ASCEND THERAPEUTICS

TERMS AND CONDITIONS

Revised: 20-April-2021

This website has been developed as a service of ASCEND Therapeutics US, LLC (“ASCEND”). By accessing and using the web site located at http://www.ascendtherapeutics.com (the “Web Site”), you agree to be bound by the Terms and Conditions (hereinafter, the “Terms” or “Agreement”) in effect at the time of each such access or other use.  You also acknowledge that ASCEND may, from time to time, in its sole discretion and without notification to you, change these Terms. You should review the Terms each time you visit or use the Web Site. If you do not agree to these Terms, do not use the Web Site. As used in these Terms, “we” includes ASCEND, its subsidiaries, affiliates, and any third-party vendors we hire to assist in the administration of the Web Site, the collection, cataloging and/or analysis of data.

License and Access to the Web Site

No person under the age of eighteen (18) is authorized to access or use this Web Site.  User access to, and use of, the Web Site is subject to all applicable federal, state, and local laws and regulations.  Use of this Web Site is void where prohibited.  By using this Web Site, you represent and warrant that you are eighteen (18) years of age and that you have the right, authority, and capacity to enter into this Agreement and abide by the Terms.

This Web Site provides information that must not be used as a substitute for the advice of your own physician (“Your Own Physician”). Information available from the Web Site is not intended to be used to diagnose any medical condition or disease. Always consult Your Own Physician directly concerning any health problem, medical condition, or disease, and before taking any new medication or changing the dosage of medications you are currently taking. Always carefully read the information provided with your medications.

ASCEND grants you a limited, non-transferable license to access and use the Web Site. This license shall not include any resale or commercial use of the Web Site or its contents; any derivative use of the Web Site or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including ASCEND’s, text, page layout, or form) of ASCEND or our affiliates without our prior express written consent.

ASCEND accepts no liability for the accuracy or completeness or use of, nor any obligation to update, the information contained on this Web Site. We make no guarantees regarding the availability of the Web Site.  Furthermore, we reserve the right, within our sole discretion, to discontinue the Web Site. You agree that we will not be liable to you for any such discontinuance or modification of the Web Site.  Any rights not expressly granted by these Terms are reserved by us.

You are under no obligation to use or continue to use the Web Site and may temporarily or permanently cease using the Web Site without notice to ASCEND. Any use of the Web Site, or any portion thereof, in violation of the foregoing shall constitute a violation of these Terms and may result in, among other things, termination or suspension of your rights to use the Web Site or any portion thereof.

Click-Through Agreements

 Before using certain areas of the Web Site you may be asked to indicate your acceptance of additional special terms and conditions by clicking a button marked,  “I Accept,” “I Agree,” “Okay,” “I Consent” or other words or actions that similarly acknowledge your consent or acceptance of a Click-Through Agreement. To the extent there is a conflict between these Terms and any Click-Through Agreement, the Click-Through Agreement will govern.

 Restrictions on Your Use

 All content within the Web Site and any materials made available on these pages for downloading, if any, are the property of ASCEND and/or its affiliates or other third parties.  The Web Site and portions of the Web Site are protected by copyright and trademark laws.  This Agreement does not grant any license to modify or alter the materials on the Web Site that are viewed, downloaded, or otherwise accessed by you.  You shall keep intact all proprietary notices, including copyright notices, contained on any downloadable materials.  You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any and all harm resulting from your use of the Web Site.

Do not submit, post, or otherwise transmit via the Web Site information that is proprietary or confidential of third parties (whether by law or by contract) or that you otherwise do not have the legal right to use. Any information, content, or other material, including, but not limited to, any feedback, data, answers, questions, comments, suggestions, plans, ideas, user reviews or the like, which you send to us will be treated as being non-confidential and non-proprietary. We assume no obligation to protect confidential or proprietary information (other than those outlined in our Privacy Policy) from disclosure.

Intellectual Property Ownership

 Any and all intellectual property rights associated with the Web Site, including, without limitation, design, texts, graphics, pictures, video, information, applications, software, music, sound, and other files contained therein or related thereto, and the arrangement thereof, any inventive concepts, know-how, publicity rights, trademarks, trade-dress, trade secrets, copyrights, and patents (“Intellectual Property”) are the sole property of ASCEND or third parties. Except as otherwise expressly authorized by these Terms, you may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property of the Web Site in any way without the express written consent of ASCEND or the express written consent of the appropriate third party, as applicable. Except as provided herein, ASCEND does not grant to you any express or implied rights to ASCEND or any third party’s Intellectual Property.

 Privacy Policy

 Any personal information or other information about you collected by ASCEND through, or in connection with, this Web Site is subject to our Privacy Policy. The ASCEND Privacy Policy is incorporated into the terms of this Agreement by this reference.  As indicated in these Terms, this Web Site is designed for adults of legal age (18 years and over). For questions about our online privacy policy for children please refer to the Privacy Policy.

