ORDER

Terms of Use

Welcome, and thank you for your interest in crm197.com (the “Site”) operated by Pfenex Inc. (“Pfenex,” “we,” or “us”). Notwithstanding anything to the contrary herein, these Terms of Use govern only your use of the Site and not the purchase or use of any of our products through the Site. Pfenex’s Terms of Sale located at [___] apply to purchases of physical products from the Site. These Terms of Use are a legally binding contract between you and Pfenex regarding your use of the Site.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “I ACCEPT,” OR BY ACCESSING OR OTHERWISE USING THE SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SITE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING PFENEX’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Site. YOUR USE OF THE SITE, AND PFENEX’S PROVISION OF THE SITE TO YOU, CONSTITUTES AN AGREEMENT BETWEEN PFENEX AND YOU TO BE BOUND BY THESE TERMS.  

  1. Site Overview. Pfenex is a clinical stage development and licensing biotechnology company focused on leveraging our proprietary platform to develop and improve protein therapies for unmet patient needs. Any medical information provided on the Site is for informational purposes only. THE SITE DOES NOT PROVIDE ANY MEDICAL ADVICE, DIAGNOSIS, TREATMENT OR OPINIONS, NOR DOES YOUR USE OF THE SITE ESTABLISH A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND PFENEX. ALL MATERIALS ON THE SITE ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT SERVE AS A SUBSTITUTE FOR THE ADVICE OF A MEDICAL PROFESSIONAL.
  2. Eligibility. You must be at least 18 years old to use the Site. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Site; and (c) your registration and use of the Site is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
  3. Accounts and Registration. To access some features of the Site, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at info@crm197.com.
  4. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Site or any portion thereof; (b) make modifications to the Site; or (c) interfere with or circumvent any feature of the Site, including any security or access control mechanism. If you are prohibited under applicable law from using the Site, you may not use it.
  5. Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Site or our products and services (“Feedback”), then you hereby grant Pfenex an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Site and create or improve other products and services.
  6. Ownership; Proprietary Rights. The Site is owned and operated by Pfenex. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), software, and all other elements of the Site (“Materials”) provided by Pfenex are protected by intellectual property and other laws. All Materials included in the Site are the property of Pfenex or its third party licensors. Except as expressly authorized by Pfenex, you may not make use of the Materials. Pfenex reserves all rights to the Materials not granted expressly in these Terms.
  7. Third Party Services and Linked Websites. Pfenex may provide tools through the Site that enable you to export information to third party services, including through our implementation of third party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that Pfenex may transfer that information to the applicable third party service. Third party services are not under Pfenex’s control, and, to the fullest extent permitted by law, Pfenex is not responsible for any third party service’s use of your exported information. The Site may also contain links to third party websites. Third party websites are not under Pfenex’s control, and Pfenex is not responsible for their content.
  8. Monitoring Content. Pfenex does not control and does not have any obligation to monitor any content made available by third parties. You acknowledge and agree that Pfenex reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Site for operational and other purposes. If at any time Pfenex chooses to monitor the content, Pfenex still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.
  9. Prohibited Conduct. You shall not, and shall not permit any third party to: (a) modify or create any derivative works based on the Site or any portion thereof; (b) sublicense, distribute, sell, lend, rent, lease, transfer, or grant any rights in or to all or any portion of the Site or provide access to the Site to third parties on a service bureau basis or otherwise; (c) use or access the Site without permission, interfere with or circumvent any feature of the Site, including any security or access control mechanism, or introduce any security threats into or through the Site; (d) use the Site or any portion thereof to exploit, interfere with, or circumvent any feature of any other site or service; (e) use the Site or any portion thereof for any illegal, harmful, offensive, or objectionable purpose, including in a manner that disparages or defames, or violates the intellectual property or proprietary rights of, Pfenex or any third party; (f) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or accessing any other Site account without permission; or (g) otherwise use the Site or any portion thereof other than as provided herein, or in violation of any applicable law.
  10. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. We will endeavor to provide you with prior notice of any material changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Site. By accepting the modified Terms or by using the Site after changes are published, you agree to the updated Terms. Except as expressly permitted in this Section 10, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
  11. Modification of the Site. Pfenex reserves the right to modify or discontinue the Site at any time (including by limiting or discontinuing certain features of the Site), temporarily or permanently, without notice to you. Pfenex will have no liability for any change to the Site or any suspension or termination of your access to or use of the Site.
  12. Termination. If you violate any provision of these Terms, your authorization to access the Site and these Terms automatically terminate. In addition, Pfenex may, at its sole discretion, terminate these Terms or your account on the Site, or suspend or terminate your access to the Site, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at info@crm197.com. Upon termination, (a) your rights hereunder will terminate and you must immediately cease all use of the Site; (b) you will no longer be authorized to access your account on the Site; and (c) Sections 1, 5, 6, and 12 through 22 will survive
  13. To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify Pfenex and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Pfenex Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Site; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
  14. Additional Disclaimers; No Warranties. We are under no obligation to provide support for the Site. THE SITE AND ALL ELECTRONIC MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. PFENEX DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL ELECTRONIC MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. PFENEX DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY ELECTRONIC MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND PFENEX DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR PFENEX OR ANY ELECTRONIC MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE) OR ANY LOSS OF DATA. PFENEX IS NOT RESPONSIBLE FOR THE ACCURACY, TIMELINESS, OR COMPLETENESS OF THE ELECTRONIC MATERIALS DISPLAYED ON THE SITE.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Pfenex does not disclaim any warranty or other right that PFENEX is prohibited from disclaiming under applicable law.

  1. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PFENEX BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY ELECTRONIC MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PFENEX HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF PFENEX TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO FIFTY DOLLARS ($50). EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  2. Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. All disputes arising out of these Terms are subject to the sole and exclusive jurisdiction of the state and federal courts located within San Diego County, California and you and Pfenex submit to the personal and exclusive jurisdiction of these courts. We operate the Site from our offices in California, and we make no representation that Materials included in the Site are appropriate or available for use in other locations.
  3. Privacy Policy. Please read the Site Privacy Policy at [link to privacy policy] carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
  4. Consent to Electronic Communications. By using the Site, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
  5. Contact Information. The Site is offered by Pfenex Inc. located at 10790 Roselle St., San Diego, CA, 92121. You may contact us by sending correspondence to that address or by emailing us at info@crm197.com.
  6. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Site or to receive further information regarding use of the Site.
  7. International Use. We make no representation that the Site is appropriate or available for use outside of the United States. Access to the Site from countries or territories or by individuals where such access is illegal is prohibited. If local laws prohibit you from using the Site or making any purchases from the Site, you may not do so.
  8. Miscellaneous. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Pfenex regarding your use of the Site. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.