangement, and all intellectual property and other rights relating to Materials, are protected by, as appropriate by United States copyright, trade dress, patent, and trademark laws, international laws and conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained in the Site are the property of ProKidney or its subsidiaries or affiliated companies and/or third-party licensors. Except as expressly authorized by ProKidney under this Agreement, you agree not to directly or indirectly sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
3. GUIDELINES; USAGE RULES; PROHIBITED CONDUCT AND USES.
3.1. YOU UNDERSTAND AND HEREBY ACKNOWLEDGE AND AGREE THAT YOU WILL NOT ENGAGE IN THE PROHIBITED CONDUCT AND USES LISTED BELOW (THE “GUIDELINES”). YOU WILL NOT:
3.1.1. use the Site or any location information displayed within the Site to stalk, harass, abuse, defame, threaten or defraud other Users, or collect, attempt to collect or store location or personal information about other Users;
3.1.2.use the Site if you are under the age of eighteen (18) years old;
3.1.3. use the Site for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data security and privacy, and import or export control;
3.1.4. make unsolicited offers, advertisements, proposals, or send junk mail, to other Users of the Site. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures, surveying or requests to participate in surveys or studies;
3.1.5.impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Site accounts of other Users;
3.1.6. misrepresent the source, identity or content of information transmitted via the Site;
3.1.7. remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, features that prevent or restrict use or copying of any content accessible through the Site, or features that enforce limitations on use of the Site;
3.1.8. intentionally interfere with or damage operation of the Site or any User’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms, invalid data, keyloggers, spyware, Trojan horses, time bombs, or other malicious or harmful code, or imposing an unreasonable or disproportionately large load on our infrastructure;
3.1.9. post, store, send, transmit, or disseminate any information or material which a reasonable person could deem to be objectionable, defamatory, libelous, offensive, obscene, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically or otherwise offensive to any group or individual, intentionally misleading, false, harmful to minors, or otherwise inappropriate, regardless of whether this material or its dissemination is unlawful;
3.1.10. post, store, send, transmit, or disseminate any information or material which infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights;
3.1.11. attempt to gain unauthorized access to the Site, or any part of it, other accounts, computer systems or networks connected to the Site, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;
3.1.12. hack, spam or phish ProKidney or any Users of the Site; or
3.1.13. hold ProKidney responsible for your use of the Site.
Please let us know about any inappropriate behavior that you become aware of within the Site. If you find something that violates this Agreement or these Guidelines, let us know by sending us an e-mail to . We reserve the right, in our sole and absolute discretion, to deny you or anyone access to the Site without notice.
4. USAGE; REFUSAL OR SUSPENSION OF SERVICE.
4.1. PROKIDNEY RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO HAVE OUR SYSTEMS MONITOR ANY USER’S USE OF THE SITE. ACCORDINGLY, PROKIDNEY ALSO RESERVES THE RIGHT TO DISABLE ANY USER’S USE OF OR ACCESS TO THE SITE.
4.2. You alone are responsible for your involvement with other Users. You agree that ProKidney will not be responsible for any loss or damage incurred as the result of any such interactions.
5. THIRD-PARTY SITES, PRODUCTS AND SERVICES; LINKS.
The Site may include links to other websites or services (“Third Party Websites”) solely as a convenience to Users. ProKidney does not endorse any such Third Party Websites or the information, material, products or services contained on other linked sites or accessible through other Third Party Websites. Furthermore, ProKidney makes no express or implied warranties with regard to the information, material, products or services that are contained on or accessible through Third Party Websites. Access and use of Third Party Websites, including information, material, products and services on Third Party Websites or available through Third Party Websites is solely at your own risk.
6. USER RESTRICTIONS
Restrictions. You may not: (i) modify, disassemble, decompile or reverse engineer the Site; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Site to any third party or use the Site to provide time sharing or similar services for any third party; (iii) make any copies of the Site; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, features that prevent or restrict use or copying of any content accessible through the Site, or features that enforce limitations on use of the Site; or (v) delete the copyright and other proprietary rights notices on the Site.
7. VIOLATIONS; TERMINATION.
You agree that ProKidney, in the good faith belief that you have violated any of the terms and conditions of this Agreement, may terminate your use of the Site or any portion thereof at any time. You agree that any termination of your access to the Site may have or portion thereof may be effected without prior notice, and you agree that ProKidney will not be liable to you or any third-party for any such termination. ProKidney does not permit copyright infringing activities on the Site, and reserves the right to terminate access to the Site, and remove all content submitted by any persons who are found to be infringers. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Site may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies ProKidney may have at law or in equity.
