terms & conditions

Agreement between User and Sophiris

Sophiris Bio, Corp. (“Sophiris”) operates this web site, which is comprised of various web pages operated by Sophiris (the “Site”), to provide online access to information about Sophiris and the products, services, and opportunities Sophiris provides (the “Service”).

By accessing and using this Site, you agree to each of the terms and conditions set forth herein (“Terms of Use”) and to our (“Privacy Policy”). Additional terms and conditions applicable to specific areas of this Site or to particular content or transactions are also posted in particular areas of the Site and, together with these Terms of Use, govern your use of those areas, content or transactions. These Terms of Use, together with applicable additional terms and conditions, are referred to as this “Agreement.” Sophiris reserves the right to modify this Agreement at any time without giving you prior notice, and the modified Agreement become effective when posted. You are responsible for regularly reviewing these terms and conditions to ensure you are aware of the latest modifications. Your use of the Site following any such modification constitutes your agreement to follow and be bound by the Agreement as modified. If you do not agree to follow and be bound by this Agreement, then you must not access or use the Site. The last date these Terms of Use were revised is set forth below.

1. Use of Site. You may use the Service, the Site, and the information, writings, images and/or other works that you see, hear or otherwise experience on the Site (singly or collectively, the “Content”) solely as set forth in this Agreement. Subject to these Terms of Use, Sophiris hereby grants you the right to access and use the Site (including the Content and Services) solely for the following purposes: (i) if you are accessing the Site as an individual, then any and all use of the Site is only permitted for your personal, non-commercial use and/or to learn about Sophiris products and services; or (ii) if you are accessing the Site on behalf of a business entity, then any and all use of the Site must be for such business entity’s internal business purposes in connection with the establishment or continuation of a business relationship with Sophiris. No right, title or interest in any Content is transferred to you, whether as a result of downloading such Content or otherwise. Sophiris reserves complete title and full intellectual property rights in all Content. Except as expressly authorized by this Agreement, you may not use, alter, copy, distribute, modify, transmit, or derive another work from any Content obtained from the Site or the Service. Sophiris retains all rights with respect to the Site except those expressly granted to you in this Agreement.

2. Copyright. The Site and the Content are protected by U.S. and/or foreign copyright laws, and belong to Sophiris or its partners, affiliates, contributors or third parties. The copyrights in the Content are owned by Sophiris or other copyright owners who have authorized their use on the Site. You may download and reprint Content for non-commercial, non-public, personal use only (If you are browsing this Site as an employee or member of any business or organization, you may download and reprint Content only for educational or other non-commercial purposes within your business or organization, except as otherwise permitted by Sophiris). You may not manipulate or alter in any way images or other Content on the Site.

3. Trademarks. You are prohibited from using any of the marks or logos appearing throughout the Site without the prior written permission from the trademark owner, except as permitted by applicable law.

4. Links to Third-Party Web Sites. Links on the Site to third party web sites or information are provided solely as a convenience to you. If you use these links, you will leave the Site. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by Sophiris of the third party, the third-party web site, or the information contained therein. Sophiris is not responsible for the availability of any such web sites. Sophiris is not responsible or liable for any such web site or the content thereon. If you use the links to the web sites of Sophiris affiliates or service providers, you will leave the Site, and will be subject to the terms of use and privacy policy applicable to those web sites. Any and all use of any third party web site is solely at your own risk.

5. Linking to this Site. If you would like to link to the Site, you can link to any page of our Site. You may not mirror or frame the home page or any other pages of this Site on any other web site or web page. Such mirroring and/or framing is strictly prohibited.

6. Downloading Files. Sophiris cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection by software viruses or other harmful computer code, files or programs. Any and all use of any such file is solely at your own risk.

7. Disclaimer of Warranties, THE SITE, SERVICES, AND CONTENT ARE PROVIDED TO YOU SOLELY ON AN “AS IS” AND “AS AVAILABLE” BASIS. SOPHIRIS MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE SITE, THE SERVICE OR THE CONTENT. SOPHIRIS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SITE, THE SERVICE, THE CONTENT, AND ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED VIA THE SITE. SOPHIRIS DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE SERVICE WILL BE CORRECTED. SOPHIRIS DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED.

