Last Updated: November 7, 2023
Welcome to our website! These Terms of Service (“Terms”) apply to your use of the websites, mobile apps, or events (“Website”) provided by Hyperion Therapeutics, Inc. (“Hyperion,” “we,” “us,” or “our”). Hyperion owns, controls and maintains this site for your information and general education and as a courtesy to the Internet community. Please read these Terms carefully and in their entirety, as they include important information about your legal rights, remedies, and obligations.
We may operate additional programs or services which require separate or additional terms. In such cases, you agree to be further bound by the terms specific to the additional program or service, and such terms shall control to the extent there is a conflict with these Terms.
Nature of Information
Hyperion created and maintains this Website for general informational and educational purposes only. This Website does not provide medical advice. The provided information is not a substitute for actual medical care. You should not use the information contained herein for diagnosing any illness or physical problem or in order to prescribe or use any medication presented on the Website. Persons requiring diagnosis or treatment, or who have specific questions related to their condition or care, are urged to contact their health care provider. The information on the Website may contain direct or indirect references to Hyperion’s products, programs or Website or the products, programs, or services of other companies, which may not be available in certain countries or regions, and which may be subject to different regulations and conditions of use according to the country. These references are not intended by Hyperion to sell these products, programs, or services.
The information presented on this Website is or was current as of the “Last Updated” date shown on each page. Hyperion may make improvements and/or changes to this Website at any time. Hyperion attempts to be as accurate as possible when providing you with information about us on the Website; however, to the extent permitted by applicable law, we do not warrant that the content available on the Website is accurate, complete, reliable, current or error-free. We reserve the right to add, modify, correct or delete any information to or from the Website at any time without any notice. We make no commitment, however, to update or correct such information. Hyperion expressly disclaims any duty to update information contained in this Website, and Hyperion will not be liable for any failure to update or revise such information, whether as a result of new information, future events, or circumstances or otherwise. It is your responsibility to verify any information contained on this Website before relying upon it.
This Website may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended, including statements about our future expectations, plans, prospects, objectives, and strategies. Without limiting the foregoing, the words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. There are a number of known and unknown risks, uncertainties and other important factors that could cause Hyperion’s actual results, performance, or achievements to differ materially from those expressed or implied by any forward-looking statements. These risks and uncertainties include, among others, risks and uncertainties related to the timing and results of any current or planned clinical trials and preclinical studies, including subsequent analysis of existing data and new data received from ongoing future studies; Hyperion’s advancement of multiple early-stage efforts; the content and timing of decisions made by the U.S. Food and Drug Administration and other regulatory authorities, investigational review boards at clinical trial sites and publication review bodies; Hyperion’s ability to obtain and maintain requisite regulatory approvals and to enroll patients in its current or planned clinical trials; Hyperion’s ability to obtain, maintain and enforce patent and other intellectual property protection for any product candidates it is developing; and Hyperion’s ability to maintain key collaborations and the success of those collaborations; and other risks that may be listed under “Risk Factors” in Hyperion’s annual report, quarterly reports and other filings that it may make from time to time with the U.S. Securities and Exchange Commission, all of which may be available at www.sec.gov as applicable. Hyperion assumes no obligation to update any forward-looking statements appearing on this Website as a result of new information, future events or circumstances or otherwise. None of the information contained on this Website is intended to be, and shall not be deemed to be, incorporated into any of Hyperion’s filings with the Securities and Exchange Commission.
The Website and all of the Content (defined next) are owned by us, our licensees, or our licensors. Your use of the Website does not grant you any right to this content. Unless otherwise explicitly specified, all materials that are included in 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; audio; videos; designs; trademarks and logos; any and all copyrightable material (including source and object code); the “look and feel” of the Website (collectively, the “Content”) is owned, controlled or licensed by us, our subsidiaries or affiliates and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent and other laws, rules, regulations and international treaties. Except as expressly set forth in these Terms or otherwise expressly granted to you in writing by us, no rights (either by implication, estoppel, or otherwise) are granted to you. Any and all rights to use any Content not expressly granted to you under these Terms are hereby reserved.
The Content may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the prior written authorization of Hyperion, unless and except as is expressly provided in these Terms. Any other use of the Content without the prior written authorization of us is strictly prohibited.
You hereby grant to Hyperion a royalty-free, perpetual, irrevocable, worldwide, non-exclusive, fully transferable and sub-licensable right and license to use, reproduce, modify, adapt, reformat, publish, translate, create derivative works from, distribute, transmit, perform, and display all data, feedback, or other information submitted, posted, published, transmitted, or displayed on or via the Website, and to incorporate such data in other works in any form, media, or technology now known or later developed. Hyperion shall have no obligation of any kind with respect to any such data that you submit, post, publish, display, or transmit via the Website. You represent and warrant that you have proper authority to grant this license.
