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Privacy Policy

Effective as of July 27, 2021

This Privacy Policy describes how Rivus Pharmaceuticals, Inc. (“Rivus,” “we," “us” or “our”) handles personal information that we collect through our website (the “Service”).

Index

Personal information we collect
How we use your personal information
How we share your personal information
Your choices
Other sites and services
Security
International data transfer
Children
Changes to this Privacy Policy
How to contact us

Personal information we collect

Information you provide to us. Personal information you may provide to us through the Service or otherwise includes:

Contact data, such as your first and last name and email address.
Communications that we exchange with you and any personal information you provide in those communications, including when you contact us with questions or feedback, through the Service, social media, or otherwise.
Other data not specifically listed here, which we will use as described in this Privacy Policy or as otherwise disclosed at the time of collection.

Automatic data collection. We and our service providers may automatically log information about you, your computer or mobile device, and your interaction over time with the Service, our communications and other online services, such as:

Device data, such as your computer’s or mobile device’s operating system type and version, manufacturer and model, browser type, screen resolution, RAM and disk size, CPU usage, device type (e.g., phone, tablet), IP address, unique identifiers (including identifiers used for advertising purposes), language settings, mobile device carrier, radio/network information (e.g., Wi-Fi, LTE, 3G), and general location information such as city, state or geographic area.
Online activity data,such as pages or screens you viewed, how long you spent on a page or screen, the website you visited before browsing to the Service, navigation paths between pages or screens, information about your activity on a page or screen, and access times and duration of access.

Cookies and similar technologies. Like many online services, we may use the following technologies:

Cookies, which are text files that websites store on a visitor‘s device to uniquely identify the visitor’s browser or to store information or settings in the browser for the purpose of helping you navigate between pages efficiently, remembering your preferences, enabling functionality, helping us understand user activity and patterns, and facilitating analytics and online advertising.
Local storage technologies, like HTML5 and Flash, that provide cookie-equivalent functionality but can store larger amounts of data, including on your device outside of your browser in connection with specific applications.
Web beacons, also known as pixel tags or clear GIFs, which are used to demonstrate that a webpage or email address was accessed or opened, or that certain content was viewed or clicked.

How we use your personal information

We may use your personal information for the following purposes or as otherwise described at the time of collection:

Service delivery. We may use your personal information to:

provide, operate and improve the Service and our business; and to
provide support for the Service, and respond to your requests, questions and feedback.

Compliance and protection. We may use your personal information to:

comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas or requests from government authorities;
protect our, your or others’ rights, privacy, safety or property (including by making and defending legal claims);
audit our internal processes for compliance with legal and contractual requirements or our internal policies;
enforce the terms and conditions that govern the Service; and
prevent, identify, investigate and deter fraudulent, harmful, unauthorized, unethical or illegal activity, including cyberattacks and identity theft.

With your consent. In some cases, we may specifically ask for your consent to collect, use or share your personal information, such as when required by law.

How we share your personal information

We may share your personal information with the following parties and as otherwise described in this Privacy Policy or at the time of collection.

Affiliates. Our corporate parent, subsidiaries, and affiliates, for purposes consistent with this Privacy Policy.

Service providers. Third partiesthat provide services on our behalf or help us operate the Service or our business (such as hosting, information technology, and website analytics).

Third parties designated by you. We may share your personal data with third parties where you have instructed us or provided your consent to do so. We will share personal information that is needed for these other companies to provide the services that you have requested.

Professional advisors. Professional advisors, such as lawyers, auditors, bankers and insurers, where necessary in the course of the professional services that they render to us.

Authorities and others. Law enforcement, government authorities, and private parties, as we believe in good faith to be necessary or appropriate for the compliance and protection purposes described above.

Business transferees. Acquirers and other relevant participants in business transactions (or negotiations and diligence for such transactions) involving a corporate divestiture, merger, consolidation, acquisition, reorganization, sale or other disposition of all or any portion of the business or assets of, or equity interests in, Rivus or our affiliates (including, in connection with a bankruptcy or similar proceedings).

Your choices

You have the following choices with respect to your personal information.

Do Not Track. Some Internet browsers may be configured to send “Do Not Track” signals to the online services that you visit. We currently do not respond to “Do Not Track” or similar signals. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.

