Last Updated: July 2021
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 14, you agree that disputes arising under these Terms will be resolved by binding arbitration, and BY ACCEPTING THESE TERMS, YOU AND ALECTOR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this agreement (except as specified in Section 14.2). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.
- Alector Website Overview. Alector is a biotechnology company. ALECTOR AND THE WEBSITE DO NOT PROVIDE ANY MEDICAL ADVICE OR OPINIONS, NOR DOES YOUR USE OF THE WEBSITE ESTABLISH A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND ALECTOR OR ANY OF ITS PERSONNEL. ALL MATERIALS ON THE WEBSITE ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT SERVE AS A SUBSTITUTE FOR THE ADVICE OF A MEDICAL PROFESSIONAL.
- Eligibility. You must be at least 18 years old to use the Website. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Website; and (c) your use of the Website is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
- 3.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Alector grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Website.
- 3.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce or distribute the Website; (b) make modifications to the Website; or (c) interfere with or circumvent any feature of the Website, including any security or access control mechanism. If you are otherwise prohibited under applicable law from using the Website, you may not use it.
- Ownership; Proprietary Rights. The Website is owned and operated by Alector. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Website (collectively, the “Materials”) provided by Alector are protected by intellectual property and other laws. All Materials included in the Website are the property of Alector or its third party licensors. Except as in accordance with the Terms or as otherwise expressly authorized by Alector, you may not make use of the Materials. Alector reserves all rights to the Materials not granted expressly in these Terms.
- Copyrights. The Materials are subject to copyright protection. Except as provided by the Terms, you may not otherwise copy, display, download, distribute, modify, reproduce, republish or retransmit any Material contained in this Website or any portion thereof in any electronic medium or in hard copy, or create any derivative work based on such images, text or documents, without the express written consent of Alector. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent or trademark of Alector, or any third party.
- Trademarks. All product names, whether or not appearing in large print or with the trademark symbol, are trademarks of Alector, unless otherwise noted. The use or misuse of these trademarks or any other materials, except as permitted herein, is expressly prohibited and may be in violation of copyright law, trademark law, the law of slander and libel, the law of privacy and publicity, and communications regulations and statutes.
- Third Party Linked Websites, Products and Services. The Website may also contain links to third party websites. Linked websites are not under Alector’s control, and you assume all risks with respect to their use. Alector makes no warranties or representations of any kind as to the accuracy, currency, or completeness of any information contained in such websites and shall have no liability for any damages or injuries of any kind arising from such content or information. The Terms do not apply to those websites; we suggest contacting those websites directly for information on their policies. Any reference to a linked website or any specific third party product or service by name does not imply an endorsement or recommendation by Alector.
- Prohibited Conduct. BY USING THE WEBSITE YOU AGREE NOT TO:
- (a) use the Website for any illegal purpose or in violation of any local, state, national, or international law;
- (b) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
- (c) interfere with security-related features of the Website, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Website except to the extent that the activity is expressly permitted by applicable law;
- (d) interfere with the operation of the Website or any user’s enjoyment of the Website, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) collecting personal information about another user or third party without consent; or (iii) interfering with or disrupting any network, equipment, or server connected to or used to provide the Website;
- (e) perform any fraudulent activity including impersonating any person or entity, or falsifying your age or date of birth;
- (f) sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or
- (g) attempt to do any of the acts described in this Section 8 or assist or permit any person in engaging in any of the acts described in this Section 8.
- Term, Termination and Modification of the Website
- 9.1 Term. These Terms are effective beginning when you accept the Terms or first access or use the Website, and ending when terminated as described in Section 9.2.
- 9.2 Termination. If you violate any provision of these Terms, your authorization to access the Website and these Terms automatically terminate. In addition, Alector may, at its sole discretion, terminate these Terms or suspend or terminate your access to the Website, at any time for any reason or no reason, with or without notice.
- 9.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Website; (b) you will no longer be authorized to access the Website; and (c) and Sections 1, 4, 5, 6, 9.3, 10, 11, 12, 13, 14, and 15 will survive.
- 9.4 Modification of the Website. Alector reserves the right to modify or discontinue the Website at any time (including by limiting or discontinuing certain features of the Website), temporarily or permanently, without notice to you. Alector will have no liability for any change to the Website or any suspension or termination of your access to or use of the Website.