User Conduct and Responsibilities
As a condition of your use of the Website, you agree that you will not use the Website for any purpose that is unlawful or prohibited by these Terms. Additionally, you agree, without limitation, not to:
· Use any content or information available on the Website for any unauthorized purpose;
· Interfere with or damage the Website or servers or networks connected therewith or disobey any requirements, procedures, policies, or regulations of networks connected to the Website, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, denial of service attacks, forged routing of electronic mail address information, or similar methods or technology;
· Upload, post, e-mail, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
· Upload, post, e-mail, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation;
· Upload, post, e-mail, or otherwise transmit any materials that you do not have a right to transmit under any law or under contractual or fiduciary relationships;
· Attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise alter, defraud, or create false results from any executable code, information on, or received by the Website;
· Make any statements, express or implied, that you are endorsed by Hyperion without our specific prior written consent;
· Infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including, but not limited to, such rights of third parties;
· Upload, post, submit, publish, transmit or display in connection with the Website any information or material that threatens or abuses others, libels, defames, invades privacy, is false, discriminatory, hateful, harassing, or offensive, or otherwise injurious or objectionable; or
· Assist any third party in engaging in any activity prohibited by these Terms.
You are solely responsible for your conduct and any data that you submit, post, transmit, or display on or through the Website. We reserve the right to remove, block, and/or monitor, without notice, any visitor that we consider, for any reason, to violate these Terms or to be outside the subject scope of the Website. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate these Terms, we may take any action we deem necessary to cure or prevent the violation.
Linking and Third Parties
The Website or communications you receive from us may contain links to third party websites, applications, or features such as plug-ins or embedded services (together, the “Third Party Services”). We do not control any of these Third Party Services or any of their content. The inclusion of any link to Third Party Services does not necessarily imply Hyperion’s endorsement of or affiliation with that third party. You acknowledge and agree that Hyperion has no responsibility or liability for any such Third Party Services.
Disclaimer of Warranties
YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK (INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, DAMAGE RESULTING FROM RELIANCE ON THE WEBSITE, OR OTHER DAMAGES THAT RESULT FROM OBTAINING ANY CONTENT FROM THE WEBSITE INCLUDING COMPUTER VIRUSES). TO THE EXTENT PERMITTED BY LAW, HYPERION, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS (COLLECTIVELY, THE “HYPERION PARTIES”) PROVIDE THE WEBSITE, INCLUDING WITHOUT LIMITATION, THE HYPERION MATERIALS, “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, AND SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUSES.
NO INFORMATION PROVIDED VIA THE WEBSITE SHALL CREATE ANY WARRANTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE HYPERION PARTIES MAKE NO WARRANTY, REPRESENTATION, COVENANT, OR GUARANTEE WHATSOEVER, EXPRESS OR IMPLIED: (i) AS TO THE VALUE, QUALITY, TIMELINESS, USEFULNESS, RELIABILITY, SECURITY, SUITABILITY, ACCURACY, TRUTHFULNESS, OR COMPLETENESS OF THE WEBSITE; (ii) THAT THE WEBSITE WILL OPERATE UNINTERRUPTED OR ERROR-FREE; (iii) THAT THE WEBSITE WILL MEET YOUR NEEDS OR EXPECTATIONS; (iv) AS TO THE QUALITY OR VALUE OF ANY OF HYPERION PRODUCTS, WEBSITE, CONTENT, INFORMATION, OR OTHER MATERIAL YOU PURCHASE OR OBTAIN VIA THE WEBSITE; (v) THAT ANY ERRORS PERTAINING TO THE WEBSITE WILL BE CORRECTED.
THE HYPERION PARTIES DO NOT WARRANT THAT YOUR USE OF THE WEBSITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE HYPERION PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. BY ACCESSING OR USING THE WEBSITE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS.
Limitation of Liability
UNDER NO CIRCUMSTANCES WILL THE HYPERION PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE WEBSITE; (B) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE WEBSITE; (C) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE HYPERION PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE WEBSITE; (D) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (E) ANY ERRORS OR OMISSIONS IN THE OPERATION OF THE WEBSITE; OR (F) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, 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, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE HYPERION PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE).
IN NO EVENT WILL THE HYPERION PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE 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. IN NO EVENT WILL THE HYPERION PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO HYPERION FOR THE WEBSITE DURING THE PRECEDING YEAR, OR ONE HUNDRED DOLLARS ($100.00).