8. Limitation of Liability. IN NO EVENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, WILL SOPHIRIS BE LIABLE TO YOU OR ANY THIRD PARTY FOR: (A) ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES ARISING OUT OF (I) THE USE OF OR INABILITY TO USE THE SITE, THE SERVICE, OR THE CONTENT, (II) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, THE SERVICE AND/OR THE CONTENT, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (V) ANY OTHER MATTER RELATING TO THE SITE, THE SERVICE, OR THE CONTENT, EVEN IF SOPHIRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR, (B) ANY DIRECT DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNT PAID BY YOU TO ACCESS THIS SITE, OR $100, WHICHEVER AMOUNT IS GREATER. THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT INCREASE THIS AGGREGATE LIMIT OF LIABILITY.

IF YOU ARE DISSATISFIED WITH THE SITE, THE SERVICE, THE CONTENT, OR WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY. IN SUCH JURISDICTIONS, SOPHIRIS’ LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW.

9. Indemnification. You understand and agree that you are personally responsible for your behavior on the Site and for your use of the Site. You agree to indemnify, defend and hold harmless Sophiris, its parent companies, subsidiaries, affiliated companies, joint venturers, business partners, licensors, employees, agents, and any third-party information providers to the Service from and against all claims, losses, expenses, liabilities, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of your use, misuse, or inability to use the Site, the Service, or the Content, or any violation by you of this Agreement.

10. User Conduct. You agree to use the Site only for lawful purposes. You agree not to take any action that might compromise the security of the Site, render the Site inaccessible to others or otherwise cause damage to the Site or the Content. You agree not to add to, subtract from, or otherwise modify the Content, or to attempt to access any Content that is not intended for you. You agree not to use the Site in any manner that might interfere with the rights of third parties.

11. Unsolicited Idea Submission Policy. Sophiris or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, marketing strategies, new or improved products, technologies, services, processes, materials, or new product names.

12. User Supplied Information. Sophiris does not want to receive confidential or proprietary information from you via the Site. You agree that any material, information, or data you transmit to us or post to the Site (each a “Submission or collectively “Submissions”) will be considered non confidential and non proprietary. For all Submissions, (1) you guarantee to us that you have the legal right to post the Submission and that it will not violate any law or the rights of any person or entity, and (2) you give Sophiris the royalty-free, fully paid-up, irrevocable, perpetual, worldwide right to use, distribute, display and create derivative works from the Submission, in any and all media, in any manner and for any purpose, in whole or in part, that Sophiris deems appropriate, without any restriction or responsibilities to you, or any compensation (or any nature) to you.

13. Additional Representations and Warranties. You represent, warrant, and covenant that (a) you have the power and authority to enter into this Agreement; (b) you are at least eighteen (18) years of age; and, (c) you will only use the Site in accordance with these Terms of Use.

14. Designated Agent for Alleged Copyright Infringement. Sophiris respects the intellectual property of others, and we ask you to do the same. If you believe some Content on the Site has been copied in such as way to constitute copyright infringement, please contact our Designated Agent below:

[NAME, ADDRESS, PHONE, FAX, AND EMAIL ADDRESS OF
DESIGNATED AGENT – A SOPHIRIS EMPLOYEE WHOSE RESPONSIBILITY IS TO MONITOR AND INVESTIGATE ANY ALLEGATION OF COPYRIGHT INFRINGEMENT BY THE SITE OR CONTENT.]

15. General Provisions

a. Entire Agreement/No Waiver. These Terms of Use constitute the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersede and replace any prior or contemporaneous understanding whether in written or oral form. No waiver by Sophiris of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

b. Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Sophiris therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Sophiris does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

c. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of this Agreement, all of which will remain in full force and effect, and the parties will, to the extent practicable, reform such provision to a valid and enforceable one that best attains the original intent of the parties for such provision.

d. Enforcement/ Choice of Law/ Choice of Forum. Any and all disputes relating to this Agreement, Sophiris’s Privacy Policy, your use of the Site, any other Sophiris web site, the Service, or the Content are governed by, and will be interpreted solely in accordance with, the laws of the State of California, USA without regard to any conflict of laws provisions, or any other provisions that would result in the application of a different body of law. Both parties submit to personal jurisdiction by and venue in the state and federal courts in the State of California, County of [San Diego], USA, and further agree that any cause of action arising under this Agreement shall be brought in such venue. Notwithstanding the foregoing, Sophiris may, at any time, seek injunctive or other equitable relief, wherever it deems appropriate, to protect or enforce its rights under this Agreement.

Latest Revision Date for these Terms of Use: May 10, 2012