Terms of Use

Welcome to Optimer Pharmaceuticals^®, Inc. (“Optimer^®”) Terms of Use (“Terms”). These Terms apply to all websites offered by Optimer websites, (collectively the “Sites” and each a “Site”) unless a particular Site includes an express statement saying otherwise. These Sites are dedicated solely to providing general educational information about our products and services and are not intended to provide medical advice of any kind. These Terms govern your use of the Site(s). Except as provided in our Privacy Policy, we do not share your information with third parties. Through your access to and use of the Site(s), you accept, without limitation or qualification, these Terms. If you do not agree or are not willing to comply with all of these terms and conditions, please do not access, browse, submit information to, or otherwise use the Site(s).

Intellectual Property Ownership.

As between you and Optimer, Optimer owns all text, content and documents on the Sites, the visual interfaces, graphics, designs, copyrights, trade dress, compilation, information, computer code (including source code and object code), products, software, services, and all other elements of, or other intellectual property appearing in and used to operate, the Sites, and the organization, look and feel, and other elements of the Site(s) (collectively the “Content”), and the Optimer Pharmaceuticals name, logo, and tradenames (the “Optimer Marks”) are owned by Optimer and are protected by United States and international copyright, trademark or other intellectual property laws and treaties. In addition, U.S. and international copyright, trademark, and other intellectual property and proprietary rights laws apply to and protect all movies, videos, and other audio-visual materials (“Videos”) that may be provided on the Site(s). Finally, the name, appearance, image and likeness (“Image Rights”) of all persons appearing in any Videos (“Owners”) are subject to all applicable U.S. and international privacy and rights of publicity laws.

Limited Use; Restricted Use.

You may freely browse this website and download material solely for your own personal, non-commercial, educational use. No other use of the Site(s) or Content is authorized. You agree that any copy of the Content (or any portion of the Content) that you make must retain all copyright and other proprietary notices contained herein or therein. Framing of the Site(s) or Site Content or posting of Content on other websites is strictly prohibited. The use or misuse of any Content, except as provided in the Terms or in the Content, is strictly prohibited. Except as provided above, you shall not, without Optimer’s express written consent: (a) distribute text or graphics to others, (b) other than as permitted by Optimer on each Site, copy and retransmit, disseminate, broadcast, circulate, or otherwise distribute the Content on any other server, or modify or re-use all or part of the Content on this system or any other system, (c) use any trade name, trademark, or brand name of Optimer in metatags, keywords and/or hidden text, (d) other than as permitted by Optimer on each Site, copy, distribute, modify, transmit, perform, reuse, re-post, or otherwise display the Content, in whole or in part, for public or commercial purposes or modify, translate, alter or create any derivative works thereof, (e) create derivative works from the Content or commercially exploit the Content, in whole or in part, in any way, (f) use the Site(s), the Content, and/or any portion thereof, in any manner that may give a false or misleading impression, attribution or statement as to Optimer, or any third party referenced therein, (g) use the Content, and/or any services and products on the Site(s) or accessible via the Site(s) for unlawful purposes only; (h) alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or any other notice included in the Content; (i) use the Site(s) to engage in transmitting, uploading, or downloading, any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs, or other items of a destructive nature.

Framing; Linked Sites.

In the event that you frame, in-line link, or use any other method to associate the Site(s) with a third party website (each a “Linked Site”), then you agree to abide by the following conditions: (1) you shall not do so in any manner that would imply or suggest any endorsement by or approval of any non-Optimer service or product by Optimer; (2) you agree that Optimer shall not be responsible for the content of any Linked Site or for the terms of use or privacy practices of any Linked Site and you shall defend, indemnify, release, and hold harmless Optimer from and against any and all claims related to or arising in connection with such Linked Site; (3) under no circumstances are you authorized to make any claim regarding Optimer or any of its products on any social media site regardless of linking; and (4) you shall ensure that no Linked Site contains any content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, racially offensive, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability for Optimer or violate any local, state, national or international law, including, without limitation, material that depicts child-pornography, acts of violence, drug use or would violate the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ. Optimer reserves the right to prohibit any association with any Linked Site at any time for any reason or FOR no reason.

This Site(s) may provide links allowing you to leave the Site(s) for other websites that are not under our control. We provide the Linked Sites for your convenience in locating related information and services, and we do not endorse any Linked Sites. We are not responsible for any transmission or information found on any Linked Site or any link contained in a Linked Site or for ensuring that Linked Sites contain no errors or viruses. We are not responsible for any information or opinion expressed on a Linked Site. Optimer is not responsible for the terms of use or privacy practices of the Linked Site or any link contained in the Linked Site. Your decision to link to any Linked Site or any other off-site page or other site is entirely at your own risk. Accordingly, Optimer expressly disclaims any responsibility for the privacy policies, information, collection practices, content, accuracy of information, and/or quality of products and/or services provided by or advertised on such third-party websites. We encourage you to read and you are responsible for complying with all terms and conditions governing the use of Linked Sites.

