2. Intended Use of our Website
- No Use of our Website for Under-Aged Persons. You must be the age of majority in your jurisdiction (18 years in most U.S. states, the United Kingdom, and Switzerland) or older to use our Website. By using our Website, you represent that you are at least the age of majority in your jurisdiction.
- Website Directed at United States, United Kingdom, and Swiss Visitors. Our Website is targeted at and intended for visitors residing in the United States, the United Kingdom, and Switzerland. Given the global nature of the internet, however, the Website may be accessed by visitors residing outside of the United States, the United Kingdom, and Switzerland. We make no representations or warranties that the Website is appropriate or available for use in countries outside of the United States, the United Kingdom, or Switzerland. Visitors who choose to access the Website from outside of the United States, the United Kingdom, or Switzerland do so at their own initiative and are responsible for compliance with any and all local laws and regulations that may apply to such access.
3. No Medical Advice
Information provided on our Website, including, without limitation, any information about diseases, conditions, treatments, or medicines, are for information purposes only. Information provided on our Website is not intended to be and is not a substitute for professional medical advice, diagnosis, or treatment. Nothing on this Website 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. Inclusion of content on our Website does not mean that Psivant supports or recommends a specific treatment or physician for your particular situation. If you are a patient, you should consult a doctor or other qualified healthcare professional regarding any questions you have about your health or before making any treatment decisions. If you are a doctor or other qualified healthcare professional, you should not allow the information on this Website to substitute for your own medical judgment, which you should exercise in evaluating the information on this Website. Please thoroughly review the information provided on our Website before deciding whether any referenced products, services, or treatments are right for you or others.
4. Forward-Looking Statement Disclaimer
This Website contains “forward-looking statements” about our business, financial condition, product candidates and prospects that involve substantial risks and uncertainties. These include, among other things, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, and statements that are not historical facts, including statements about the clinical and therapeutic potential of our product candidates, the availability and success of topline results from our ongoing clinical trials, any commercial potential of our product candidates and any pending or potential litigation, including but not limited to our expectations regarding the outcome of any such litigation and costs and expenses associated with such litigation. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements are based upon information that is currently available to us and/or management’s current expectations, speak only as of the date specified, and are subject to numerous risks and uncertainties. Psivant expressly disclaims any obligation, except as required by law, or undertaking to update or revise any such forward-looking statements, whether as a result of new information, future events, or otherwise. Our actual results may differ materially from the results discussed in or implied by such forward-looking statements and will be affected by a number of risks, uncertainties and assumptions, including, but not limited to, those risks set forth in the Risk Factors section of our filings with the U.S. Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment in which new risks emerge from time to time.
- Termination and Access Cancellation. If you violate any provision of this Agreement, Psivant has the right, in its sole discretion and without prior notice, to suspend or disable your access to our services or our Website or any portion thereof. Psivant may terminate, change, suspend or discontinue any aspect of this Website, including the availability of any features of this Website, at any time. Psivant may also impose limits on certain features and services or restrict or terminate your access to parts of or the entire Website without notice or liability. If we disable your access, you will not be able to reestablish access without our permission. We are under no obligation to continue to support our Website in any way or to provide you with updates or error corrections.
- Effect of Termination. Your rights under this Agreement will terminate immediately and automatically, with or without notice in our sole discretion, if we cease to support our services or our Website. The parties’ rights and obligations under Sections 8 (Psivant Intellectual Property), 9 (User Obligations), 10 (No Warranties; Limitation of Liability), 11 (Indemnification), and 13 (User Feedback) through 21 (Your Comments and Concerns; Notices) shall survive the expiration or termination of this Agreement for any reason.
7. Account Security
You may need to create an account with a username and password to access certain portions of the Website. By creating an account, you represent and warrant that the information you provide is accurate and complete. You are responsible for maintaining the confidentiality of your account passwords, and you are solely responsible for all activities that occur under your account. We reserve the right to require you to change your password if we believe your account is no longer secure.
8. Psivant Intellectual Property
This Website is protected by applicable law. The contents of this Website, including, but not limited to, text, names, information, data, compilations, graphics, logos, buttons, icons, images, audio, video, code, methods, techniques, models, and software (the “Contents”), are the property of Psivant or its subsidiaries, affiliates, or licensors and are protected by Intellectual Property Rights. “Intellectual Property Rights” means any and all rights existing from time to time under the patent, copyright, trademark, and trade secret laws of the United States and other countries, and any and all other intellectual property or proprietary rights, and any and all applications, renewals, extensions, and restorations thereof, now or hereafter in force and effect worldwide. You acknowledge that everything you see or read on this Website is copyrighted as a collective work under the United States copyright laws, and that we own the copyright in the selection, coordination, arrangement, and enhancement of such content. Neither title nor Intellectual Property Rights are transferred to you by use of or access to this Website, and all rights not expressly granted are reserved by us. You acknowledge and agree that you do not acquire any ownership rights by downloading or printing any materials contained in or distributed through this Website.