Declining to provide information. We need to collect personal information to provide certain services. If you do not provide the information we identify as required or mandatory, we may not be able to provide those services.

Other sites and services

The Service may contain links to websites, mobile applications, and other online services operated by third parties. In addition, our content may be integrated into web pages or other online services that are not associated with us. These links and integrations are not an endorsement of, or representation that we are affiliated with, any third party. We do not control websites, mobile applications or online services operated by third parties, and we are not responsible for their actions. We encourage you to read the privacy policies of the other websites and mobile applications and online services you use.

Security

We employ a number of technical, organizational and physical safeguards designed to protect the personal information we collect. However, security risk is inherent in all internet and information technologies and we cannot guarantee the security of your personal information.

International data transfer

We are headquartered in the United States and may use service providers that operate in other countries. Your personal information may be transferred to the United States or other locations where privacy laws may not be as protective as those in your state, province, or country.

Children

The Service is not intended for use by children under 13 years of age. If we learn that we have collected personal information through the Service from a child under 13 without the consent of the child’s parent or guardian as required by law, we will delete it. We encourage parents or guardians with concerns to contact us.

Changes to this Privacy Policy

We reserve the right to modify this Privacy Policy at any time. If we make material changes to this Privacy Policy, we will notify you by updating the date of this Privacy Policy and posting it on the Service. If required by law we will also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via email or another manner through the Service. Any modifications to this Privacy Policy will be effective upon our posting the modified version (or as otherwise indicated at the time of posting). In all cases, your use of the Service after the effective date of any modified Privacy Policy indicates your acceptance of the modified Privacy Policy.

How to contact us

Email: info@rivuspharma.com
Mail: 706 B Forest Street, Charlottesville, VA 22903

RIVUS PHARMACEUTICALS, INC.

TERMS OF USE

Last Updated Date: July 23, 2021

PLEASE READ THESE TERMS OF USE (“TERMS”) CAREFULLY BEFORE USING THE WEBSITE (DEFINED BELOW), AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE THE WEBSITE. YOU AGREE TO THESE TERMS BY ACCESSING OR USING ANY PORTION OF THE WEBSITE.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “GOVERNING LAW; DISPUTES; ARBITRATION” SECTION BELOW, AND IF YOU DO NOT OPT-OUT AS SET FORTH IN THAT SAME SECTION, YOU AGREE THAT DISPUTES BETWEEN YOU AND RIVUS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION. SUBJECT TO THE EXCEPTIONS AND OPT-OUT PROVISIONS IN THAT SECTION, THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE AND BY ACCESSING OR USING THE WEBSITE AND NOT OPTING OUT OF THESE PROVISIONS, YOU WAIVE YOUR RIGHT TO BRING OR RESOLVE ANY DISPUTE AS, OR PARTICIPATE IN, A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR ARBITRATION.

These Terms apply to rivuspharma.com, and all other websites, features, or online services that are owned or controlled by Rivus Pharmaceuticals, Inc. (“Rivus”, “us”, “we” or “our”) and that post or include a link to these Terms (collectively, the “Website”), whether accessed via computer, mobile device, or otherwise.

When using particular services or features of the Website, including downloading content from the Website, both these Terms and a separate contract, terms of service, or a similar agreement (“Additional Terms”) may apply to your use of that service or feature. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

The Website does not, and is not intended to, provide medical advice, nor does it provide instruction on the appropriate use of any product produced or supplied by Rivus or its licensors or joint venture partners. Information on this website regarding any products approved for marketing is qualified in its entirety by reference to the FDA-approved full prescribing information for the specific products. Users of the Website should be aware that any products under development that are described herein have not been found safe or effective by any regulatory agency and are not approved for any use outside of clinical trials. The information presented on the Website should not be interpreted or construed in any way as a replacement or substitute for medical advice provided by your doctor or healthcare provider. It is important for you to discuss your treatment options, and any questions that you may have, with your doctor or healthcare provider.

1. Business Users

If you are using any of the Website on behalf of a business or legal entity (such as your employer) (an “Entity”), you represent and warrant that you have the legal right and authority to (a) enter into these Terms on behalf of the Entity, (b) grant the rights and licenses described in these Terms on behalf of the Entity, and (c) bind the Entity to these Terms. You acknowledge and agree that these Terms will operate as an agreement between Rivus and the Entity; and that references to you in these Terms shall refer to the Entity and its affiliates. If you do not have such legal right and authority on behalf of the Entity, you may not use the Website on behalf of such Entity.

