Dendreon Corporation ("Dendreon" or “We”) provides materials on its Web sites for consumers and health care providers for general informational, educational, and disease and treatment awareness purposes. There are also materials on certain Dendreon Web sites to help health care providers facilitate care. Certain parts of its Web sites may also be used by individuals interested in seeking employment opportunities with Dendreon. These Terms & Conditions cover only the Web sites and mobile sites that are registered to Dendreon ("Web sites"), including www.dendreon.com, www.provenge.com, ProvengeHCP.com, DendreonOnCall.com, DendreonMedicalAffairs.com, and www.PROVENGEReimbursement.com.
Although accessible by others, the Web sites and their contents are primarily intended for access and use by US residents.
Please carefully read these Terms & Conditions before using the Web sites, they apply to your access and to the use of Dendreon's Web sites. By accessing or using any of Dendreon's Web sites including, without limitation, printing or downloading materials from the Web site, or otherwise using the Web site, you agree that you have read and agree to be bound by these Terms & Conditions including, but not limited to, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of Washington law. If you do not agree to be bound by these Terms & Conditions, please discontinue access and use of the Web site. We reserve the right to revise these Terms & Conditions at any time. Your continued use of this Web site after we post revised Terms & Conditions, which will be reflected by the "updated date" at the bottom, signifies your acceptance of the revised Terms & Conditions. Therefore, it is important to check the Terms & Conditions each time you visit any Dendreon Web site. Dendreon may, in its sole discretion, discontinue this Web site or any part thereof or terminate your access to the Web site or certain features at any time and without notice, including, without limitation, due to any violation by you of these Terms & Conditions. You agree that you do not have any rights in this Web site and that Dendreon will have no liability to you if this Web site is discontinued or your ability to access the Web site or any content you may have posted on the Web site is terminated.
The Web site contains information concerning Dendreon and its products and services, including PROVENGE®(sipuleucel-T) and others, and general information regarding health conditions that Dendreon's products treat that may be useful to our customers, patients, investors, employees, and stockholders, as well as potential employees and the general public. Dendreon makes no representations or warranties and assumes no responsibility or liability as to the accuracy, completeness, reliability, or usefulness of any information contained on the Web site. Further, Dendreon expressly disclaims any obligation to update or correct information contained on the Web site and explicitly disclaims any duty to do so. Dendreon assumes no liability or responsibility for any errors or omissions in the content of the Web site. Dendreon reserves the right to make additions, deletions, or modifications to the information or materials on the Web site at any time and in any way without notice.
The Web Site Does Not Provide Medical Advice or Instructions on Product Use
The information presented on this Web site is not intended to provide medical advice or to provide instructions on the use of our products, and should not be relied upon as the basis of any health care decision. This information is not intended to replace informed medical advice from your qualified health care provider regarding any questions or concerns you may have about your health or about the potential beneficial uses and possible adverse effects of any health care product.
The statements in this Web site that are not descriptions of historical facts may be forward-looking statements. Those statements involve substantial risk and uncertainties. These risks and uncertainties may cause actual results to differ materially from the results discussed in any forward-looking statements, particularly those risks and uncertainties inherent in the process of discovering, developing and commercializing drugs that are safe and effective for use as human therapeutics. Factors that may cause such a difference include material developments affecting our business and prospects, such as the failure to successfully commercialize any approved product; lack of achievement of expected revenue goals; risks and uncertainties surrounding the presentation of data to the FDA and approval of biologics product applications by the FDA; risks related to our clinical trials; the risk that the results obtained in one clinical trial will not be obtained in a subsequent clinical trial; the risk that the safety or efficacy results of a clinical trial will not support an application for a biologics license; the risk that the FDA will not approve a product for which a biologics license has been applied; the risk that preclinical development efforts will not generate results that warrant further development of a product candidate; progress on the expansion of our commercial facilities, including the expansion of our manufacturing capacity and other necessary infrastructure; success in the hiring of additional personnel to support business growth and expansion; our dependence on the efforts of third parties for certain key components and services; our reliance on intellectual property protection; and the risk we may need to raise additional capital to fund business growth or operations. Further information on the factors and risks that could affect Dendreon's business, financial condition, and results of operations are contained in Dendreon's public disclosure filings with the US Securities and Exchange Commission, which are available at www.sec.gov.
