Terms and Conditions of Use

Last Updated: October 31, 2016

1. Introduction.

Welcome to the Aduro Biotech website!  Please read these terms and conditions (“Terms”) carefully.  These Terms are a binding agreement between you (“you” or, collectively, “Users”) and Aduro Biotech, Inc. (“Aduro Biotech”, “we”, “our”, or “us”).  These Terms govern your use of our websites located at www.aduro.com, and any of our other websites, their respective subdomains, and software applications containing a link to these Terms (collectively, the “Sites”).  

BY USING ANY OF OUR SITES, YOU ARE STATING THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO BE BOUND BY, THESE TERMS (WHETHER OR NOT YOU CONFIRM YOUR AGREEMENT, SUCH AS BY CLICKING “I AGREE”).  IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO USE ANY OF OUR SITES.

2. NO MEDICAL ADVICE

IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.

The information, files, documents, text, photographs, images, audio, and any materials accessed through or made available for use or download through our Sites (“Content”), including, without limitation, any information about diseases, conditions, treatments, or medicines, are for informational purposes only.  The Content is not intended to be and is not a substitute for professional medical advice, diagnosis, or treatment.  Nothing on our Sites should be construed as the giving of advice or the making of a recommendation regarding any decision or action related to your health or the health of others.  We do not monitor or authenticate the information contained on our Sites for accuracy, safety, or reliability.  Inclusion of Content on our Sites does not mean that Aduro Biotech supports or recommends a specific treatment, drug, physician, or test.  Any reliance on the Content is solely at your own risk.  You should consult a doctor or other qualified health care professional regarding any questions you have about your health or before making any decisions related to your health or wellness.  Never disregard medical advice or delay in seeking it because of something you have read on our Sites or in the Content.

If you are a doctor or other qualified health care professional, you should not offer any medical advice or treatment on our Sites, nor should you allow the Content of our Sites to substitute for your own medical judgment, which you should exercise in evaluating the information on any of our Sites.  Please thoroughly review the information provided on our Sites before deciding whether any of the products, services or treatments mentioned are right for you or others.

3. Eligibility.

The Sites are not available to persons under the age of 18 or to any Users previously suspended or removed from accessing the Sites by Aduro Biotech.  BY USING THE SITES, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM ANY OF THE SITES.

4.  Privacy Policy.

Your privacy is important to Aduro Biotech.  Our Privacy Policy is hereby incorporated into these Terms by reference.  Our Privacy Policy explains the information we may collect, how we use and share that information, and other important information.  Please read our Privacy Policy carefully as you are agreeing to it when you use the Sites or otherwise agree to these Terms.

5. Individual Features and Services.

Some of our Sites, or portions of our Sites, may be subject to additional policies, guidelines or rules applicable to specific services and features (“Additional Terms”).  All such Additional Terms will supplement these Terms, are hereby incorporated by reference into these Terms, and will control over any conflict between the Additional Terms and these Terms with respect to the specific Site(s), or portions thereof, subject to the Additional Terms.

6. Modification of these Terms.

From time to time, we may update or change any of the terms and conditions contained in these Terms at any time and in our sole discretion.  If we change these Terms, we will inform you by posting the revised Terms on the Sites.  All changes are effective immediately when we post them, and apply to all access to and use of the Sites thereafter.  If any modification is unacceptable to you, your only recourse is to terminate your use of the Sites.  Your continued use of the Sites following our posting or emailing of a change notice or revised Terms as provided in this section will constitute your binding acceptance of the change.  You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

7. Appropriate and Lawful Use of the Sites.

7.1  License Grant

Subject to your compliance with the terms and conditions set out in these Terms, Aduro Biotech hereby grants to you a personal, limited, non-exclusive, non-transferrable, freely revocable license to use the Sites for your own personal, noncommercial use.  Aduro Biotech reserves all rights not expressly granted in these Terms.