2. Ownership of Materials on the Website

The Website includes all materials that comprise or are otherwise a part of the Website (including past, present and future versions of the Website), including, without limitation: graphics; layout; text; instructions; images; graphs; charts; trademarks, logos, service marks; software (including HTML-based programs); audio; animations; videos; designs; ringtones; wallpapers; games; contests; voting; technology; applications; artwork; information; data; reports; designs; compilations; advertising copy; domain names; any and all copyrightable material (including source and object code); the “look and feel” of the Website; the compilation, assembly and arrangement of the materials of the Website; and all other materials related to the Website (collectively, “Materials”).

3. Access to the Website; License

Users under the age of sixteen (16) are not permitted to use the Website.

Subject to your strict compliance with these Terms and any Additional Terms, we hereby grant you a limited, personal, non-exclusive, non-transferable, non-assignable, revocable license to access our Website and view the Materials (excluding source and object code, other than as made available to access and use via standard web browsers to enable display on your device) (the “License”). You may not reproduce, duplicate, copy, sell, resell or commercially exploit for any purposes, any portion of, use of, or access to the Website. When you access or view the Materials, you must: (a) keep intact all copyright and other proprietary notices; (b) make no modifications to the Materials; and (c) not allow or assist any third party (whether or not for your benefit) to copy or adapt any object code associated with the Website or reverse engineer, modify or attempt to discover any source code associated with the Website. In the event you fail to comply with these Terms, we may terminate the License without notice and you will no longer be permitted to use the Website.

You agree to abide by any and all copyright notices, information, or restrictions contained in any part of the Website. Any and all rights to use the Website that are not expressly granted to you under these Terms are reserved for Rivus or its licensors. Nothing contained in these Terms will affect, impair, or limit in any way Rivus’ rights to exploit fully any or all of the Materials. Unauthorized use of Materials may be a violation of federal and state laws and could result in civil and criminal liability.

If we become aware of possible violations of these Terms, we may initiate an investigation that may include gathering information from you or any user involved and the examination of other material. We may suspend the provision of the Website temporarily, or we may permanently remove the material involved from our servers, cancel posts, provide warnings to you, or suspend or terminate your access to our Website. We will determine what action will be taken in response to a violation at our sole discretion. We will fully cooperate with law enforcement authorities in investigating suspected lawbreakers.

4. Prohibited Conduct

You agree that you will not, including by use of any robot, scraper, or other data mining technology or process, frame, mask, extract data or other materials from, copy or distribute content from the Website (except as may be a result of standard search engine or Internet browser usage). Except as expressly provided in these Terms, you may not copy, reproduce, republish, modify, create derivative works of, upload, download, perform, display, post, transmit, distribute or otherwise use content from the Website in any way, without the prior written permission of a duly authorized Rivus employee. You agree to abide by any and all copyright notices, information, or restrictions contained in any part of the Website.

You agree not to violate or interfere with the security of the Website, attempt to gain unauthorized access to the Website, data, materials, information, computer systems or networks connected to any server associated with the Website, through hacking, password mining or any other means, or otherwise bypass or circumvent any measure employed to limit or prevent access to the Website or any data stored thereon. You also agree not to take or attempt any action that, in the sole discretion of Rivus, imposes or may impose an unreasonable or disproportionately large load or burden on the Website or Rivus’ infrastructure. You further agree not to use the Website for any unlawful purpose.

5. Links to Third-Party Content

The Website may contain links to third party websites and services that are operated by third parties. We do not control any of these third-party websites or services, or any of their content. These links are provided for your convenience only. The inclusion of any link neither implies endorsement by Rivus or any association with its operators, nor guarantees that the content contains accurate information. Accordingly, you understand and agree that we are not responsible for your use of these third-party web sites or services, and that your use of such services is subject to the terms and conditions established by such third parties. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SITE INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY.

Descriptions of, references to, or links to products, services or publications within the Website do not imply endorsement of that product, service or publication.