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF HYPERION’SHYPERION 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 ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE HYPERION PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE HYPERION 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.
Hyperion reserves the right, at any time, in Hyperion sole and exclusive discretion, to amend, modify, suspend, or terminate the Website, or any part thereof, and/or your use of or access to them, with or without notice. Hyperion shall have no liability to you or any other person or entity for any modification, suspension, or termination, or any loss of related information.
You (and any third party on whose behalf you use the Website) agree to indemnify, defend, and hold harmless the Hyperion Parties from any claims, liabilities, damages, losses, costs, and/or expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with the following (whether resulting from your activities on the Website or those conducted on your behalf): (i) your access to or use of the Website; (ii) your breach or alleged breach of these Terms; or (iii) your violation of any third party right, including without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right. You agree that the Hyperion Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify, defend, and hold harmless any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Hyperion Parties in connection therewith. You will cooperate as fully required by Hyperion in the defense of any claim. The Hyperion Parties reserve the right to assume exclusive control of its defense in any matter subject to your indemnification, which shall not excuse your obligation to indemnify the Hyperion Parties. You shall not settle any claim without the prior written consent of Hyperion.
This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully.
Informal Process. You agree that in the event of any dispute between you and Hyperion, you will first contact Hyperion and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.
Agreement to Arbitrate. After the informal dispute resolution process, any remaining dispute, controversy or claim (collectively, “Dispute”) relating in any way to these Terms or Hyperion services and/or products, including but not limited to the Website, or relating in any way to the communications between you and Hyperion or any other user of the Website, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies to you and to Hyperion. However, this arbitration agreement does not (a) govern any Dispute by Hyperion for infringement of its intellectual property or access to the Website that is unauthorized or exceeds authorization granted in these Terms, or (b) bar you from making use of applicable small claims court procedures in appropriate cases.
You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Hyperion are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of these Terms.
If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to: email@example.com.
Arbitration Procedure and Rules.
Any controversy or claim arising out of or relating to these Terms, or the breach thereof, including all questions of arbitrability, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules by a sole arbitrator. The parties hereto shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days of the commencement of the arbitration, the appointment shall be made by the AAA in accordance with the Commercial Arbitration Rules. The place, or legal seat of arbitration, shall be Delaware, and the language of the arbitration shall be English.
You may only bring claims in your individual capacity on your own behalf, and not in any representative capacity or on behalf of any class or purported class, and no arbitration you commence hereunder may be joined with or include any claims by any other persons. Each party shall be exclusively responsible for paying its own arbitration filing fees, which may later be allocated by the arbitrator as set forth below.
The arbitrator shall issue a reasoned award and, subject to the limitation of liability set forth above, shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Nothing herein, however, shall authorize the arbitrator to act as amiable compositeurs, to proceed ex aequo et bono, or to exercise rights of iura novit curia. Each party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.
YOU AGREE THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH HYPERION MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM WILL BE PERMANENTLY BARRED.
Consent to Communications
By providing us with your contact information and using the Website, you agree to receive communications via e-mail and/or social media from or on behalf of Hyperion at the email address or telephone number (including mobile number) you provided. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
If you are using our Website on behalf of a business, that business accepts these terms. It will hold harmless and indemnify Hyperion and its affiliates, officers, directors, employees, agents and contractors from any demands, claims, suits, actions, damages, liabilities, expenses or harms arising from or related to the use of the Website or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.
These Terms shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of laws.
No Third Party Rights
Unless expressly stated in these Terms to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you, Hyperion, and our successors and assigns. Nothing in these Terms is intended to relieve or discharge the obligation or liability of any third persons to you and Hyperion and our successors and assigns, nor shall any provision give any third parties any right of subrogation or action over against you, Hyperion, and our successors and assigns.
We will not be deemed to be in breach of these Terms or liable for any breach of these Terms due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, pandemics/epidemics, or other disaster.
No Waiver; Assignment Rights
Hyperion failure to exercise or enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision in that or any other instance. We may assign these Terms at any time without notice to you. You may not assign to anyone else and any attempt by you to assign shall be void. If you do not comply with these Terms, and we do not act right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).
If any provision of these Terms is held invalid, illegal, or unenforceable under any applicable statute or rule of law, it is, to the extent necessary, deemed modified in order to comply with applicable law, and the remaining provisions shall not be affected in any way.
We reserve the right to change these Terms from time to time. When we do, we will also revise the “Last Updated” date at the top. We encourage you to periodically review these Terms, so you are aware of any revisions to which you are bound.
If you have any questions, comments or concerns regarding these Terms, please contact us at: firstname.lastname@example.org