7.2  Prevention of Unauthorized Use.

Aduro Biotech reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use or access of the Sites, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.  Aduro Biotech further reserves the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates these Terms, including, but not limited to, removing the offending content from our Sites, suspending or terminating the access of such violators to our Sites and reporting violations to the law enforcement authorities.  Violations of system or network security may result in civil or criminal liability.

7.3  Prohibited Conduct.

You agree not to use any of the Sites or to otherwise access any of the Sites:

a.  for any purposes other than to receive information regarding Aduro Biotech or to provide information to Aduro Biotech when applicable to your use of the Sites (such as responding to a job opening);

b.  in violation of these Terms or any applicable local, state, national, or international law, rule or regulation, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy (“Law”);

c.  to transmit or upload information or content that is false, inaccurate, or misleading;

d.  to transmit or display any material that, in our sole discretion, is illegal, abusive, graphically distressing, inflammatory, profane, threatening, hateful, tortious, defamatory, discriminatory, obscene, sexually explicit or contains pornography, libelous, invasive of another’s privacy, hateful, or otherwise objectionable or offensive, or to harass or harm Aduro Biotech, another entity or another individual;

e.  to infringe, misappropriate or violate any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy of any party;

f.  to delete indications or notices regarding copyright or other proprietary rights on the Sites or any third party content;

g.  to transmit any unsolicited or unauthorized advertising or promotional materials;

h.  to transmit any material that contains adware, malware, spyware, software viruses, or any other harmful code;

i.  to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

j.  to interfere with or disrupt any of the Sites or any software, hardware, telecommunications equipment or networks used by us;

k.  to violate the security of the Sites, including by accessing data not intended for you or logging onto a server that you are not authorized to access or attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

l.  to disparage or injure the reputation or goodwill of Aduro Biotech, or any of its officers, directors, or employees;

m.  to further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

n.  to obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Sites, including by bypassing robot exclusion headers or other measures we may use to prevent unauthorized access to the Sites;

o.  to interfere with other users’ use and enjoyment of the Sites (for example, by spamming, soliciting or overly promoting personal interests); or

p.  to otherwise take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure.

8. Submitted Information; Feedback

You agree that any information you provide to Aduro Biotech at any time will be true, accurate, current, and complete.  You also agree that you will ensure that this information is kept accurate and up-to-date at all times.  You hereby grant Aduro Biotech and its affiliates a perpetual, irrevocable, non-exclusive, worldwide, royalty free, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display any content you provide to Aduro Biotech (“User Content”) for any purpose, in any manner, and in any medium.  

You represent and warrant that: (i) you own or otherwise control all of the rights to the User Content that you post, submit, or otherwise provide to Aduro Biotech, including any intellectual property or other proprietary rights other than content that you clearly identify as third party content, e.g., links to third party websites; (ii) your User Content is accurate; (iii) neither your User Content nor your posting or submission of your User Content violates any of these Terms, including without limitation the prohibitions on use of the Sites set forth above; and (iv) neither your User Content nor your posting or submission of your User Content will cause injury to any person or entity, including any privacy or security risk. 

Aduro Biotech has no responsibility for any of your User Content or the consequences of your sharing any of your User Content with others.  We have the right but not the obligation to monitor and edit or remove any Content from the Sites in our sole discretion without notice or consent.  If you believe your copyright, trademark, or other intellectual property right is being infringed by a user of our Sites, please provide written notice to us at legal@aduro.com.  Any communications you send to the Sites or otherwise to Aduro Biotech by electronic mail, with the exception of personally identifiable information as defined in the Privacy Policy, shall be deemed to be non-confidential.  If your User Content includes any suggestions, ideas, concepts, ideas, know how, reports, techniques (including feedback about us, our Sites, or our products) (collectively your “Feedback”): (i) you grant us all necessary rights to use your Feedback; (ii) you acknowledge and agree that we are free to use, disclose, distribute and otherwise act on your Feedback with no financial, credit, or other obligation whatsoever to you, but we are not obligated to use your Feedback in any way; (iii) you acknowledge and agree that we are not obligated to keep your Feedback confidential other than as set forth in the Privacy Policy; and (iv) you represent that your Feedback is entirely your original work.