Consent to Electronic Communications.

By creating a Profile and using the Site(s), you agree to receive certain communications from us via email communication that we deem relevant to your practice area or specialty. You may opt-out of receiving any communications via email by clicking on the unsubscribe link on the bottom of the email.

Submitted Ideas.

While Optimer appreciates your interest in Optimer and the Site(s), Optimer does not want and cannot accept any ideas or information you consider confidential and/or proprietary. Except with respect to your personally identifiable information (as expressly provided for in the Privacy Policy), all comments, suggestions, ideas, notes, drawings, concepts, or other information disclosed or offered to us by you through the Site(s) or in response to solicitations on the Site(s) shall be deemed to be non-confidential and non-proprietary and shall be the exclusive property of Optimer. Further, you understand and acknowledge that Optimer employs both internal and external resources which may have developed or may in the future develop ideas identical to or similar to your suggestions or comments to suggestions and that Optimer is only willing to consider the suggestion on these terms. In any event, you acknowledge and agree that Optimer assumes no obligation of confidentiality or nondisclosure, express or implied by considering your suggestion or idea. Without limitation, Optimer shall exclusively own, and you hereby irrevocably transfer and assign to Optimer, all now known or hereafter existing rights in and to the suggestion, and Optimer shall be entitled to unrestricted use of the suggestion for any purpose whatsoever, commercial or otherwise without any form of compensation.

No Archive.

These Sites do not and shall not function as an archive. Optimer shall have no liability to you or any other person for loss, damage, or destruction to your information. You shall be solely responsible for maintaining independent archival and backup copies of your information.

United States Only.

Optimer’s Sites are hosted in the United States and are intended solely for visitors located within the United States and Canada. If you nonetheless choose to use Optimer’s Site(s) from the European Union or other regions of the world with laws governing data collection and use that may differ from U.S. law, then please note that you are transferring your personally identifiable information outside of those regions to the United States and by providing your personally identifiable information on Optimer’s Site(s) you consent to (a) such transfer, and (b) the application of the laws of the United States and/or the State of New York with respect to any dispute arising from or related to the Privacy Policy and/or your use of Optimer’s Site(s), other than such rules, regulations, case law, and/or international treaties that would result in the application of the laws of a jurisdiction other than the United States or the State of New York, and (c) the exclusive jurisdiction of the courts of the United States and the State of New York..

Not Intended As Medical Advice.

The information on the Site(s) is not intended or implied to be a substitute for professional medical advice, diagnosis or treatment. All content, including text, graphics, images and information, contained on or available through the Site(s) is for general information purposes only. Optimer makes no representation and assumes no responsibility for the accuracy of information contained on or available through the Site(s), and such information is subject to change without notice. You are encouraged to confirm any information obtained from or through the Site(s) with other sources, and review all information regarding any medical condition, medication or treatment with a professional physician. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF SOMETHING THAT YOU MAY HAVE READ ON OR ACCESSED THROUGH THIS WEB SITE. Optimer does not recommend, endorse or make any representation about the efficacy, appropriateness or suitability of any specific tests, products, procedures, treatments, services, opinions, health care providers or other information that may be contained on or available through the Site(s). OPTIMER IS NEITHER RESPONSIBLE NOR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER INFORMATION, SERVICES OR PRODUCTS THAT YOU OBTAIN THROUGH THE SITE(S).

Disclaimers.

YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SITE(S) IS AT YOUR SOLE RISK AND THAT THE SITE(S) AND ANY CONTENT OR INFORMATION PROVIDED BY THE SITE(S) IS provided on an "as is" and "as available" basis, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. Optimer does not make any representations about the accuracy, completeness, timeliness, legality in your jurisdiction, reliability, currency, quality or suitability of the site(s) or any information or material contained therein. OPTIMER HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS AND GUARANTEES WITH RESPECT TO THE SITES, express or implied, including, but not limited to, any implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title. SHOULD APPLICABLE LAW NOT PERMIT THE FOREGOING EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, THEN OPTIMER HEREBY GRANTS THE MINIMUM EXPRESS OR IMPLIED WARRANTY REQUIRED BY SUCH APPLICABLE LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OPTIMER, ITS EMPLOYEES, AGENTS, SUPPLIER OR ANY OTHER PERSONS SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS SECTION. ADDITIONALLY, OPTIMER DOES NOT MAKE ANY WARRANTIES THAT THE SITES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE OR THAT YOU USE OF THE SITE(S) WILL MEET YOUR EXPECTATIONS, OR THAT THE SITES, MATERIALS, OR ANY PORTION THEREOF, IS CORRECT, ACCURATE OR RELIABLE. COMPANY RESERVES THE RIGHT TO CHANGE ANY PART OF THE SITE(S) AT ANYTIME WITHOUT NOTICE.