Limited Right of Use/Ownership of Contents
Content on this Web site that is provided by Dendreon or its licensors, including certain graphics, photographs, images, screen shots, text, digitally downloadable files, trademarks, logos, product and program names, slogans, and the compilation of the foregoing ("Dendreon Content") is the property of Dendreon and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. You agree not to copy, modify, adapt, upload, download, post, transmit, republish translate, exhibit, display, use, perform, distribute, participate in the transfer or sale of, create derivative works from, reverse engineer, decompile or dissemble, or in any way exploit any of the Dendreon Content, including without limitation the HTML or other software instructional code, contained in, or forming part of, our Web site, in whole or in part, without our prior written permission except for your own personal, non-commercial purposes or where otherwise indicated on the Web site where found as permissible. You also agree not to use Dendreon Content in connection with products or services that are not those of Dendreon, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Dendreon and/or its licensors, that dilutes the strength of Dendreon's or its licensor's property, or that otherwise infringes Dendreon’s or its licensors’ intellectual property rights. We may offer the download and use of RSS feeds, digital audio, video content, and/or podcasts from our Web sites. The download and use of RSS feeds from this Web site is subject to our RSS Feed License terms. The download and use of digital audio and/or video content and/or podcasts from this Web site is subject to our Podcast License terms. Nothing contained in this Web site, except for any RSS Feed License or Podcast License shall be construed as granting a license or other rights under any patent, trademark, copyright, or other intellectual property of Dendreon or any third party. Please be advised that Dendreon actively enforces its intellectual property rights to the fullest extent allowed by applicable laws.
The prohibitions discussed in the paragraph above, include, but are not limited to, a prohibition on scraping or using any "robot," "bot," "spider," "data mining," "computer code," or any other automated device, program, tool, algorithm, process or methodology, or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the Web site or any data or content found on or accessed through the Web site, without our prior permission. In addition, linking to any page other than one of the Dendreon Web sites' home pages (also known as deep linking) is prohibited except when done in conformity with the RSS Feed License or Podcast License.
Dendreon®, the Dendreon logo, Dendreon Targeting Cancer, Transforming Lives™, PROVENGE®, Neuvenge™, and the Antigen Delivery Cassette™ are our trademarks. All other registered trademarks and trademarks are property of their respective owners.
Non-Endorsement, Discretion to Post, and Limited Rights Regarding User-Posted Content
Information and postings on forums, comment areas, blogs, or other interactive features may be provided by persons acting on our behalf, as well as unrelated third parties. Many Web site users may use anonymous screen names and are people not otherwise connected with us. Dendreon is not responsible for the content of any communication submitted or posted by Web site users to any features publicly viewable on the Web site, such as blogs, message boards, or other interactive content, nor do we guarantee the truthfulness, accuracy, or validity of any posted communication. Any action you take or do not take based upon information posted to the Web site's interactive features, including, but not limited, to medical, investment, trading, employment, or other decisions, is done at your own risk.
The following requirements apply to your use the Web site: (a) you will not use any electronic communication feature of the Web site for any purpose that is unlawful, tortious, abusive, intrusive on another's privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect or store personal data about other users; (d) you will not use the Web site for any commercial purpose not expressly approved by Dendreon in writing; (e) you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication; (f) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.