9. Third-Party Sites, Products and Services; Links.

The Sites may include links or references to third party websites or resources (such as products, services, websites, and resources), or may allow you to use third party products and services, which may include, without limitation, social networking services (collectively “Reference Sites”), solely as a convenience to Users.  Aduro Biotech is not associated with any Reference Sites.  Your use of Reference Sites is subject to the license agreements, terms and conditions, privacy policies, and other policies and agreements applicable to such Reference Sites.  Aduro Biotech does not approve or endorse any Reference Sites, the information, materials, products, content, or services contained or accessible through the Reference Sites, or any views expressed on any Reference Sites.  The Aduro Biotech Parties have no responsibility to you for any Reference Sites.  Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk.

10. Termination; Terms Violations.

You agree that Aduro Biotech, in its sole discretion, for any or no reason, and without penalty, may terminate your use of the Sites.  Aduro Biotech may also in its sole discretion and at any time discontinue providing access to the Sites, or any part thereof, with or without notice.  You agree that any termination of your access to the Sites may be effected without prior notice, and you agree that Aduro Biotech will not be liable to you or any third party for any such termination.  Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.  These remedies are in addition to any other remedies Aduro Biotech may have at law or in equity.

Your only remedy with respect to any dissatisfaction with (i) the Sites, (ii) any term of these Terms, (iii) any policy or practice of Aduro Biotech in operating the Sites, or (iv) any content or information transmitted through the Sites, is discontinuing use of any and all parts of the Sites.

11. Ownership; Proprietary Rights.

The Sites are owned and operated by Aduro Biotech.  The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Sites (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant Laws.  All Materials contained on the Sites are the property of Aduro Biotech or its subsidiaries or affiliated companies and/or third-party licensors.  You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. 

The trademarks, tradenames, logos, service marks, trade dress and products (collectively the “Trademarks”) displayed on the Sites are registered and unregistered Trademarks of Aduro Biotech or others.  The Trademarks displayed on the Sites may be protected in the United States and internationally.  Ownership of the Marks and the goodwill associated with them remains with us or those other entities.  You must abide by all rights notices, information, or restrictions contained in or attached to any Content and must not remove any trademark, copyright, or other notice from the Sites or any Content.   

Nothing contained on the Sites should be construed as granting by implication, estoppel, or otherwise, any license or right to use any of the Materials or the Trademarks displayed on the Sites without the prior written permission of Aduro Biotech or any third party that may own such Materials or Trademarks.  You are also advised that Aduro Biotech reserves the right to strictly and aggressively enforce its intellectual property rights to the fullest extent of the Law, including the seeking of criminal prosecution.

12. Indemnification.

You agree that you shall release, indemnify, save and hold harmless Aduro Biotech, its affiliated companies (if any), and our or their respective content providers, suppliers, distributors, licensors, partners or customers, and any of our or their respective officers, directors, shareholders, contractors, subcontractors, employees, agents, and representatives (collectively, the “Aduro Biotech Parties”) for any and all claims, actions, losses, damages, and expenses (including, without limitation, legal, attorneys’ and accounting fees) arising out of or resulting from: (i) your (or anyone using your account's) use or misuse of our Sites, (ii) your User Content, (iii) your connection to our Site, (iv) any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein, or (v) your violation of any rights of another.  The Aduro Biotech Parties reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with the Aduro Biotech Parties’ defense of these claims, and you shall not in any event settle any matter without the written consent of the indemnified Aduro Biotech Parties.  Aduro Biotech will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. 

If you are a California resident, you hereby waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”  If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.  This defense and indemnification obligation will survive the availability and your use of the Sites and/or any termination of these Terms.

