Terms of Use


Updated October 10, 2014

These terms of use (these “Terms of Use”) define the relationship between NephroGenex, Inc. (“NephroGenex” or “we” or “us”) and you, the person accessing the NephroGenex website located at NephroGenexinc.com (the “Site”). You may use the Site only if you can form a binding contract with us and are not a person barred from accessing the Site under the laws of the United States or other applicable jurisdiction. If you are accepting these Terms of Use on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. If you cannot confirm the foregoing, then you must not accept these Terms of Use and may not use the Site. You may use the Site only in compliance with these Terms of Use and all applicable laws and regulations.

We may amend these Terms of Use at any time by posting the revised Terms of Use on the Site. You can see when these Terms of Use were last revised by referring to the “Updated” legend above. Your continued use of the Site after we have posted revised Terms of Use signifies your acceptance of the revised Terms of Use. No amendment or modification of these Terms of Use will be binding unless in writing and signed by our authorized representative or posted to the Site by us.

The Site
By using the Site, you can obtain information regarding NephroGenex, its products and studies, and other information related to kidney disease. The Site also permits you to register to receive information about NephroGenex’s activities and financial performance. We are always working on new ways to improve our Site and we reserve the right to change or terminate access to our Site without notice to you. By accepting these Terms of Use you agree that we shall not be liable to you or any third party in the event that we exercise our right to change or discontinue the Site.

CONTENT ON THIS SITE IS FOR REFERENCE PURPOSES AND IS NOT INTENDED TO SUBSTITUTE FOR ADVICE GIVEN BY A PHYSICIAN, PHARMACIST, OR OTHER LICENSED HEALTH-CARE PROFESSIONAL. HEALTH STATISTICS AND SIMILAR INFORMATION ON THE SITE ARE DERIVED FROM INDEPENDENT SOURCES. NEPHROGENEX AND ITS AFFILIATES DO NOT ASSUME ANY LIABILITY FOR INACCURACIES, MISSTATEMENTS, OR OMMISSIONS.

Agreement with Respect to Terms of Use
You agree that you have read these Terms of Use, and accept, understand and will be bound by these terms and conditions. Additional terms may govern your use of certain Web pages within the Site. In the event that any provision, term or guideline contained on a particular Web page in the Site conflicts with these Terms of Use, the terms of that Web page will control over these Terms of Use. You further agree that these Terms of Use, together with the Privacy Policy (as defined below) and terms governing any individual Web page, represent the complete and exclusive statement of the agreement between us and supersede any proposal or prior agreement oral or written, and any other communications between us relating to your access or use of the Site.

Registration
Certain features or services offered on or through the Site, such as signing up to receive investor information, may require you to open an account and set up a profile, providing your name and email address. The Site also allows you to provide additional identifying information such as your profession, company name, address, phone and fax numbers and the Web addresses for your Web site or other social media pages (all of the foregoing is collectively your “Account Information”). We reserve the right to restrict certain areas of information on the Site to registered users. It is your responsibility to maintain and update your Account Information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect such, we reserve the right to terminate your account and refuse any future use of the Site by you. We are committed to your privacy, and our privacy policy (the “Privacy Policy”), the terms of which are incorporated herein, explains the policies put in place and used by us to protect your Account Information and your privacy as you visit and use the Site. You are solely responsible for maintaining the confidentiality of your account password. You agree to notify us immediately of any unauthorized use of your password or account. We will not be responsible for any losses arising out of the unauthorized use of your account and you agree to indemnify and hold harmless NephroGenex and its managing members, officers, equity holders, employees, partners, parents, subsidiaries, agents, affiliates and licensors (collectively, “Affiliates”), as applicable, for any improper, unauthorized or illegal uses of your account and as otherwise set forth in these Terms of Use.

Use and Restrictions
• Content
All text, videos, articles, graphics, interfaces, photographs, trademarks, logos, sounds, artwork and computer code, including the design, structure, “look and feel” and arrangement of the content available on the Site (collectively, “Content”) is owned, controlled or licensed by or to us, and is protected by trade dress, copyright, patent and trademark laws, and other intellectual property rights and unfair competition laws. The Content and the Site are owned by NephroGenex and its Affiliates, and/or their licensors and suppliers (collectively, “Licensors and Suppliers”). Except as expressly permitted in these Terms of Use, no part of the Site or the Content may be copied, reproduced, republished, posted, publicly displayed, translated, or distributed in any way. Subject to the limited rights to use the Site pursuant to these Terms of Use, we retain all right, title and interest in and to the Site and Content, including all related intellectual property contained therein.
Any use or reliance on any Content posted to the Site or obtained by you through the Site, including forward-looking statements and health statistics (as described in greater detail above) is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content posted via to the Site or endorse any opinions expressed on the Site.
• Links to Other Sites
The Site contains links to certain third-party web sites (in all cases “Linked Sites”). These Linked Sites are provided solely as a convenience to you and based on information Site visitors are likely to find interesting or helpful. Linked Sites are not under our control, and we are not responsible for and do not endorse the content of such Linked Sites, including any products, information or materials contained on the Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites. You should review applicable terms and policies, including privacy policies, of third party web sites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
• Permitted Uses
Subject to the provisions in these Terms of Use, you may use the Site for non-commercial purposes as described herein. Subject to these Terms of Use, we hereby grant you a personal, nontransferable, nonexclusive, non-sublicensable license to use the user interface of the Site and its Content in accordance with these Terms of Use, and for no other purpose. All rights, title and interest in and to the Content on the Site shall belong to us or our Licensors and Suppliers, including all modifications and enhancements. The Content made available from, on or through the Site may not be copied, modified, republished, assigned, sold or distributed to you, nor may derivative works be prepared from it. The license granted to you in these Terms of Use is solely for your personal use (but not for resale or redistribution) as a user of the Site and may not be used for any other purposes. You have no right or claim of right to the Content or any unique ideas found on the Site. No ownership rights are granted to you hereunder and no title is transferred hereby.
• Prohibited Uses
You may not use the Site for illegal or unlawful or malicious activities, or for activities that we deem improper for any reason whatsoever in our sole judgment. We reserve the right to take preventative or corrective actions to protect ourselves and other Site visitors. Your use of the Site is conditioned in part on your compliance with the rules of conduct, and your failure to comply may result in termination of your access to and use of the Site and liability for damages caused by your noncompliance. In addition to the foregoing, while using the Site you may not:

(a) impersonate any person or entity, or misrepresent your affiliation with any person or entity, or use or provide any fraudulent, misleading or inaccurate information;

(b) access or use (or attempt to access or use) another user’s account without permission, or solicit another user’s login information;

(c) transmit any software or materials that contain any viruses, worms, trojan horses, defects, or other items of a destructive nature;

(d) modify, adapt, sublicense, translate, sell, reverse engineer, decompile, disassemble or “frame” or “mirror” any portion of the Site;

(e) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way compromise the Site or harvest or collect information about or from other users;

(f) probe, scan or test the vulnerability of the Site, nor breach the security or authentication measures on the Site or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site, such as a denial of service attack;

(g) access or use any portion of the Content if you are a direct or indirect competitor of NephroGenex, or provide, disclose or transmit any portion of the Content to any direct or indirect competitor of NephroGenex; or

(h) facilitate or encourage any violations of this Section.
Warranties, Disclaimers and Limitations of Liability

Your Warranties
You represent and warrant to us that (a) all information, including your Account Information, that you provide to us is accurate and truthful, (b) you have the authority to share Account Information with us and to grant us the right to use Account Information as described in these Terms of Use and Privacy Policy and (c) your acceptance and use of the Site pursuant to these Terms of Use does not violate any applicable law or other contract or obligation to which you are a party or are otherwise bound.

Disclaimer of Warranties
ALTHOUGH NEPHROGENEX MAKES EFFORTS TO PROVIDE AN ACCURATE SITE, THE SITE AND ALL PARTS THEREOF ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” NEPHROGENEX AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AFFILIATES AND THIRD PARTY SUPPLIERS (COLLECTIVELY, THE “NEPHROGENEX PARTIES”) DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SITE AND CONTENT, (3) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, (4) THE SITE AND CONTENT CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY NEPHROGENEX PARTY AND (5) THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. ANY RELIANCE UPON THE SITE OR CONTENT IS AT YOUR OWN RISK AND NEPHROGENEX MAKES NO WARRANTIES.

Your reliance upon the information available on the Site, including any forward-looking statements as described above, is SOLELY AT YOUR OWN RISK. Your interactions with other third parties such as advertisers are solely between you and the other person or entity, and you agree that we will not be responsible for any loss or damage incurred as the result of any such dealings or with respect to any such person’s or entity’s use or disclosure of your personally identifiable information. If there is a dispute between you and any third party, we are under no obligation to become involved, and you agree that you will manage any such dispute or disagreement directly.

The Site may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. We are not responsible for any delays, delivery failures or other damages resulting from such problems. We do not guarantee the Site will be operable at all times.
THESE DISCLAIMERS ARE INDEPENDENT OF ANY OTHER TERM IN THESE TERMS OF USE.

Limitation of Remedies
IN NO EVENT SHALL NEPHROGENEX BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO ACCESS OR USE THE SITE, OR FOR ANY CONTENT, SOFTWARE, PRODUCTS AND SERVICES MADE AVAILABLE OR OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OR ACCESS OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF NEPHROGENEX HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ANY CONTENT MADE AVAILABLE OR OBTAINED THROUGH THE USE OF THE SITE, AND ALL OTHER USE OF THE SITE, IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS THEREFROM.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Indemnification
• Content
You will indemnify and hold the NephroGenex Parties harmless with respect to any suits or claims arising out of (i) your breach of these Terms of Use; (ii) your fraudulent or malicious use of the Site or your misuse or abuse of the Site or (iii) your violation of applicable laws, rules or regulations in connection with your use of the Site. YOU AGREE TO INDEMNIFY AND HOLD THE NEPHROGENEX PARTIES HARMLESS FROM ANY AND ALL CLAIMS AND DEMANDS, INCLUDING, BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF ANY INFORMATION PROVIDED BY YOU TO NEPHROGENEX AND/OR ITS AFFILIATES AND ANY BREACH BY YOU OR YOUR AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES OF THESE TERMS OF USE.

We may assign our rights and privileges under these Terms of Use (including your user registration), without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, or to an affiliate, or in connection with a change in control. Subject to the foregoing, these Terms of Use shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Term and Termination
The term of these Terms of Use will continue for as long as we allow you access to and use of the Site. Sections titled “Content,” “Warranties, Disclaimers and Limitations of Liability,” “Applicable Law and Jurisdiction,” and “Indemnification,” and this Section shall survive any termination or expiration of these Terms of Use.

Questions? Contact us at (609) 986-1780.