6. Copyrights and Other Intellectual Property and Related Claims

You may not use the Website for any purpose or in any manner that infringes the rights of any third party. Rivus encourages you to report any content on the Website that you believe infringes your rights. Only the intellectual property rights owner or person authorized to act on behalf of the owner can report potentially infringing content. If you have a good faith belief that content on the Website infringes your copyright, trademark, or other intellectual property rights, please contact us at info@rivuspharma.com.

7. Jurisdictional Issues

The information provided on the Website is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Rivus to any registration requirement within such jurisdiction or country. Rivus controls and operates the Website from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Website are appropriate for use or access in other locations. Anyone using or accessing the Website from other locations does so on their own initiative and is responsible for compliance with United States’ and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. We reserve the right to limit the availability of the Website or any portion of the Website, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide.

Software related to or made available by the Website may be subject to United States export controls. Thus, no software from the Website may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States government has embargoed goods or designated as a “terrorist supporting country”; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Commerce Department’s Table of Deny Orders, or any other U.S. Government list of prohibited or restricted parties. By downloading any software related to the Website, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

8. Linking Policy

Rivus grants you the revocable permission to link to the Website; provided, however, that any link to the Website: (a) must not present false information about, disparage, damage, dilute or tarnish the goodwill associated with Rivus or its products or services, any Rivus property or any other intellectual property; (b) must not create the false appearance that your web site or organization is sponsored, endorsed by, affiliated or associated with Rivus; (c) must not frame or create a browser or border environment around any of the content on the Website or otherwise mirror any part of the Website; (d) must not use any Rivus trademarks without the prior written permission from Rivus; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in Rivus’ sole opinion); and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. You agree that you will not link to the Website from any source that is unlawful, abusive, indecent or obscene, that promotes violence or illegal acts, that contains expressions of racism, that is libelous, defamatory, scandalous, or inflammatory or is otherwise inappropriate (in Rivus’ sole discretion). By linking to the Website, you agree that you do and will continue to comply with the above linking requirements.

Notwithstanding anything to the contrary contained in these Terms, Rivus reserves the right to prohibit linking to the Website for any reason in our sole and absolute discretion.

9. Disclaimers

WE MAKE NO REPRESENTATIONS AS TO THE ACCURACY, QUALITY, TIMELINESS, AVAILABILITY, OR COMPLETENESS OF THE INFORMATION, DOCUMENTS, CONTENT OR OTHER MATERIALS AVAILABLE ON THE WEBSITE, AND YOU SHOULD NOT RELY UPON THEM. WE PROVIDE THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ALL MATERIALS, INFORMATION, LINKS, MESSAGES, PRODUCTS, SERVICES, AND OTHER MATERIALS AND FUNCTIONALITY CONTAINED ON AND/OR OBTAINED THROUGH THE WEBSITE) ON AN “AS IS,” “WITH ALL FAULTS,” AS AVAILABLE BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU USE THE WEBSITE AT YOUR OWN RISK, AND RIVUS AND ITS AFFILIATES (INCLUDING, WITHOUT LIMITATION, ITS DIRECT AND INDIRECT SUBSIDIARIES, SISTER AND PARENT COMPANIES, THEIR SUCCESSORS AND PREDECESSORS TO ANY INTEREST, THEIR LICENSEES, DISTRIBUTORS, AND ASSIGNEES; AND THE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, AGENTS, REPRESENTATIVES, EMPLOYEES, AND SUPPLIERS OF EACH OF THEM) (EACH, A “RIVUS PARTY” AND, COLLECTIVELY, THE “RIVUS PARTIES”) ARE NOT LIABLE FOR ANY ERRORS OR OMISSIONS IN ITS CONTENT OR DELIVERY, OR FOR ANY FORM OF LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, EVEN IF KNOWN TO US) THAT MAY RESULT FROM THEIR USE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE RIVUS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, FREEDOM FROM COMPUTER VIRUS, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NO WARRANTY NOT SET FORTH IN THESE TERMS WILL BE VALID. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IF ANY OF THE ABOVE PROVISIONS ARE VOID UNDER GOVERNING LAW, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

WITHOUT LIMITING THE FOREGOING, THE RIVUS PARTIES DO NOT WARRANT THAT YOUR USE OF THE WEBSITE WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE WEBSITE (OR THE SERVER(S) THAT MAKE THE WEBSITE AVAILABLE) ARE FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL INTERNET ACCESS SERVICES, DEVICE HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE WEBSITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE, OR STATEMENT OF ANY RIVUS PARTY, WHETHER MADE ON THE WEBSITE OR OTHERWISE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

FURTHER, THE RIVUS PARTIES DO NOT WARRANT OR GUARANTEE THAT YOUR ACTIVITIES OR USE OF THE WEBSITE ARE LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, THE RIVUS PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES.