13. Disclaimers; No Warranties.

13.1  No Warranties.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE ADURO BIOTECH PARTIES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.  THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ADURO BIOTECH OR THROUGH THE SITES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.  

13.2  "As is" and "As available" and "With All Faults".

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), AND OTHER SERVICES IS AT YOUR SOLE RISK.  THE SITES AND ANY DATA, INFORMATION, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.  

13.3  Content.

THE ADURO BIOTECH PARTIES DO NOT REPRESENT OR WARRANT THAT THE SITES, ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), OR ANY OTHER SERVICES OFFERED ON OR THROUGH THE SITES OR ANY REFERENCE SITES WILL BE ACCURATE, RELIABLE, UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT REPRESENT OR WARRANT THAT DEFECTS WILL BE CORRECTED, THAT OUR SITES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

13.4  Accuracy.

THE ADURO BIOTECH PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS WITH RESPECT TO THE SITES OR ANY REFERENCE SITES IN TERMS OF COMPLETENESS, SECURITY, AVAILABILITY, CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.  

13.5  Harm to your Computer.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the Sites will be free of viruses or other destructive code.  You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Sites for any reconstruction of any lost data.  YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SITES OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

14. Limitation of Liability and Damages.

14.1  Limitation of Liability.

YOU UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, WILL ANY OF THE ADURO BIOTECH PARTIES BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY/WRONGFUL DEATH, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER, ARISING OUT OF OR RELATING TO (A) THESE TERMS, (B) NEGLIGENCE, (C) YOUR USE OR YOUR INABILITY TO USE THE SITES, OR ANY REFERENCE SITES, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES OR ANY REFERENCE SITES, (D) ANY OF OUR CONTENT, ANY THIRD PARTY CONTENT, OR ANY THIRD PARTY SERVICES AVAILABLE THROUGH ANY OF OUR SITES, OR (E) ANY LOSS OF DATA.

14.2  Limitation of Damages.

SHOULD ANY ADURO BIOTECH PARTIES BE FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY NOTWITHSTANDING THE FOREGOING, SUCH LIABILITY WILL NOT EXCEED $100.00 IN THE AGGREGATE.

14.3  Reference Sites.

THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN ADURO BIOTECH AND RECEIVED THROUGH ANY REFERENCE SITES.

14.4  Basis of the Bargain.

YOU ACKNOWLEDGE AND AGREE THAT ADURO BIOTECH HAS OFFERED ITS PRODUCTS AND SERVICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND ADURO BIOTECH AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ADURO BIOTECH.  ADURO BIOTECH WOULD NOT BE ABLE TO PROVIDE THE SITES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

14.5  Limitations by Applicable Law.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

15. International Access; Export Controls.

Our Sites are controlled and operated by us from our offices within the United States of America and are not intended to subject us to the laws or jurisdictions of any state, country, or territory other than the United States although the Sites may be compliant with such laws.  If you access the Sites from outside the United States, you do so at your own risk.  Furthermore, you are responsible for compliance with Laws including, without limitation, all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority.  You agree not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations).  The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by you that you will not export such software, technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under these Terms are contingent on your compliance with this provision.

16. Mobile Site.

Our Sites may include certain services that are available via a mobile device, including (i) the ability to upload content to our Sites via a mobile device and (ii) the ability to browse our Sites from a mobile device (collectively, the “Mobile Site”).  To the extent you access our Sites through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply.  In addition, downloading, installing, or using certain elements of the Mobile Site may be prohibited or restricted by your carrier, and not all aspects of the Mobile Site may work with all carriers or devices.  By using the Mobile Site, you agree that we may communicate with you regarding Aduro Biotech by electronic means and that certain information about your usage of the Mobile Site may be communicated to us.