Limitations of Liability.

Your use of the Site(s) is at your own risk. Neither OPTIMER, its affiliates, nor any of their respective officers, directors, agents or other representatives will be liable for any damages, direct, indirect, incidental, consequential, special, or punitive, including, without limitation, loss of data, income, profit or goodwill, loss of or damage to property and claims of third parties arising out of your access to or use of the Site or arising out of any action taken in response to or as a result of any Materials or other information available on the Site(s), however caused, whether based on breach of contract, tort (including negligence), proprietary rights infringement, product liability or otherwise. The foregoing shall apply even if OPTIMER was advised of the possibility of such damages. If you become dissatisfied in any way with the Site(s) or its Terms of Use or Privacy Policy, your sole and exclusive remedy is to stop your use of the Site(s) and its services. You hereby waive any and all claims against OPTIMER and its affiliates, agents, representatives and licensors arising out of your use of the Site(S). Because some states do not allow the disclaimer of implied warranties or the exclusion or limitation of certain types of damages, these provisions may not apply to you. If any portion of this limitation on liability is found to be invalid or unenforceable for any reason, then the aggregate liability of OPTIMER and its affiliates shall not exceed one hundred dollars ($100). The limitation of liability herein is a fundamental element of the basis of the bargain and reflects a fair allocation of risk. The SiteS would not be provided without such limitations and you agree that the limitations and exclusions of liability, disclaimers and exclusive remedies specified herein will survive even if found to have failed in their essential purpose.

Forward-Looking Statements.

Nothing on the Site(s) constitutes an invitation or offer to invest or deal in the securities of Optimer. Certain sections of the Site(s) contain “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements include statements about Optimer's strategy, technologies, preclinical and clinical programs, and ability to develop compounds, and reflect management’s best judgment based on factors currently known, but involve risks and uncertainties that may cause actual events and results to differ materially from expected events and results. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the timing, success and cost of Optimer's research, out-licensing endeavors and clinical studies, Optimer's ability to obtain additional financing, and the timing and receipt of payments and fees. Additional factors that could cause actual results to differ materially from those stated or implied by Optimer's forward-looking statements are disclosed in Optimer's filings with the Securities and Exchange Commission. These forward-looking statements represent Optimer's judgment as of the date the applicable section was last updated. In view of these considerations, investors should not place undue reliance on the predictive value of the forward looking statements made in this press release.

Notice.

From time to time, we may revise the Terms of Use. To help you stay current of any changes, Optimer notes the date the Terms of Use was last updated below. Your use of the website following the posting of any revised Terms of Use shall be deemed acceptance of the revised policy. We strongly recommend checking Terms of Use periodically. If, and only if, we make revisions to the Terms of Use that result in a material lessening of the restrictions on Optimer’s use or disclosure of your personal information, Optimer will make a commercially reasonable attempt to obtain your consent before implementing such revisions with respect to such personal information. If you disagree with the provisions of the Terms of Use at any time, your sole remedy is to terminate your use of the Site and inform us of such termination as described in the Terms of Use. Continued use of the Site constitutes your agreement to the Terms of Use as in effect.

Termination.

We may cancel, suspend or block your use of the Site(s) without notice if there has been a violation of these Terms or our Privacy Policy. Your right to use the Site(s) will end once your Profile is terminated. You may terminate your Profile at any time. We are not responsible or liable for any Education Information, Content, records or information that is made unavailable to you as the result of your termination of your Member Account. YOU AGREE THAT OPTIMER WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE, CONTENT OR MATERIALS. Any limitations on liability that favor Optimer will survive the expiration or termination of these Terms for any reason

Miscellaneous.

Optimer’s failure to enforce any provision of the Terms of Use shall not be deemed a waiver of such provision nor of the right to enforce such provision. If any part of the Terms of Use is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Use shall continue in effect. A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Questions and Concerns.

Developer’s contact information for any end-user questions, complaints or claims with respect to this Site is privacy@optimerpharma.com.