Effective and last updated: September 30, 2016
Acceptance of Agreement and Permission to Use the Chiasma Website
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING ANY PART OF THE WEBSITE, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THIS AGREEMENT AS AMENDED FROM TIME TO TIME. IF, AT ANY TIME, YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THE WEBSITE. This Agreement is a legal agreement between you, the user (“you,” “user,” or “visitor”) and Chiasma, Inc. (“Chiasma,” “us,” or “we”), as the owner and operator of the Website.
You may only use the Website for the purposes stated in this Agreement. We may terminate, change, suspend, or discontinue any aspect or feature of the Website at any time. Unless expressly stated by us, any new features, services, enhancements, or modifications to the Website implemented after your initial access will be subject to the terms of this Agreement. Upon your violation of this Agreement, your permission to access and use the Website may be immediately revoked and we reserve all rights we may have in law or equity.
We reserve the right to change the terms of the Agreement at any time. We will endeavor to notify you of any change by either a notice on the Website, email, or some other means, but our failure to do so will not limit the enforceability of any change. Access to or use of any of the Website constitutes acceptance of the most recent version of the Agreement.
Use of the Website
You agree not to use the Website to upload, post, transmit, or otherwise make available: content that infringes, misappropriates, or otherwise violates any patent, trademark, copyright, or other proprietary right of any party; content that is unlawful, threatening, harassing, defamatory or otherwise objectionable; content that you do not have a right to make available under any law or under contractual or fiduciary relationships; any unsolicited communications, advertising, or promotional materials not authorized by us; any material that contains software viruses or computer codes, files, or programs designed to interrupt, destroy, or limit functionality. You agree not to use any device or routine to interfere or attempt to interfere with the proper working of, or any person’s use of, the Website. You agree not to obtain information or content from the Website using any robot, spider, scraper, or other automated means for any purpose. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure supporting the Website, or any connected systems or networks. You agree that you will not use the Website to intentionally or unintentionally violate any applicable local, state, national, or international law, upload any content other than those of a personal nature, deliver unsolicited bulk email or impersonate any person or entity or otherwise misrepresent yourself. You will not use automated systems to collect information from the Website. You will not use any mail or other communications features of the Website to send unsolicited bulk email or any other communication to any person that has asked you not to contact them by such means.
Privacy and Security
While we have implemented measures designed to protect against the unauthorized access, interception, loss, misuse, and/or alteration of the information under our control, we do not guarantee that events of unauthorized access, interception, loss, misuse, and/or alteration of the information under our control will not occur. In the event of any unauthorized access, interception, or other misuse, we will not be responsible for such unauthorized access, interception, or misuse, or any direct, indirect, special, incidental, consequential, or other damages (including lost profits) suffered by a patient or user, even if we have previously been advised of the possibility of such damages. We do not warrant, either expressly or impliedly, that the information provided by any user shall be free from unauthorized access, interception, or misuse.
Proprietary Rights and Ownership
Except for software or content that is identified as open source or in the public domain, all software and content that is part of the Website is our property or property of our suppliers and is protected by United States and international patent, trademark, copyright, and other similar laws. The trademarks CHIASMA, TPE, MYCAPSSA, OCTREOLIN, CAPTREOLIN, CAPTREOTIDE, OCTAQUEL, KINEIGHT and others, and our other product names, company names, logos, and other proprietary marks of our affiliated companies, licensors, and partners are trademarks of those affiliated companies, licensors, and partners. This Agreement does not grant you any right, title, or interest in those marks except to display them on your computer or mobile device in connection with your individual use of the Website. When you download or print content or software, all accompanying patent, copyright, trademark, and other proprietary notices continue to apply and should be retained. As between you and us, we retain title and ownership of the Website, all derivative works and all subsequent copies of the Website, regardless of the form or media in which the original and other copies may exist. Except to the extent permitted under any applicable open source software license, unauthorized copying of the Website, including modifying, merging, or including with other software is expressly forbidden. You may not sell or modify, reproduce, display, publicly perform, distribute or otherwise use the Website or its content in any way for any public or commercial purpose. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this Agreement. There are no implied licenses under this Agreement. All rights not expressly granted herein are reserved. This section shall survive the termination of the agreement.