YOU UNDERSTAND THAT BY USING THE WEBSITE (OR ANY OF ITS FEATURES OR FUNCTIONALITY), YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN THE JURISDICTION WHERE YOU ACCESS OR USE THE WEBSITE.

THE RIVUS PARTIES SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, DEATH, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) BASED UPON OR RESULTING FROM ANY OPINION, ADVICE, INFORMATION, STATEMENT OR OTHER CONTENT MADE OR DISPLAYED ON THE WEBSITE BY THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, ANY USER OF THE WEBSITE).

ANY INFORMATION POSTED ON THIS WEBSITE RELATED TO MEDICAL CONDITIONS AND THEIR TREATMENT IS GENERAL IN NATURE AND IS INTENDED ONLY FOR EDUCATIONAL AND GENERAL INFORMATION PURPOSES. SHOULD YOU HAVE A MEDICAL CONDITION THAT MAY REQUIRE TREATMENT, OR IF YOU HAVE ANY SPECIFIC MEDICAL QUESTIONS, PROMPTLY SEE YOUR OWN DOCTOR OR OTHER HEALTH CARE PROVIDER. NOTHING ON THIS WEBSITE IS INTENDED TO ACT AS PROFESSIONAL MEDICAL ADVICE. IF YOU ARE A PATIENT IN A MEDICAL EMERGENCY, PLEASE SEEK EMERGENCY TREATMENT FROM A DOCTOR OR OTHER HEALTH CARE PROVIDER INSTEAD OF REVIEWING INFORMATION ON THIS WEBSITE. RIVUS DOES NOT OFFER MEDICAL DIAGNOSIS OR TREATMENT FROM THIS WEBSITE, AND NONE OF THE INFORMATION CONTAINED ON THIS WEBSITE SHOULD BE CONSTRUED AS PROVIDING MEDICAL ADVICE OR SERVICES OF ANY KIND. ONLY YOUR DOCTOR OR OTHER HEALTH CARE PROVIDER CAN DETERMINE IF A PARTICULAR MEDICAL TREATMENT IS APPROPRIATE FOR YOU. ALWAYS SEEK THE ADVICE OF YOUR DOCTOR OR OTHER QUALIFIED HEALTH CARE PROVIDER BEFORE STARTING ANY NEW TREATMENT OR WITH ANY QUESTION THAT YOU MAY HAVE ABOUT A MEDICAL CONDITION.

PLEASE REMEMBER THAT IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY AND RELIABILITY OF ANY OPINION, ADVICE, INFORMATION OR STATEMENT AVAILABLE ON THE WEBSITE. A POSSIBILITY EXISTS THAT THE WEBSITE COULD INCLUDE INACCURACIES OR ERRORS. ADDITIONALLY, A POSSIBILITY EXISTS THAT UNAUTHORIZED ALTERATIONS COULD BE MADE TO THE WEBSITE BY THIRD PARTIES. ALTHOUGH WE ATTEMPT TO ENSURE THE INTEGRITY OF THE WEBSITE, THE RIVUS PARTIES MAKE NO GUARANTEES AS TO COMPLETENESS OR CORRECTNESS OF THE WEBSITE.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE RIVUS PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, ECONOMIC, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY, DIRECTLY OR INDIRECTLY, TO: (A) THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ALL MATERIALS, INFORMATION, LINKS, MESSAGES, PRODUCTS, WIDGETS, MOBILE FEATURES, THIRD PARTY INTERACTIONS, SERVICES, AND OTHER MATERIALS AND FUNCTIONALITY CONTAINED ON AND/OR OBTAINED THROUGH THE WEBSITE); (B) YOUR USE OF, OR INABILITY TO USE, OR THE PERFORMANCE OF THE WEBSITE; (C) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE RIVUS PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE WEBSITE; (D) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (E) ANY ERRORS OR OMISSIONS IN TECHNICAL OPERATION OF THE WEBSITE; OR (F) ANY DAMAGE TO ANY USER’S DEVICE, HARDWARE, DEVICE SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE RIVUS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR DESTRUCTION OF THE WEBSITE). WITHOUT LIMITING THE FOREGOING, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE RIVUS PARTIES WILL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE WEBSITE. IN NO EVENT WILL THE RIVUS PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE WEBSITE IS TO STOP USING THE WEBSITE, AND THE SOLE AND EXCLUSIVE MAXIMUM AGGREGATE LIABILITY TO THE RIVUS PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE WEBSITE.

