These Terms and Conditions govern the use of this Website (“Website”), which is a website of Astria Therapeutics, Inc. (“Astria”, “we”, “us”, “our”) and our affiliates.
Astria may modify the Website and the rules and regulations governing its use, at any time. Modifications may be posted on the Website, and any such changes or modifications will be effective immediately upon posting of the revisions on the Website. By continuing use of the Website after such changes are made you will be accepting such changes. If you do not agree to any changes or modifications to these Terms and Conditions, your sole recourse is to stop using the Website.
1. Scope of Use: Astria will allow you to view and use the Website with an individual device for your informational, non-commercial use. Except as otherwise provided herein, no part of any content or software on the Website may be copied, downloaded or stored in a retrieval system for any other purpose, nor may it be redistributed for any purpose, without the express written permission of Astria. You understand that Astria may discontinue, change, or restrict your use of the Website for any reason without notice.
2. No Warranties: ALL CONTENT ON THE WEBSITE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. ASTRIA MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE WEBSITE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE WEBSITE AND THE CONTENT AVAILABLE ON THE WEBSITE IS AT YOUR SOLE RISK. ASTRIA MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE WEBSITE IS FREE OF VIRUSES.
THE ABOVE EXCLUSIONS MAY NOT APPLY IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES.
3. Limitation of Liability; Release: YOUR USE OF THE WEBSITE OR ANY CONTENT ON THE WEBSITE IS AT YOUR OWN RISK. ASTRIA, FOR OURSELVES AND OUR AFFILIATES, SPONSORS, LICENSORS, AND OUR OR THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE WEBSITE, EVEN IF ASTRIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH THE USE OF THE WEBSITE, OR THAT ARISES IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE WEBSITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, PANDEMICS OR SIMILAR EVENTS, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE WEBSITE, OR RELATED INFORMATION OR PROGRAMS.
YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE WEBSITE, ASTRIA, AND OUR SPONSORS, LICENSORS, DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND SUPPLIERS, AND ITS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND ALL OTHER RELATED PERSONS OR ENTITIES, FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, SUITS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE WEBSITE OR ANY OF ITS CONTENTS.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY” (OR ANY EQUIVALENT STATUTORY PROVISION WITH A SIMILAR IMPORT OR INTENT). IF YOU ARE A RESIDENT OF A STATE OTHER THAN CALIFORNIA, YOU EXPLICITLY WAIVE THE TERMS AND PROTECTIONS OF ANY STATUTE OF YOUR OWN STATE THAT HAS A SIMILAR IMPORT OR INTENT.
4. Indemnification: You agree to indemnify, defend and hold us, our affiliates, sponsors, and our and their respective independent contractors, service providers, consultants, directors, officers, employees and agents, and applicable third parties (such as licensors, partners and advertisers) (collectively, the “Indemnified Parties”) harmless from and against any actual or threatened suit, demand or claims, damages, costs, liabilities and expenses (including, but not limited to, damage awards, settlement amounts, and reasonable attorneys’ fees) brought against any Indemnified Parties, arising out of or relating to: (a) your use of the Website, the contents hereunder, the User Content (as defined below) or any other information (including Feedback, as defined below) available on the Website; (b) your conduct; (c) your failure to perform your obligations under these Terms and Conditions (including, but not limited to, your violation of these Terms and Conditions); and/or (d) your violation of the rights of any third party.
5. Trademarks: The trademarks, logos, and service marks (collectively, the “trademarks”) displayed on the Website are registered and unregistered trademarks of Astria and others. Nothing contained in the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to the trademarks. Unauthorized use of any trademark may be a violation of federal and state trademark laws.
6. Copyright: This Website is protected by United States’ and foreign copyright laws. Except for your informational, personal, non-commercial use as authorized above, you may not modify, reproduce or distribute the design or layout of the Website, or individual sections of the design or layout of the Website or Astria logos, without Astria’s written permission.
7. Links to Third Party Websites: This Astria Website may contain links to websites operated by other parties. The linked websites are not under the control of Astria, and Astria is not responsible for the content available on any other Internet websites linked to this Website. Such links do not imply Astria’s endorsement of material on any other website. When you leave the Website, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from this Website. Without limiting the generality of the foregoing, we shall not be responsible for and have no control over any privacy or security practices of any third-party Website’s collection, storage, use or disclosure of your information.
8. No Deep Linking: You agree that you are only authorized to visit and view pages of this Website for your own personal use, and that you shall not duplicate, download, publish, modify or otherwise distribute the material on this Website except for your personal use, unless otherwise specifically authorized by us in writing to do so. You also agree not to deep-link to the Website for any purpose, unless specifically authorized by us in writing to do so. The content and software on this Website is our property or that of our sponsors, suppliers, or licensors and is protected by U.S. and international copyright laws. We post a legal notice and various credits on pages of the Website, which may not be removed. Please do not remove this notice or these credits, or any additional information contained along with the notices and credits.
9. User Submissions: Certain areas of this Website may enable you to access online forums and to submit e-mails, or otherwise provide feedback to Astria. We provide the Website solely as a service provider, as such term is defined by various laws, including the Digital Millennium Copyright Act of 1998 (“DMCA”) and Section 230 of the Communications Decency Act (“CDA”). As such, although we prohibit certain activities in these Terms and Conditions, we do not control and take no responsibility or liability for any content posted, stored or uploaded by you or any third party (“User Content”), or for any loss or damage thereto, nor are we liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity or profanity you may encounter by use of the Website. Your use of the Website is at your own risk. As a provider of interactive services, we are not liable for any statements, representations or content provided by our users in any public gallery, forum, personal home page or other interactive area. We have no obligation to screen, edit or monitor any User Content posted on the Website. We also do not endorse, support, represent, approve, sponsor, or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content or Feedback (as defined below). In addition, Astria reserves the right, but not the obligation, to monitor, delete, move or edit content, in whole or in part, submitted to the forums that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of intellectual property, privacy, or other proprietary rights, in violation of these terms and conditions, or for any other reason.