From time to time on certain areas of our Web site you may be able to submit written posts and certain other materials ("User Content"). By using these features, you agree that you will not post any content that is unlawful, harmful, tortious, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent or otherwise objectionable or inappropriate as determined by Dendreon; that you will not post any content that contains personal information about any individual, violates the privacy/publicity of any other individual or entity, or anything that you are under a contractual obligation to keep private or confidential; that you will not impersonate any person or organization, including without limitation, the personnel of Dendreon, or misrepresent an affiliation with another person or organization; and you will not post any content that contains viruses, corrupted files, or any other similar software or programs that may adversely affect the operation of the Site, or feature of the Site. You further understand and agree that you have no ownership rights in materials you submit to us, to any account you may have with us, or other access to the Web site or features therein. Dendreon may cancel your account and delete all User Content associated with your account at any time, and without notice, if Dendreon deems that you have violated these Terms, the law, or for any other reason. Dendreon assumes no liability for any information removed from our Web site, and reserves the right to permanently restrict access to the Site or a user account.
By submitting communications or content to any interactive part of this Web site, you agree that such submission is non-confidential for all purposes and that any inclusion of personally identifiable information, such as name, photograph, or other information in such posts may allow others to identify you. If you are a health care professional, you agree that you will not submit any information that would directly identify a patient or any information for which you do not have all necessary consents or authorization to disclose. We reserve the right (but assume no obligation) to monitor any submissions or postings and delete, move, or edit any content that we consider inappropriate or unacceptable for any reason. Where we do moderate interactive features such as blogs, we may review comments and postings for relevance, topicality, and appropriateness and we may withhold or remove postings for any reason, within our sole discretion. We are unlikely to post comments relating to ongoing legal matters or regulatory issues. The posting of submissions that are selected for publication will be delayed during our review process. We may forward some comments to Dendreon employees for follow-up.
Third-party Sites and Linking
By accessing and/or using the Web site, you agree to indemnify, defend, and hold Dendreon, its parents, subsidiaries and affiliates, and their respective officers, directors, employees, members, agents, representatives, business partners, information providers, licensors and licensees and their respective heirs and assigns (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs, claims, damages, and expenses, including, without limitation, reasonable attorney’s fees and expenses, incurred by the Indemnified Parties in connection with any claim arising out of, or breach by you of, these Terms & Conditions, any related license terms (eg, any RSS Feed License terms or Podcast License terms), any violations thereof by your dependents or which arises from the use of User Content you submitted, posted, or otherwise provided to Dendreon, or this Web site, or from any other unauthorized use by you of this Web site. You agree to cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not enter into any settlement agreement that affects the rights of any of the Indemnified Parties or requires the taking of any action by any of them, without our prior written approval.
Disclaimer of Warranties and Liability
Dendreon makes no representations about the reliability of the features of this Web site, the Content, User Content, or any other Web site feature, and disclaims all liability in the event of any service failure. You acknowledge that any reliance on such material or systems will be at your own risk. Dendreon makes no representations regarding the amount of time that any Content or User Content will be preserved.
THE CONTENT ON DENDREON'S WEB SITES ARE PROVIDED "AS IS" "WITH ALL FAULTS" AND "AS AVAILABLE" AND DENDREON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, CREATED BY LAW, CONTRACT OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT WITH RESPECT TO THIS SITE OR ANY INFORMATION OR SOFTWARE THEREIN. DENDREON MAKES NO REPRESENTATION OR WARRANTY THAT ACCESS TO THE WEB SITE WILL BE AVAILABLE ON A CONTINUOUS BASIS, WILL BE UNINTERRUPTED, OR THAT THE INFORMATION CONTAINED ON THE WEB SITE WILL BE TIMELY, COMPLETE, OR ERROR FREE.