- Release. By using the Website, you are hereby agreeing to release Alector and its partners, officers, employees and agents from any and all claims, demands, debts, obligations, damages (actual or consequential), costs and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to your use of the Website.
- Indemnity. You are responsible for your use of the Website, and you will defend and indemnify Alector and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Alector Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your use of the Website in a manner not authorized by these Terms; (b) your violation of any portion of these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right in connection with your use of the Website; or (d) any dispute or issue between you and any third party in connection with your use of the Website. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
- Additional Disclaimers; No Warranties
THE WEBSITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE WEBSITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. ALECTOR DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE WEBSITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE WEBSITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ALECTOR DOES NOT WARRANT THAT THE WEBSITE OR ANY PORTION OF THE WEBSITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE WEBSITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND ALECTOR DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. ALECTOR IS NOT RESPONSIBLE FOR THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE MATERIALS DISPLAYED ON THE WEBSITE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT MAY NOT BE LIMITED BY THESE TERMS, PROVIDED HOWEVER YOU AGREE AND ACKNOWLEDGE THAT TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU WAIVE ANY SUCH STATUTORY RIGHTS WITH RESPECT TO IMPLIED WARRANTIES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE WEBSITE OR ALECTOR ENTITIES OR ANY MATERIALS AVAILABLE THROUGH THE WEBSITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE ALECTOR ENTITIES OR THE WEBSITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE WEBSITE. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE WEBSITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE WEBSITE) OR ANY LOSS OF DATA, INCLUDING YOUR OR OTHER USER CONTENT.
ALECTOR MAKES ALL DISCLAIMERS IN THESE TERMS TO THE FULLEST EXTENT PERMITTED BY LAW.
- Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ALECTOR ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE WEBSITE OR ANY MATERIALS ON THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ALECTOR ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 14.4(iii) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE ALECTOR ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE ACCESS, USE OF OR ANY INABILITY TO ACCESS OR USE ANY PORTION OF THE WEBSITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Dispute Resolution and Arbitration
- 14.1 Generally. In the interest of resolving disputes between you and Alector in the most expedient and cost-effective manner, and except as described in Section 14.2, you and Alector agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- 14.2 Exceptions. Despite the provisions of Section 14.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
- 14.3 Arbitrator. Any arbitration between you and Alector will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Alector. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
- 14.4 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Alector’s address for Notice is: Alector Inc., 131 Oyster Point Blvd., South San Francisco, CA 94080. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Alector may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Alector must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Alector will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Alector in settlement of the dispute prior to the arbitrator’s award; or (iii) $10,000.
- 14.5 Fees. If you commence arbitration in accordance with these Terms, Alector will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Alector for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- 14.6 No Class Actions. YOU AND ALECTOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Alector agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- 14.7 Modifications to this Arbitration Provision. If Alector makes any future change to this arbitration provision, other than a change to Alector’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Alector’s address for Notice of Arbitration, in which case your limited license to use this website will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
- 14.8 Enforceability. If Section 14.6 is found to be unenforceable or if the entirety of this Section 14 is found to be unenforceable, then the entirety of this Section 14 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 15.1 will govern any action arising out of or related to these Terms.
- 15.1 Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Alector submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, California for resolution of any disputes permitted under these Terms. We operate the Website from our offices in California, and we make no representation that Materials included in the Website are appropriate or available for use in other locations.
- 15.3 Contact Information. The Website is offered by Alector located at 131 Oyster Point Blvd., South San Francisco, CA 94080. You may contact us by sending correspondence to that address or by emailing us at Legal@alector.com. You can access a copy of these Terms by clicking here: https://www.alector.com/terms.
- 15.4 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Website or to receive further information regarding use of the Website.
- 15.5 International Use. As noted in Section 15.1, this Website is governed by the laws of the state of California in the United States. We make no representation that the Website is appropriate or available for use outside of the United States. Access to the Website from countries or territories outside the United States is at your own risk. Further, access to the website from countries or territories where such access is illegal is prohibited.
- 15.6 Severability. If any provision of this Agreement is held to be unlawful, void or unenforceable, then such provision shall be severable without affecting the enforceability of all remaining provisions.