10. Feedback: All Feedback will, to the maximum extent permissible under applicable laws, automatically become our sole property, and you hereby assign to us, exclusively and throughout the world, all rights, title, and interests in such Feedback, all intellectual property rights embodied therein, and otherwise, you hereby grant us a perpetual, irrevocable, worldwide, fully-paid up, royalty free, assignable, sublicensable license to use, reproduce, display, create derivative works of, make, sell, have made, have sold, import, export or otherwise exploit any such Feedback. You are not entitled to any acknowledgment, compensation or reimbursement in connection with such Feedback or grant of rights to same. By providing such Feedback, you acknowledge and agree that: (a) your Feedback does not contain your confidential or proprietary information or the confidential or proprietary information of any third party; (b) we are not under any obligation of confidentiality, express or implied, with respect to the Feedback; (c) we will be entitled to use or disclose (or choose not to use or disclose) any Feedback for any purpose, in any way, in any media worldwide; and (d) we may have something similar to the Feedback already under consideration or in development.
11. Prohibited Submissions and Acceptable Use: The Website is available for access and use by you solely for lawful purposes. Any action by you or associated with your account that we believe, in our sole and absolute discretion: (a) violates these Terms and Conditions; (b) violates any applicable law, statute, court order, regulation or ordinance (including, without limitation, those governing export control, consumer protection, unfair or deceptive practices, and false advertising); (c) restricts, inhibits, disrupts, interferes with, limits, or prevents access or use by anyone of the Website; or (d) through the use of the Website, abuses, defames, harasses, libels, disparages or threatens another user of the Website or any other third party, is strictly forbidden. You also may NOT:
12. Copyright Complaints: We respect the intellectual property rights of others. If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, please notify us at firstname.lastname@example.org.
13. Security: Certain sections of the Website may prompt you for login information for access, which may include a username or other registration identifier, and a password (“Login Credentials”). You are responsible for maintaining the confidentiality of your Login Credentials, and you are responsible for all uses of your Login Credentials, and any and all related charges incurred, if any, whether or not authorized by you.
14. Mobile and Internet Usage: By using the Website from your mobile phone, you understand that your wireless or internet services provider’s standard SMS, MMS and/or data rates will apply to your use of the Website. By using the Website, you agree to be responsible for any fees that are incurred as a result of your use of the Website. You hereby represent and warrant that you are the owner or authorized user of any mobile or other wireless device that you use to access the Website, and that you are authorized to approve all associated SMS, MMS and data charges.
15. Location & Governing Law: You agree that the laws of the Commonwealth of Massachusetts, without reference to its choice of law rules, will govern these Terms and Conditions and any dispute of any sort that might arise between you and Astria relating to the Website. Astria makes no representation that the information in the Website is appropriate or available for use in other locations, and access to the Astria Website from territories where the content of the Astria Website may be illegal is prohibited. Those who choose to access the Astria Website from other locations do so on their own initiative and are responsible for compliance with applicable local laws.
16. Violations and Additional Policies: Astria reserves the right to seek all remedies available at law and in equity for violations of the rules and regulations set forth in this Website, including the right to block access from a particular Internet address to the Website.
17. Termination: Notwithstanding any of these Terms and Conditions, we reserve the right, without notice and in our sole discretion, to terminate your license to use the Website, and to block or prevent future access to and use of the Website.
18. Communications between Astria and You: When you visit the Website or send emails to us, you communicate with us electronically and consent to receive communications from us electronically. We may communicate with you by: (a) email to your email address indicated in your communications with us, (b) posting general notices on the Website, or (c) posting messages that are displayed to you when you log in to or access the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
19. Notices; Contacts: All notices, demands and other communications hereunder shall be in writing and shall be effective upon receipt, provided that we may provide notice to you by posting announcements on the Website or sending an e-mail to you at the e-mail address that is currently associated with your account if you have one, or as otherwise provided under Section 18 (Communications between Astria and You) above. Any such e-mail notice to you will be deemed given on the day it is sent. Except as specified in the next sentence, all notices to us of a legal nature shall be in writing and shall be sent by certified first-class U.S. mail, return receipt requested, to:
Astria Therapeutics, Inc.
75 State Street
Boston, MA 02109
All notices regarding copyright or other intellectual property infringement issues shall be sent in accordance with our intellectual property policy described above under the heading “Copyright Complaints.” If you have any questions about these Terms, then please contact us at or at email@example.com or the address set forth above.
20. Assignment: You will not assign any of your rights and obligations under these Terms and Conditions without our prior written consent. We reserve the right to assign or transfer our rights and obligations under these Terms and Conditions.
21. Void Where Prohibited: Astria reserves the right to restrict the sale or use of our products or services to any person, geographic region or jurisdiction or otherwise. Any offer made on the Website is void where prohibited.
22. Severability: If any provision of these Terms and Conditions is found to be void or unenforceable, then the remainder will have full force and effect, and the invalid provision will be partially enforced to the maximum extent permitted by law to effectuate the purpose of these Terms and Conditions.