17. Miscellaneous.

17.1  Electronic Communications Notice.

When you use our Sites or send emails to us, you are communicating with us electronically.  You consent to receiving communications from us electronically.  We may communicate with you by email or posting notices on the applicable Site.  You agree that all agreements and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.  In order to access any such communications, you must have a computer or other Internet-enabled device.  In order to retain copies of any such communications, you must have a printer or data storage device.  If you have a printer, you may print paper copies of any such communications for your own use.  If you wish to withdraw your consent for us to communicate with you electronically, you may not use our Sites.

17.2  Waiver.

Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.  Any waiver by Aduro Biotech of any provision of these Terms will be effective only if in writing and signed by its duly authorized representative.

17.3  Governing Law; Jurisdiction; Dispute Resolution.

You and we agree that in the event of any dispute between us, we will first try to resolve such dispute through good faith negotiations.  We reserve our right to any remedy available at law or equity in the event of your breach of these Terms.  These Terms will be governed by and construed in accordance with the laws of the State of New York as applied to agreements made, entered into, and performed entirely in New York, without giving effect to any principles of conflict of laws.  The parties agree that the federal and state courts residing in San Francisco, California will have exclusive jurisdiction over these Terms.  We and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose and waive any objection to such courts on any basis, including without limitation improper venue or inconvenience of the forum.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Sites or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.  You may only resolve disputes with us on an individual basis and may not bring and expressly waive bringing a claim as a plaintiff or a class member in a class, consolidated, or representative action.  Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.  YOU HEREBY WAIVE YOUR RIGHT TO A JURY TRIAL IN ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF YOUR USE OF OUR SITES OR THESE TERMS.

17.4  No Third Party Beneficiary.

The parties specifically disavow any desire or intention to create a “third party” beneficiary contract, and specifically declare that no person, except for the parties and their permitted assigns, shall have any rights hereunder nor any right of enforcement hereof.

17.5  Severability.

If any provision of these Terms, the Privacy Policy, or any Additional Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

17.6  Assignment.

These Terms and any Additional Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Aduro Biotech without restriction.  Any assignment attempted to be made in violation of these Terms shall be void.

17.7  Survival.

Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration.

17.8  Headings.

The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

17.9  Entire Agreement.

These Terms, together with the Privacy Policy and any Additional Terms constitute the entire and exclusive agreement between us with respect to their subject matter, and govern your use of our Sites, superseding any prior agreements or negotiations between us with respect to that subject matter. 

17.10  No Agency.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

17.11  Forward-Looking Statements

The Sites may contain forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding our intentions or current expectations concerning, among other things, the potential for our technology, plans, timing and the availability of results of our clinical trials and the potential for eventual regulatory approval of our product candidates. In some cases you can identify these statements by forward-looking words such as “may,” “will,” “continue,” “anticipate,” “intend,” “could,” “project,” “expect” or the negative or plural of these words or similar expressions.  Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including, but not limited to, our history of net operating losses and uncertainty regarding our ability to achieve profitability, our ability to develop and commercialize our product candidates, our ability to use and expand our technology platforms to build a pipeline of product candidates, our ability to obtain and maintain regulatory approval of our product candidates, our inability to operate in a competitive industry and compete successfully against competitors that have greater resources than we do, our reliance on third parties, and our ability to obtain and adequately protect intellectual property rights for our product candidates.  We discuss many of these risks in greater detail under the heading “Risk Factors” and elsewhere in our periodic reports filed with the Securities and Exchange Commission (SEC), including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and our other filings with the SEC. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this press release. Any forward-looking statements that we make in this press release speak only as of the date of this press release. We assume no obligation to update our forward-looking statements whether as a result of new information, future events or otherwise.

17.12  Disclosures.

If you have any questions about the Site or these Terms, please contact us at:

Aduro Biotech, Inc.
740 Heinz Avenue,
Berkeley, CA 94710
legal@aduro.com

© Aduro Biotech, Inc. 2016.  All rights reserved.