Welcome to the website maintained by Avalyn Pharma Inc. (“Avalyn,” “we,” “us,” and “our”) located at https://www.avalynpharma.com/ (the “Site”). Please read these Terms of Use (the “Terms”) carefully because they govern your use of the Site. This website is intended only for users who reside in the United States of America and who are 18 years of age or older.
Agreement to Terms
By using the Site, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Site.
Changes to Terms or Site
We may modify the Terms at any time, in our sole discretion. If we do so, we will let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Site after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Site anymore. Because the Site is evolving over time, we may change or discontinue all or any part of the Site, at any time and without notice, at our sole discretion.
Privacy Policy
Please refer to Avalyn’s Privacy Policy, located at https://avalynpharma.com/privacy-policy/, on how Avalyn collects, uses and discloses information from the users. Please review the Privacy Policy before submitting any information to Avalyn.
Proprietary Rights
Avalyn and its licensors exclusively own all right, title and interest in and to the Site, including all associated intellectual property rights. You acknowledge that the Site, and the content and information on the Site, is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site. You may view, download, copy and print materials and information on the Site solely for your own non-commercial, personal, and informational use. You may not modify, redistribute, or republish any information you obtain on the Site without Avalyn’s prior written permission. Nothing contained herein shall be construed as conferring to you by implication, estoppel or otherwise any license or right under any patent, trademark, copyright or other property right of Avalyn or any third party. All copyright, trademark, and other proprietary notices appearing on the Site content must be retained on any copies you make. In addition, all trademarks and logos displayed on the Site are the property of Avalyn or its business partners. You are not permitted to use these marks or logos without the prior written permission of Avalyn.
Although Avalyn is not obligated to monitor access to or use of the Site, Avalyn has the right to do so for the purpose of operating the Site, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. Avalyn has the right to investigate violations of these Terms or conduct that affects the Site. Avalyn may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Submission of Information
This website is not intended to and does not enable users to post to the website. However, you may contact us through our “Contact Us” or “Contact” pages or by emailing us at one of the email addresses provided. Except as expressly agreed to in a writing signed by an authorized officer of Avalyn, or as may otherwise be required by law, any information that you submit or transmit to us, through this website or through any other means, including but not limited to any data, comments, suggestions, ideas or improvements (collectively, “Feedback”), is submitted by you without restriction, and will be treated as non-confidential and non-proprietary information. You hereby grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free, sublicensable and worldwide license to exploit the Feedback in any manner and for any purpose, including to improve the website, develop our product candidates and create other services.
Links to Third Party Websites or Resources
The Site may contain links to third-party websites or resources. Such third-party websites are not under the control of Avalyn, and Avalyn provides these links only as a convenience and does not review, approve, or endorse any such linked third party websites. Avalyn is not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
Termination
Avalyn may terminate your access to and use of the Site, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of the Site, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
Warranty Disclaimers
The content and information contained on the Site may provide general information about Avalyn, Avalyn’s research and development activities and/or Avalyn’s product candidates, and are presented for informational purposes only. The content and information on the Site are in no way intended to replace professional medical advice, diagnosis or treatment. You should NOT rely on the information and materials on this website in deciding on a treatment plan, drug usage, or any other medical decision. Your doctor is the best resource for medical advice and information. Avalyn assumes no responsibility for the accuracy or reliability of the content or information on the Site. The content or information on the Site at times may become out of date or include omissions or other errors. Avalyn may change the information provided on the website at any time without notice.
THE SITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, AVALYN EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Avalyn makes no warranty that the Site will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Avalyn makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any content or information on the Site.
Limitation of Liability; Indemnity
NEITHER AVALYN NOR ANY OF ITS DIRECTORS, EMPLOYEES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE (OR THE MATERIALS, INFORMATION OR LINKS IT CONTAINS), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT AVALYN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AVALYN AND YOU.
You expressly agree that your use of this website is at your own risk. You agree to indemnify, defend and hold harmless Avalyn, its affiliates, directors, officers, employees, licensors, licensees, collaborators, representatives, agents, and successors from and against any and all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and witness fees and costs) that they may suffer as a result of any claims, demands, actions or other proceedings made or instituted by any third party arising out of, resulting from or connected with: (a) your use of the website in a manner not authorized by these Terms; (b) your violation of any portion of these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property, confidentiality, or privacy, in connection with your use of the website; or (d) any dispute or issue between you and any third party in connection with your use of the website. If you are a California resident, you shall and hereby do 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.”
Severability
If any provision of these Terms is found to be illegal, invalid or unenforceable, that provision shall be deemed severed and shall not affect the validity and enforceability of the remaining terms and conditions.
Governing Law & Dispute Resolution
These Terms and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The parties expressly consent to personal and exclusive jurisdiction in the federal and state courts located in the State Court located in Delaware.
General Terms
These Terms constitute the entire and exclusive understanding and agreement between Avalyn and you regarding the Site, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Avalyn and you regarding the Site. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Avalyn’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Avalyn. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Any notices or other communications provided by Avalyn under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Any communication or material you transmit to Avalyn via the Site, other than personally identifiable information, will be treated by Avalyn as non-confidential and non-proprietary. Thus, in the absence of a written agreement with Avalyn to the contrary, you agree that you will not submit to Avalyn any information or ideas that you consider to be confidential or proprietary.
Contact Information
If you have any questions about Avalyn or these Terms, please contact Avalyn at:
Avalyn Pharma, Inc.
info@avalynpharma.com