RIVUS SHALL BE EXCUSED FROM PERFORMANCE UNDER THESE TERMS TO THE EXTENT RIVUS IS PREVENTED FROM OR DELAYED FROM PERFORMING, IN WHOLE OR IN PART, AS A RESULT OF AN EVENT OR SERIES OF EVENTS CAUSED BY OR RESULTING FROM: (1) WEATHER CONDITIONS OR OTHER ELEMENTS OF NATURE OR ACTS OF GOD; (2) ACTS OF WAR, TERRORISM, INSURRECTION, RIOTS, CIVIL DISORDERS, OR REBELLION; (3) QUARANTINES, EPIDEMICS, PANDEMICS OR EMBARGOES; (4) LABOR STRIKES; OR (5) OTHER CAUSES BEYOND THE REASONABLE CONTROL OF RIVUS.

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF RIVUS’ ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF THE WEBSITE OR ANY OF THE RIVUS PARTIES’ WEB SITES, PROPERTY, PRODUCTS, SERVICES, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE RIVUS PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF THE WEBSITE OR ANY OTHER OF THE RIVUS PARTIES’ WEB SITES, PROPERTY, PRODUCTS, SERVICES, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE RIVUS PARTIES.

BY ACCESSING THE WEBSITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

11. Indemnification

You will defend, indemnify and hold the Rivus Parties harmless from and against any and all claims, disputes, demands, damages, losses, investigations, liabilities, judgments, settlements, costs (including reasonable attorneys’ fees), or other expenses that directly or indirectly arise from or are otherwise directly or indirectly connected to: (a) your breach or violation or anticipatory breach or violation of these Terms; (b) your use of the Website or activities in connection with the Website; (c) your violation of any law, rule, regulation, code, statute, ordinance or order of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (d) information or material transmitted through your computer, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (e) any misrepresentation made by you; or (f) the Rivus Parties’ use of your information as permitted under these Terms, the Privacy Policy, or any other written agreement between you and any of the Rivus Parties. You will cooperate as fully required by the Rivus Parties in the defense of any claim. Rivus reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of Rivus. This Section will survive the termination of these Terms.

12. Injunctive Relief

Your breach of these Terms may result in immediate and irreparable harm to us, for which there may be no adequate remedy at law, and, therefore, you agree that we shall be entitled to equitable relief to compel you to cease and desist all unauthorized use, evaluation and/or disclosure of information obtained through the Website, which is in addition to any other remedies available at law or in equity.

13. Governing Law

THE VALIDITY AND INTERPRETATION OF THESE TERMS, THE RIGHTS AND OBLIGATIONS HEREUNDER, AND ALL CAUSES OF ACTION (WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATED TO THESE TERMS, THE TERMINATION OF THESE TERMS, OR THE USE OF THE WEBSITE, ARE BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS (AS DISTINGUISHED FROM THE CHOICE OF LAW RULES) OF THE COMMONWEALTH OF VIRGINIA AND THE UNITED STATES OF AMERICA APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY IN VIRGINIA.