Limitation of Liability
The Website is provided on an “as is” basis without any warranties of any kind. To the extent allowed by law, we disclaim all other warranties, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose with regard to the Website. No oral or written information or advice given by us, any dealers, distributors, agents, or employees shall create a warranty or in any way increase the scope of this warranty, and you may not rely on any such information or advice. NEITHER WE NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE WEBSITE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES (“DAMAGES”) FROM THE USE OF, INABILITY TO USE, OR RELIANCE ON, OR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, THE WEBSITE EVEN IF WE OR OUR AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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 or warranties, remedies, or liability contained in this Agreement apply to you to the fullest extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.
You agree to indemnify, defend, and hold us harmless (including our officer, directors, agents, representatives, and employees) from any claim, liability, loss, expense, or demand, including legal fees, related to your violation of this Agreement.
This Agreement is effective until terminated by us. This Agreement will terminate automatically without notice from us if you fail to comply with any provisions of this Agreement.
The Website is offered as a service in the United States, and is intended for access and use by people in the United States. If you live outside the United States, you may see information on the Website about products and services that are not approved or marketed in your country. If you are outside of the United States, you consent to having your personal data transferred to and processed in the United States.
Chiasma does not practice medicine or provide medical services or advice, and the information on the Chiasma Website is not to be construed as medical, legal, investment, or other advice. You should consult your healthcare professional for medical advice, and other advisors as appropriate.
The Website contains express or implied forward-looking statements, which are based on current expectations of management. These statements relate to, among other things, our expectations regarding management’s plans, objectives, and strategies. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. Chiasma assumes no obligation to update any forward-looking statements contained in the Website in the event of changing circumstances or otherwise, and such statements are current only as of the date they are made.
Chiasma may make improvements and/or changes to the Website at any time. Although we attempt to periodically update information on the Website, the information provided on or through the Website may occasionally be inaccurate, incomplete or out of date. Chiasma does not have a duty to update information contained in this website, and Chiasma will not be liable for any failure to update such information. We make no representation as to the completeness or accuracy of any information on the Website, nor do we make any representation that the information on the Website is current, and we undertake no obligation to update or revise the information contained on the Website, whether as a result of new information, future events or circumstances, or otherwise. It is your responsibility to verify any information contained in the Website before relying upon it.
You agree that our software will not be shipped, transferred, or exported into any country or in any manner prohibited by the United States Export Administration Act or any other export law, restriction, or regulation. This Agreement is governed by the laws of the Commonwealth of Massachusetts. You and we agree that the federal and state courts residing in Middlesex County, Massachusetts, will have exclusive jurisdiction over any legal action or proceeding related to this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You will comply with any and all applicable state and federal laws and regulations in your use of the Website.
This Agreement constitutes the entire Agreement between us and supersedes all prior agreements or understandings, whether written or oral, with respect to the subject matter of this Agreement. If any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. This Agreement, and the rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. We will not be liable in any amount for failure to perform under this Agreement if such failure is caused by fire, flood, earthquakes, tornadoes, war, acts of God, terrorist acts, or the occurrence of any other unforeseen contingency beyond our control. No agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by this Agreement.
Comments and Suggestions
We appreciate comments and suggestions from users of the Website. However, any information you submit will be considered non-personal, non-confidential, and non-proprietary. You hereby grant and will grant to us an unrestricted, fully paid-up, sub-licensable, transferable, royalty-free, irrevocable right to use, reproduce, display, perform, create derivative works of, transmit, distribute, and otherwise exploit your comments and suggestions in any medium and for any purpose.
If you have any questions, comments, or concerns about this Agreement or the Website, please contact us via email at [email protected]. However, please note that communications made through the Website’s email and messaging systems shall not be deemed to constitute legal notice to us or any of our officers, employees, agents, or representatives in any situation where notice to us is required by contract or any law or regulation.