All trademarks, trade names, service marks, and logos appearing on this Website (“Trademarks”) are the property of Psivant or its subsidiaries, affiliates, or licensors. This Website may also contain or reference other intellectual property, including without limitation patents; trade secrets; rights in any proprietary information, technologies, products, or processes; or other proprietary rights, of Psivant and/or other parties. No license to, or right in, any such Trademarks and other Intellectual Property Rights of Psivant and/or other parties is granted to, or conferred upon, you. You may not use our Trademarks or any other Intellectual Property Rights of Psivant and/or other parties without our prior written consent, except to the extent any such restriction is not permitted by applicable law.
Psivant reserves the right to enforce its Intellectual Property Rights to the fullest extent permitted by law, including seeking monetary damages, civil penalties, and criminal prosecution.
9. User Obligations
This Website is intended for personal, non-commercial use and may not be exploited in connection with any business or commercial purpose, without the prior express written permission of Psivant.
Additionally, you agree not to use the Website or any Website content:
- For any unlawful or wrongful purpose or in violation of any applicable federal, state, local, or international statute, regulation, rule, order, treaty, or other law;
- To infringe upon or violate our Intellectual Property Rights or those of others or to store or transmit infringing, libelous, or otherwise unlawful or tortious material or material in violation of third-party privacy rights;
- To spam, phish, pharm, pretext, or engage in similar acts, including without limitation to impersonate or attempt to impersonate Psivant, a Psivant employee, another user, or any other person or entity (such as, without limitation, by using email addresses, usernames, or screen names associated with any of the foregoing);
- In any manner that could damage, disable, overburden, or impair Psivant’s or its service partners’ servers or networks, or interfere with any other party’s use and enjoyment of the Website, including without limitation via denial-of-service or similar attacks; or
- In any manner that removes or obscures any copyright, trademark, or other proprietary notices from the Website or from materials originating from the Website.
Additionally, you agree not:
- To upload or transmit viruses, worms, Trojan horses, time bombs, spyware, or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website or of any related website, other websites, hardware, software, or equipment, or the Internet;
- To use any robot, spider, or other automatic device, process, or other means to crawl, scrape, or otherwise access the Website, or use any means to reproduce or alter the navigational structure or presentation of the Website, without the express prior written consent of Psivant;
- To frame or deep link to the Contents or the Website for any purpose without the express written permission of Psivant;
- To interfere with or circumvent the security features of the Website or any related website, other website, or the Internet;
- To attempt to gain unauthorized access to the Website, the server on which the Website is stored, or any other server, computer, or database;
- To copy, reproduce, display, distribute, republish, upload, post, modify, adapt, translate, reverse engineer, decompile, disassemble, export, or otherwise attempt to derive source code, technology, or other material from the Website in any way without the express written permission of Psivant, except to the extent any such restriction is not permitted by applicable law; or
- To otherwise interfere or attempt to interfere with the security, integrity, or performance of the Website in any way.
10. No Warranties; Limitation of Liability
THIS WEBSITE AND ALL INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THIS WEBSITE ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PSIVANT HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING THROUGH COURSE OF PERFORMANCE, OR OTHERWISE, REGARDING THIS WEBSITE OR ANY OTHER INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PSIVANT DOES NOT PROMISE THAT THE WEBSITE, OR ANY INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THIS WEBSITE, WILL BE ACCURATE, RELIABLE, COMPLETE, ERROR FREE, OR COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. PSIVANT FURTHER MAKES NO REPRESENTATION OR WARRANTY REGARDING THE STATEMENTS, ACTS, OR OMISSIONS OF ANY THIRD PARTIES, THAT THE WEBSITE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, THAT THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE RESULTS OF USING THE WEBSITE WILL MEET YOUR EXPECTATIONS. WE DISCLAIM ALL EQUITABLE INDEMNITIES. YOU USE THIS WEBSITE AND ALL INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THIS WEBSITE SOLELY AT YOUR OWN RISK.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PSIVANT OR ITS RELATED COMPANIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, SUPPLIERS, OR SERVICE PROVIDERS (COLLECTIVELY, THE “PSIVANT PARTIES”) BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND SPECIAL DAMAGES OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, REGARDLESS OF THE FORM OR THE BASIS OF THE CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. NOTWITHSTANDING THE FOREGOING, PSIVANT’S AGGREGATE LIABILITY TO YOU OR ANY OTHER PARTY OR PARTIES CLAIMING WITH, UNDER OR THROUGH YOU, SHALL BE LIMITED TO $1,000 (USD), NOTWITHSTANDING ANY CLAIM THAT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NO CLAIM OR ACTION ARISING OUT OF OR RELATING TO THIS WEBSITE OR INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THIS WEBSITE OR OTHERWISE HEREUNDER MAY BE BROUGHT LATER THAN ONE (1) YEAR FROM THE DATE THE CLAIM OR CAUSE OF ACTION AROSE.
