Terms of Use Agreement

Version 1.1
Effective Date: June 1, 2018
Last Updated Date: June 1, 2018

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY.  THIS WEBSITE AND ANY OTHER WEBSITES OF FORTY SEVEN, INC. (“FORTY SEVEN”), ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE “WEBSITE”) AND THE INFORMATION ON IT ARE CONTROLLED BY FORTY SEVEN. THESE TERMS OF USE GOVERN THE USE OF THE WEBSITE AND APPLY TO ALL INTERNET USERS VISITING THE WEBSITE BY ACCESS OR USING THE WEBSITE IN ANY WAY, (“USERS”) INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”).  BY CLICKING ON THE “I ACCEPT” BUTTON, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH FORTY SEVEN, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE TERMS OF USE.  THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU ACCESS THE WEBSITE.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.  The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement”.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY FORTY SEVEN IN ITS SOLE DISCRETION AT ANY TIME.  When changes are made, Forty Seven will make a new copy of the Terms of Use available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website.  We will also update the “Last Updated” date at the top of the Terms of Use. Any changes to the Agreement will be effective immediately for new Users of the Website, and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users. Forty Seven may require you to provide consent to the updated Agreement in a specified manner before further use of the Website and/ or the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website, and/or the Services.  Otherwise, your continued use of the Website, and/or Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT AGREEMENT.

1.                  Use of the Services and Forty Seven Properties. Forty Seven is a company engaged in immuno-oncology research. Our Website provides you with information and content regarding our research, clinical trials, investors and partners. The Website, the Services, and the information and content available on the Website and the Services (as these terms are defined herein) (collectively, the “Forty Seven Properties”) are protected by copyright laws throughout the world.  Subject to the Agreement, Forty Seven grants you a limited license to reproduce portions of Forty Seven Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Forty Seven in a separate license, your right to use any Forty Seven Properties is subject to the Agreement.

1.1              Updates.  You understand that Forty Seven Properties are evolving.  As a result, Forty Seven may require you to accept updates to Forty Seven Properties that you have installed on your computer or mobile device. You acknowledge and agree that Forty Seven may update Forty Seven Properties with or without notifying you.  You may need to update third-party software from time to time in order to use Forty Seven Properties.

1.2              Certain Restrictions.  The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Forty Seven Properties or any portion of Forty Seven Properties, including the Website,  (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Forty Seven Properties (including images, text, page layout or form) of Forty Seven; (c) you shall not use any metatags or other “hidden text” using Forty Seven’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Forty Seven Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access Forty Seven Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Forty Seven Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Forty Seven Properties. Any future release, update or other addition to Forty Seven Properties shall be subject to the Agreement.  Forty Seven, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of Forty Seven Properties terminates the licenses granted by Forty Seven pursuant to the Agreement.

1.3              Third-Party Materials.  As a part of Forty Seven Properties, you may have access to materials that are hosted by another party.  You agree that it is impossible for Forty Seven to monitor such materials and that you access these materials at your own risk.

2.              Ownership.

2.1           Forty Seven Properties. . You agree that Forty Seven and its suppliers own all rights, title and interest in Forty Seven Properties (including but not limited to, any computer code). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or Forty Seven Properties.

2.2           Trademarks.   fortyseven-logo.png  and other related graphics, logos, service marks and trade names used on or in connection with Forty Seven Properties or in connection with the Services are the trademarks of Forty Seven and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Forty Seven Properties are the property of their respective owners.

2.3           Feedback You agree that submission of any ideas, suggestions, documents, and/or proposals to Forty Seven through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Forty Seven has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Forty Seven a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Forty Seven Properties.

3.                  Third-Party Services.

3.1              Third-Party Websites, Applications. Forty Seven Properties may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”).  When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left Forty Seven Properties and are subject to the Agreement and conditions (including privacy policies) of another website or destination.  Such Third-Party Websites and Third-Party Applications are not under the control of Forty Seven.  Forty Seven is not responsible for any Third-Party Websites or Third-Party Applications.  Forty Seven provides these Third-Party Websites or Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services.  You use all links in Third-Party Websites or Third-Party Applications at your own risk. When you leave our Website, this Agreement and our policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

4.                  Disclaimer of Warranties and Conditions.

4.1              As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF FORTY SEVEN PROPERTIES AND THE CONTENT THEREIN IS AT YOUR SOLE RISK, AND FORTY SEVEN PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  FORTY SEVEN PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. 

(a)               NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FORTY SEVEN OR THROUGH FORTY SEVEN PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

4.2              No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT FORTY SEVEN PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD FORTY SEVEN PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON THE WEBSITE, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

5.                  Limitation of Liability.

5.1              Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL FORTY SEVEN PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH FORTY SEVEN PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, WHETHER OR NOT FORTY SEVEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF FORTY SEVEN PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A FORTY SEVEN PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A FORTY SEVEN PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A FORTY SEVEN PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

5.2              Cap on Liability.  UNDER NO CIRCUMSTANCES WILL FORTY SEVEN PARTIES BE LIABLE TO YOU FOR MORE THAN FIFTY DOLLARS ($50) AS A RESULT OF YOUR USE OF FORTY SEVEN PROPERTIES.

5.3              User Content.  EXCEPT FOR FORTY SEVEN’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE PRIVACY POLICY [WWW.FORTYSEVENINC.COM/PRIVACY-POLICY],  FORTY SEVEN ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

5.4              Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FORTY SEVEN AND YOU.

6.                  International Users.  Forty Seven Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country.  These references do not imply that Forty Seven intends to announce such Services or Content in your country.  Forty Seven Properties are controlled and offered by Forty Seven from its facilities in the United States of America. Forty Seven makes no representations that Forty Seven Properties are appropriate or available for use in other locations.  Those who access or use Forty Seven Properties from other countries do so at their own volition and are responsible for compliance with local law.

7.                  General Provisions.

7.1              Electronic Communications.  The communications between you and Forty Seven use electronic means, whether you visit Forty Seven Properties or send Forty Seven e-mails, or whether Forty Seven posts notices on Forty Seven Properties or communicates with you via e-mail.  For contractual purposes, you (1) consent to receive communications from Forty Seven in an electronic form; and (2) agree that all Agreement and conditions, agreements, notices, disclosures, and other communications that Forty Seven provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.

7.2              Assignment.  The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Forty Seven’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

7.3              Force Majeure.  Forty Seven shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

7.4              Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to Forty Seven Properties, please contact us at: Forty Seven, Inc., Attn: Questions, Complaints & Claims, 153 Castro Street, Floor 2, Mountain View, CA 94041.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

7.5              Exclusive Venue.  Both you and Forty Seven agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in California.

7.6              Governing Law THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE AGREEMENT.

7.7              Notice.  Where Forty Seven requires that you provide an e-mail address, you are responsible for providing Forty Seven with your most current e-mail address.  In the event that the last e-mail address you provided to Forty Seven is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Forty Seven’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Forty Seven at the following address: Forty Seven, Inc., Attn: Operations, 1490 O’Brien Drive, Suite A, Menlo Park, CA 94025; E-mail Addresses: info@fortyseveninc.com.  Such notice shall be deemed given when received by Forty Seven by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

7.8              Waiver.  Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

7.9              Severability.  If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

7.10          Export Control.  You may not use, export, import, or transfer Forty Seven Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Forty Seven Properties, and any other applicable laws.  In particular, but without limitation, Forty Seven Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Forty Seven Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Forty Seven Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by Forty Seven are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Forty Seven products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

7.11          Consumer Complaints.  In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

7.12          Entire Agreement.  The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.