EACH PERSON ASSUMES FULL RESPONSIBILITY AND ALL RISKS ARISING FROM ACCESS AND USE OF ANY DENDREON WEB SITES. IN NO EVENT, INCLUDING NEGLIGENCE, SHALL DENDREON OR ANY OF OUR SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, REPRESENTATIVES, BUSINESS PARTNERS, INFORMATION PROVIDERS AND LICENSORS AND THEIR RESPECTIVE HEIRS AND ASSIGNS BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE (EVEN IF DENDREON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL (INCLUDING LOSS OF PROFIT), PUNITIVE, OR OTHER DAMAGES ARISING FROM OR IN CONNECTION WITH THE EXISTENCE, ACCESS, OR USE OF ANY DENDREON WEB SITE OR THE INABILITY TO USE OR LOSS OF DATA CONTAINED WITHIN THE WEB SITES, REGARDLESS OF WHETHER DENDREON OR ANY OF THE OTHER ENTITIES OR PERSONS LISTED ABOVE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. NOR SHALL DENDREON BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND DENDREON’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS SITE'S RECORDS, PROGRAMS, OR SERVICES. IN STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, DENDREON'S LIABILITY, AND THAT OF ITS SUBSIDIARIES OR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, BUSINESS PARTNERS, INFORMATION PROVIDERS AND LICENSORS AND THEIR RESPECTIVE HEIRS AND ASSIGNS IS LIMITED TO THE FULLEST EXTENT ALLOWED BY SUCH STATES' LAWS.
Dendreon does not endorse, verify, evaluate or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any User Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Dendreon without the prior review and written approval of Dendreon.
We do not warrant that the functions or informational materials contained in or accessed through our Web sites are free of computer viruses or other harmful components. Although we make a good faith effort to update the content of our Web site periodically, we do not have a duty to update information contained in our Web sites, and we will not be liable for any failure to update such information.
Dendreon assumes no responsibility or liability arising from content of the Web sites nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information within the Web sites or accessed through the Web sites.
Dendreon Web Sites Copyright Infringement Policy for Interactive Features
Dendreon respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, e-mail, transmit, or otherwise make available any material that infringes any copyright, patent, trademark, trade secret, or other proprietary rights of any person or entity. Dendreon has the right to terminate the access of infringers to interactive features.
If you believe your work has been copied and posted on or through the Web site in a way that constitutes copyright infringement, please contact us: firstname.lastname@example.org.
Any controversy or claim arising out of or relating to these Terms shall be settled by binding arbitration in a location determined by the arbitrator as set forth herein (provided that such location is reasonably convenient for claimant), or at such other location as may be mutually agreed upon by the parties, in accordance with the procedural rules for commercial disputes set forth in the Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”) then prevailing, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. The arbitrator shall apply Washington law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. In the event that the claimant is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Dendreon will pay as much of the claimant’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor Dendreon shall be entitled to arbitrate their dispute. Upon filing a demand for arbitration, all parties to such arbitration shall have the right of discovery, which discovery shall be completed within sixty days after the demand for arbitration is made, unless further extended by mutual agreement of the parties. THE ARBITRATION OF DISPUTES PURSUANT TO THESE TERMS SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. YOU AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SITES AND/OR THESE TERMS, WILL BE RESOLVED INDIVIDUALLY THROUGH BINDING ARBITRATION AS SET FORTH ABOVE, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (2) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; (3) UNDER NO CIRCUMSTANCES WILL YOU BE PERMITTED TO OBTAIN ANY AWARD FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT OF POCKET EXPENSES, AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (4) YOUR REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND YOU IRREVOCABLY WAIVE ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU.
These Terms & Conditions are governed by and shall be construed in accordance with the laws of the State of Washington without regard to its conflict of law provisions. By accessing or using this Web site, you agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within the State of Washington for resolution of any disputes arising out of or relating to these Terms & Conditions or your use of the Web site. You agree that, except as expressly provided in these Terms & Conditions (and other than Dendreon and its affiliates), there shall be no third-party beneficiaries of these Terms & Conditions. These terms operate to the fullest extent permitted by law.
The failure by us to exercise or enforce any right or provision of these Terms & Conditions shall not constitute a waiver of such right or provision, and no waiver shall be enforceable unless in writing and signed by the party against whom enforcement is sought.
If any portion of these Terms & Conditions is held to be unenforceable, the unenforceable portion will be construed in accordance with the relevant law to as nearly as possible reflect the original intentions of the parties and the remainder of the agreement will be enforced as written.
Thank you for visiting our Web sites. If you have questions or comments regarding any of our Web sites, they should be directed to: email@example.com.
Updated February 2013