12. Links to Other Websites
13. User Feedback
Any feedback, suggestions, testimonials, reviews, ratings, questions, comments, ideas, notes, concepts, and other similar information relating to us or the Website that you provide to us in any form or media, including photos or videos (collectively, “Feedback”) will be considered non-confidential and non-proprietary to you. For the avoidance of any doubt, you hereby grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, transferable, perpetual license to use, reproduce, distribute, transmit, publish, disclose, and otherwise exploit such Feedback for any purpose, without compensation to you. However, we are not obligated to (i) use your Feedback in any way; (ii) maintain any Feedback in confidence; (iii) pay compensation for any Feedback; or (iv) respond to any Feedback. The term “Feedback” does not include personally identifiable information, such as your name, email address, physical address, phone number(s), and credit card information that you may provide to us; however, we may use and publish your name and/or geographic location alongside your review or testimonial if you provide that information to us. Psivant may remove any Feedback or other content on our Website at any time in our sole discretion and without notice to you.
14. Additional Terms
15. Governing Law and Jurisdiction
You agree that any claim, action, or proceeding arising out of this Agreement or your use of this Website, shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws.
16. Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY. YOU AND PSIVANT ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
- The arbitration of any claims or disputes hereunder shall be conducted in New York County, New York, USA, except that if you are an individual, the arbitration may be conducted in the county or parish of the billing address you provide to us (if applicable) or else in the county or parish of your primary residence. You or we may also choose to have the arbitration conducted by telephone, based on written submissions, or in person at another mutually agreed location. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. Each party will bear its own attorneys’ and experts’ fees in connection with any dispute governed by this Agreement.
- Unless you opt-out of arbitration as set forth below, and except with respect to the class arbitration waiver as set forth in Section 16.D below, the arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to interpretation, applicability, unconscionability, formation, arbitrability, and/or enforceability of this arbitration provision, including any challenge that the arbitration provision or the Agreement is void, voidable, or otherwise invalid. There is no judge or jury in arbitration, the arbitration will be subject to different rules than the rules that would apply in court, and court review of arbitration awards is very limited. However, the arbitrator will be empowered to grant whatever relief would be available in court under law or in equity (including injunctive and declaratory relief and statutory damages) and must follow the Agreement, as a court would. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
- You agree that an arbitration will be conducted on an individual, and not a class-wide, basis. An arbitrator will have no authority to certify a class or award class-wide relief. The arbitrator is authorized only to award relief on behalf of the individual parties and only to their extent of their individual claims. YOU ACKNOWLEDGE AND AGREE THAT UNLESS OTHERWISE AGREED IN WRITING BY YOU AND PSIVANT, WITH REGARD TO ANY CLAIMS HEREUNDER, YOU WILL NOT BE ENTITLED TO SEEK TO, AND AN ARBITRATOR OR COURT MAY NOT, JOIN OR CONSOLIDATE YOUR CLAIMS WITH ANY OTHER SIMILAR CLAIMS OF ANY OTHER PERSON OR PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
- If for any reason, a claim proceeds in court rather than arbitration under this Section 16, the claim shall be resolved exclusively in the appropriate state and federal courts located in New York County, New York. With respect to any non-arbitrable claims, both parties hereby irrevocably consent to the personal jurisdiction and venue of such courts and waive all objections to such courts on any basis, including without limitation inconvenience of the forum.
17. Entire Agreement
You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement without such consent will be null and of no effect. Psivant may assign or transfer this Agreement, at its sole discretion and without restriction.
19. Enforcement and Severability
20. Electronic Communications Notice
Sending us emails and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Website, satisfy any legal requirement that such communication be in writing. In order to retain copies of any electronic 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. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES AND TO ELECTRONIC DELIVERY OF NOTICES OR POLICIES INITIATED OR COMPLETED BY US OR VIA THE WEBSITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.
21. Your Comments and Concerns; Legal Notices
All other feedback, comments, requests for technical support, and other communications from you relating to this Website or the Agreement should be directed to [email protected].