Links

 This Web Site may provide or include links to other world wide web sites or resources. While ASCEND attempts to provide links only to third-party websites that comply with all applicable laws and regulations and ASCEND’s standards, please understand that the content on these third-party websites is subject to change without notice to ASCEND. Because we have no control over such sites and resources, you acknowledge and agree that ASCEND is not responsible for the availability of such external sites, or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. YOU FURTHER ACKNOWLEDGE AND AGREE THAT ASCEND SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY, OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS, SERVICES OR SITES AVAILABLE ON OR THROUGH ANY SUCH SITE OR RESOURCE.

ASCEND prohibits caching of any portion of the Web Site and any unauthorized hypertext links to the Web Site. We reserve the right to disable any unauthorized links or frames. If you desire to provide a hyperlink from your website to the Web Site, you must contact ASCEND to discuss mutually agreeable terms for such hyperlink.

Geographic Restrictions

 The owner of this Web Site is based in the State of New Jersey in the United States. We provide this Web Site for use by persons located in the United States. We make no claims that the Web Site or any of its content is accessible or appropriate outside of the United States. Access to the Web Site may not be legal by certain persons or in certain countries. If you access the Web Site from outside of the United States, you do so on your own initiative and are so responsible for compliance with local laws.

 Exclusion of Warranty

Any use of the Web Site or reliance upon any of the information contained therein, and any use of the Internet generally shall be at your sole risk. ASCEND disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information accessible by use of the Web Site.

ASCEND PROVIDES CONTENT ON THE WEB SITE AS A SERVICE TO YOU. THE WEB SITE CANNOT AND DOES NOT CONTAIN INFORMATION ABOUT ALL MEDICAL CONDITIONS AND MAY NOT CONTAIN ALL INFORMATION THAT IS APPLICABLE TO YOUR PERSONAL CIRCUMSTANCES. THE WEB SITE IS NOT INTENDED FOR DIAGNOSIS AND SHOULD NOT BE USED AS A SUBSTITUTE FOR CONSULTATION WITH YOUR OWN PHYSICIAN.

ASCEND MAKES NO WARRANTY OF ANY KIND REGARDING THE WEB SITE AND/OR ANY MATERIALS PROVIDED ON THE WEB SITE, ALL OF WHICH ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. ASCEND DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THE WEB SITE AND EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.  ASCEND DOES NOT WARRANT THAT THE WEB SITE, ITS SERVERS, OR ANY E-MAIL SENT FROM IT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

NEITHER ASCEND, NOR ITS AFFILIATES, MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING (1) THE OPERATION OR PERFORMANCE OF THE WEB SITE, (2) ANY INFORMATION, GOODS, OR SERVICES, OBTAINED THROUGH, ADVERTISED OR RECEIVED THROUGH THE WEB SITE OR ANY LINKS PROVIDED BY OR THROUGH THE WEB SITE; (3) THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE WEB SITE; OR (4) THE INTERNET GENERALLY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION AND THAT MAY NOT BE LIMITED BY THESE TERM, PROVIDED HOWEVER YOU AGREE AND ACKNOWLEDGE THAT TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU WAIVE ANY SUCH STATUTORY RIGHTS WITH RESPECT TO IMPLIED WARRANTIES.

Limitation of Liability

ASCEND ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE WEB SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE WEB SITE. IN NO EVENT SHALL ASCEND BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGES, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY USE OF THE WEB SITE OR CONTENT FOUND THEREIN.

Jurisdictional Issues

Although this Web Site is accessible worldwide, not all information, products or services discussed or referenced herein are available to all persons or in all geographic locations. This Web Site is controlled and operated by ASCEND from its offices within New Jersey. ASCEND makes no representation that materials on the Web Site are appropriate or available for use in other locations. Those who choose to access this Web Site from other locations do so on their own initiative and are responsible for compliance with local laws.

Choice of Law and Forum

These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, United States of America, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms shall be filed only in the state or federal courts located in New Jersey, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purposes of litigating such claim or action.

Indemnity and Release

By using this Web Site, you agree to indemnify ASCEND and its parents, subsidiaries, affiliates, and their respective officers, directors, managers, and employees and hold them harmless from any and all claims and expenses, including attorneys’ fees, arising from your use of the Web Site or any breach of this Agreement. By using the Web Site, you are hereby agreeing to release ASCEND and its parents, subsidiaries, affiliates, and their respective officers, directors, managers and employees from any and all claims, demands, debts, obligations, damages (actual or consequential), costs and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to your use of the Web Site.

Severability and Integration

Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and ASCEND with respect to this Web Site and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and ASCEND with respect to this Web Site. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties and the remaining portion shall remain in full force and effect.

Changes to the Terms

We may periodically modify and supplement these Terms and the notice provided to you will be the updating of these Terms. You are responsible for regularly checking these Terms for revisions. All amended Terms become effective upon our posting to the Web Site, and any use of the Web Site after such revisions have been posted signifies your consent and agreement to the modified Terms.