14. DISPUTE RESOLUTION. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires U.S. users to arbitrate disputes with Rivus and limits the manner in which you can seek relief from us.

a. Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Rivus, will be resolved by binding arbitration, rather than in court, except that: (i) you may assert claims or seek relief in small claims court if your claims qualify; and (ii) you or Rivus may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of these Terms or any prior version of these Terms.

b. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent: Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19801. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’ most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’ rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’ filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Rivus will pay them for you. In addition, Rivus will reimburse all such JAMS’ filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

c. Authority of Arbitrator. The arbitrator shall have exclusive authority to: (a) determine the scope and enforceability of this Arbitration Agreement; and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Rivus. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

d. Waiver of Jury Trial. YOU AND RIVUS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Rivus are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14.a above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

e. Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the Commonwealth of Virginia. All other disputes, claims, or requests for relief shall be arbitrated.

f. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Rivus Pharmaceuticals, Inc., 706 Forest Street, Suite B, Charlottesville, VA 22903 or by email to info@rivuspharma.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

g. Severability. Except as provided in Section 14.e, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

h. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Rivus.

i. Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Rivus makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to Rivus at the following address: Rivus Pharmaceuticals, Inc., 706 Forest Street, Suite B, Charlottesville, VA 22903.

15. No Waiver; Severability; Interpretation

A waiver of any breach of any provision of the Terms shall not be deemed to be a waiver of any repetition of such breach or in any manner affect any other terms or conditions of the Terms. We do not waive any rights by the failure to enforce these Terms in every instance in which they might apply. In the event that any provision of the Terms is held to be unlawful, void, or for any reason unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that is the closest to the intention underlying the unenforceable provision. Any heading, caption or paragraph title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof. You agree that these Terms will not be construed against Rivus by virtue of having drafted these Terms.

16. Assignability

We may assign our rights and delegate our duties under the Terms either in whole or in part at any time without notice. You may not assign, sublicense or otherwise transfer your rights or obligations, in whole or in part, under the Terms to anyone else without our prior written consent.

17. Relationship

These Terms do not establish any relationship of partnership, joint venture, employment, franchise or agency between you and us.

18. Termination

Rivus reserves the right, without notice or liability and at its sole discretion, to suspend or terminate these Terms and/or your ability to access or use the Website (or any portion of the Website), and to block or prevent future access to and use of the Website for any reason, including, without limitation, your breach of these Terms or other conduct by you that Rivus considers inappropriate. Rivus reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website with or without notice. You agree that no Rivus Party shall be liable to you or to any third party for any modification, suspension or discontinuation of the Website. You acknowledge and agree that termination, suspension, or cancellation of these Terms or your access to the Website will not affect any right or relief to which Rivus may be entitled, at law or in equity, nor shall they affect any obligation you have to Rivus, including but not limited to the payment of fees.

Upon termination of these Terms, all rights granted to you will automatically terminate and immediately revert to Rivus and its licensors. Upon termination of your access to the Website, or upon demand by Rivus, you must destroy all content of the Website which you possess and all related documentation including immediately discontinuing the use of any links to the Website. Any provisions of these Terms, which, by their terms, ought to survive, shall survive any termination of these Terms.

You understand and agree that Rivus will determine your compliance with these Terms in its sole discretion. Any violation of these Terms may be referred to law enforcement authorities.

19. Entire Agreement

You acknowledge and agree that these Terms and any applicable Additional Terms constitute the complete and exclusive agreement between you and Rivus concerning your access to and use of the Website, and supersede and govern all prior proposals, agreements, or other communications, whether oral or in writing, with respect to the Website. Neither party has relied on any statement or representation not set forth in these Terms and any applicable Additional Terms. You represent, warrant, and covenant that your access to and use of the Website will comply with these Terms.

20. Updates and Changes to Terms of Use

We may add to, change, update or modify these Terms at any time, without prior notice, by posting such addition, change, update or modification on the Website. You agree that we may notify you of the updated Terms by posting them on the Website so that they are accessible via a link from the home page, and that your use of the Website after we have posted the updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the updated Terms. Therefore, you should review these Terms before using the Website. Any such change, update or modification will be effective immediately upon posting on the Website or such later date as may be specified in the updated Terms, and will apply to your use of the Website from that point forward.

21. Contacting Us

If you have any comments or questions regarding these Terms, or if you wish to report any violations of these Terms, you may contact us via info@rivuspharma.com.

22. 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 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

23. Electronic Communications

The communications between you and Rivus may take place via electronic means, whether you visit the Website or send Rivus e-mails, or whether Rivus posts notices on the Website or communicates with you via e-mail. For contractual purposes, you: (a) consent to receive communications from Rivus in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Rivus 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, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

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