8. DISCLAIMERS; NO WARRANTIES.
8.1. THE SITE IS MADE AVAILABLE “AS IS”, “AS AVAILABLE”, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. PROKIDNEY, AND ITS SUPPLIERS, LICENSORS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
8.2. PROKIDNEY AND ITS SUPPLIERS, LICENSORS AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
8.3. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
9. INDEMNIFICATION; HOLD HARMLESS.
You agree to indemnify, defend, and hold ProKidney (and its affiliated companies, contractors, employees, director, officers, agents, and suppliers, licensors and partners) harmless from any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys’ fees, brought by a third party arising out of or related to (i) your use or misuse of any location information or the Site generally; (ii) any violation of the rights of any other person or entity by you; (iii) any breach or violation by you of this Agreement; or (iv) your use the Site to meet another User in-person or to locate and attend any offline place or event. ProKidney reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
10. LIMITATION OF LIABILITY AND DAMAGES.
10.1. YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL PROKIDNEY (OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS OR SUPPLIERS) BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF PROKIDNEY OR AN PROKIDNEY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
0.2. IN NO EVENT SHALL PROKIDNEY’S (OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, DIRECTORS, OFFICERS, AGENTS’, SUPPLIERS’, OR THIRD-PARTY PARTNERS’, LICENSORS’ OR SUPPLIERS’) TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), WARRANTY OR OTHERWISE) EXCEED FIFTY U.S. DOLLARS.
10.3. APPLICABLE LAW IN YOUR STATE MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT PROKIDNEY ’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR STATE.
11. BENEFIT OF THE BARGAIN.
YOU ACKNOWLEDGE AND AGREE THAT PROKIDNEY HAS OFFERED THE SITE ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH ABOVE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND PROKIDNEY, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND PROKIDNEY. PROKIDNEY WOULD NOT BE ABLE TO PROVIDE THE SITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS AND DISCLAIMERS.
You hereby release and forever discharge us (and our directors, officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to: (i) any interactions with, or act or omission of the Site; or (ii) any third party site, products, services, and links included on or accessed through the Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
13.1. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the New York, without giving effect to any
principles of conflicts of law.
13.2. Jurisdiction. Except as set forth below, you agree that any action at law or in equity arising out of or relating to this Agreement or the Site shall be filed only in the state or federal courts in and for New York and you hereby consent and submit exclusively to the personal jurisdiction of such courts for the purposes of litigating any such action. Nothing in this Agreement shall prevent ProKidney from seeking injunctive relief in a court of competent jurisdiction.
13.4. If a dispute arises between you and ProKidney, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. You agree that you will notify us about any dispute you have with ProKidney regarding the Site by emailing firstname.lastname@example.org, Subject: Arbitration.
3.5.You and ProKidney agree that we will resolve any claim or controversy at law or equity that arises out of or relates to this Agreement or the Site (a “claim”) in accordance with this Section13. Notwithstanding anything to the contrary, for any claim where the total amount of the award sought is less than $10,000 USD, the party requesting relief may choose to resolve the dispute through binding non-appearance-based arbitration in accordance with the following: (a) the arbitration will be provided through a nationally-recognized alternative dispute resolution provider mutually agreed upon by the parties; (b) the arbitration will be conducted in one or more of the following manners at the option of the party initiating arbitration: telephone, online, or written submissions; (c) the arbitration will not involve any personal appearances by the parties or witnesses unless otherwise agreed by the parties; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
13.6. All claims between you and ProKidney must be resolved in accordance with this Section 13. All claims filed or brought contrary to this Section 13 shall be considered improperly filed.
13.7. Severability, Waiver. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
13.8. Notices. ProKidney may provide you with notices, including those regarding changes to this Agreement, by email, regular mail or postings on the Site. You must provide notice to ProKidney by email or regular mail using the information in Section 13 below.
13.10. Survival. Any and all provisions related to or regarding limitation
of liability, disclaimers, and indemnification, as well as any other provisions
which by their nature are intended to survive expiration or termination of this
Agreement, do and hereby survive any expiration or termination of this
Agreement or any termination of your use of access to the Site.
13.11. Headings; Entire Agreement. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof. The word “including” means “including without limitation”. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both you and ProKidney, or by a change to this Agreement or the Guidelines.
13.12. Claims. YOU AND PROKIDNEY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
14. CONTACT INFORMATION.
ProKidney welcomes your comments or questions regarding these Terms of Service. Please contact us by using the following information: