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TERMS OF USE

Effective Date: January 23, 2017

These Terms of Use (“Terms”) govern your use of the services, applications, platforms, and websites that link to these Terms and are offered by Cytokinetics or its affiliates (the “Cytokinetics Service”).

Please review these Terms carefully before using the Cytokinetics Service. We may change these Terms or modify any features of the Cytokinetics Service at any time.  The most current version of the Terms can be viewed by clicking on the “Terms of Use” link posted through the Cytokinetics Service. By accessing and using the Cytokinetics Service, you personally and on behalf of any legal entity that you represent, agree to the Terms and warrant that you are authorized to bind your represented entity. You accept any changes to the Terms by continuing to use the Cytokinetics Service after we post the changes.

ELIGIBILITY

You may use or access the Cytokinetics Service only if you are at least 18 years old and are in compliance with the Terms.

LIMITED LICENSE

We hereby authorize you to access, view and copy information and materials published by us on the public portions of the Cytokinetics Service, and, with appropriate attribution, to search or link to the public portions of the Cytokinetics Service. No other use of the information is authorized. In consideration of this authorization, you agree that any copy of this material that you make shall retain all copyright and other proprietary notices in the same form and manner as on the original. This permission terminates automatically and without notice if you breach any of the Terms. Upon termination or request from us, you hereby agree to immediately destroy any downloaded or printed material.

COPYRIGHTS AND INTELLECTUAL PROPERTY

Information and materials on the Cytokinetics Service may be protected by copyright and other laws protecting intellectual property or proprietary rights, and those proprietary rights may belong to us or to third parties. Except as specified above, nothing contained in the Cytokinetics Service shall be construed as conferring by implication, estoppel or otherwise, any license or right under any copyright, patent, trademark or other intellectual property right of us or any third party. Except as expressly provided above, no portion of the information on the Cytokinetics Service may be reproduced in any form, or by any means, without our prior written permission.

USER IDEAS

Neither Cytokinetics nor its employees or representatives will accept or consider unsolicited ideas. If, in spite of this policy, you submit to us any feedback, information, suggestions, ideas or materials (an “Idea”), the Idea will be considered non-confidential.  By providing an Idea to us, you hereby grant to us, at no charge, a perpetual, irrevocable, non-exclusive, transferable, freely sublicenseable (through multiple tiers), royalty free, worldwide right and license to copy, use, make derivative works of, display, perform, distribute and otherwise exploit any copyrights and other intellectual property rights in and to, or based upon, the Idea (or any portion thereof) in any form, media, or technology now known or later developed. You hereby waive any moral rights you may have and you agree that we are free to use and/or disseminate such Ideas on an unrestricted basis for any purpose, including commercial purposes.

PRIVACY

By accessing or using the Cytokinetics Service you agree that we may collect, use, disclose, and otherwise process your information consistent with our Privacy Policy.

COMPLIANCE WITH APPLICABLE LAWS AND PROHIBITED CONDUCT

User access to the Cytokinetics Service is governed by all applicable federal, state and local laws. You agree that your use of the Cytokinetics Service will comply with all applicable laws, and if the laws of your jurisdiction do not permit access, then you must refrain from accessing the Cytokinetics Service.

You may not access or use, or attempt to access or use, the Cytokinetics Service to take any action that could harm us or any third party or interfere with the operation of the Cytokinetics Service or our networks.  For example, and without limitation, you may not:

  • engage in unauthorized spidering, “scraping,” or harvesting of content or personal information, or use any other unauthorized automated means to compile information;
  • take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure;
  • use any device, software, or routine to interfere or attempt to interfere with the proper working of the Service or any activity conducted on the Service or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;
  • attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Service; or
  • engage in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in our sole judgment, exposes us or any of our users, affiliates, or any other third party to any liability, damages, or detriment of any type.

Violations of system or network security may result in civil or criminal liability.  We may investigate and work with law enforcement authorities to prosecute users who violate the Terms.  We may suspend or terminate your access to the Services for any or no reason at any time without notice.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

Although we have attempted to provide accurate information and materials on the Cytokinetics Service, we assume no responsibility and make no warranties regarding the accuracy, completeness, availability, or timeliness of that information and those materials. The information and materials contained on the Cytokinetics Service may be out of date or include omissions or other errors. We may change the information provided on the Cytokinetics Service at any time without notice.

THE CYTOKINETICS SERVICE AND ALL INFORMATION AND MATERIALS PROVIDED ON THE CYTOKINETICS SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. CYTOKINETICS, ITS AFFILIATES AND PARTNERS DISCLAIM ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND THE USE OF REASONABLE SKILLS AND CARE.

CYTOKINETICS AND ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, DELIVERING OR MAINTAINING OUR WEBSITE, AND OUR AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND AGENTS, WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES BASED UPON, RELATED TO OR IN CONNECTION WITH THE USE OF OUR WEBSITE OR THE MATERIALS, INFORMATION OR LINKS TO OTHER WEBSITES OR INFORMATION OF THIRD PARTIES WITHIN OUR WEBSITE, EVEN IF CYTOKINETICS OR SUCH OTHER PARTIES HAVE BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE TO HOLD CYTOKINETICS, ITS AFFILIATES AND PARTNERS HARMLESS FROM AND NOT TO SUE SUCH PERSONS FOR ANY CLAIMS BASED UPON, RELATED TO OR IN CONNECTION WITH THE USE OF OUR WEBSITE, THE MATERIALS AND INFORMATION ON OUR WEBSITE, OR ANY WEBSITES LINKED FROM OUR WEBSITE.

INDEMNIFICATION

You agree to indemnify, defend and hold us and our subsidiaries, affiliates, directors, officers, employees, agents and assigns harmless from and against any and all loss, costs, expenses (including reasonable attorneys’ fees and expenses), claims, damages and liabilities related to or associated with your use of the Services and any alleged violation by you of these Terms. We reserve the right to assume the exclusive defense of any claim for which We are entitled to indemnification under this section. In such event, you shall provide us with such cooperation as we reasonably request.

THIRD PARTIES

The Cytokinetics Service may contain links to third-party websites, applications, and content. We do not control, endorse, sponsor, recommend, or otherwise accept responsibility for such content. We are not responsible for the privacy or security practices of these third parties. Use of any linked third-party websites, applications, or content is at your own risk.

GOVERNING LAW AND JURISDICTION

All matters relating to your access to, or use of, the Cytokinetics Service shall be governed by U.S. federal law or the laws of the State of California, without the application of any conflict of law principles that might lead to the application of another jurisdiction’s laws. Any legal action or proceeding relating to your access to, or use of, the Cytokinetics Service shall be instituted in a state court in San Mateo County, California or the U.S. district court for the Northern District of California. You and Cytokinetics agree to submit to the sole and exclusive jurisdiction of, and agree that venue is proper in, these courts in any legal action or proceeding, and irrevocably waive any objections to such jurisdiction or venue, including, without limitation forum non conveniens.

TRADEMARK INFORMATION

The trademarks, logos and service marks (“Marks”) displayed on the Cytokinetics Service are the property of Cytokinetics or other third parties. You are not permitted to use these Marks without our prior written consent or the prior written consent of the third party that owns the Mark. “CYTOKINETICS,” and our logo used alone and with the mark “CYTOKINETICS,” and “CYTOMETRIX” are registered service marks and trademarks of Cytokinetics. PUMA is a trademark of Cytokinetics. “GLAXOSMITHKLINE” is a registered trademark of GlaxoSmithKline, plc. “AMGEN” is a registered trademark of Amgen Inc. All other trademarks used on the Cytokinetics Service are the property of their respective owners.