IMBRIA PHARMACEUTICALS, INC.
WEBSITE TERMS OF USE

Updated: April 23, 2020

These terms and conditions (the “Terms”) govern your use of and access to any content, applications and features made available by Imbria Pharmaceuticals, Inc. (“Imbria”, “we” or “us”) via the website www.imbria.com (collectively, the “Website”). Please read these Terms carefully, as they include important information about your legal rights.

By accessing the Website, you are agreeing to these Terms. For purposes of these Terms, “you” and “your” means you as the user of the Website. You must be at least 18 years of age or older to access the Website.

  • 1. No Professional Advice. 
  • 1.1 The content, information and materials on the Website are intended to be a general information resource in regard to the subject matter covered, and are not intended to diagnose, treat, cure, or prevent any disease. You are encouraged to confirm the information contained herein with other sources, and to review the information carefully with your professional healthcare provider. We are not engaged in rendering medical or similar professional services or advice via the Website, and the information provided is not intended to replace professional advice or medical advice offered by a physician or other professional healthcare provider. If you desire or need such services or advice, you should consult a professional healthcare provider.  Imbria does not recommend or endorse any specific drugs, tests, physicians, products, procedures, and opinions. You should not construe our publication of any content on the Website as an endorsement by Imbria of the views expressed herein, or any warranty or guarantee of any strategy, recommendation, treatment, action or application of medication or preparation made by the author of the content. Imbria is not responsible for any health problems that may result from information or advice you receive through using the Website or from participating in the Website. If you rely on any information you receive or learn about through the Website, you agree that you do so at your own risk and are voluntarily participating in these activities.
  • 2. Our Privacy Policy
  • 2.1 Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use our Website. For an explanation of our privacy practices, please visit our Privacy Policy at https://imbria.com/privacy-policy/.
  • 3. Rights We Grant You
  • 3.1 Restrictions on Your Use of the Website. You may not do any of the following: (a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Website; (b) duplicate, decompile, reverse engineer, disassemble or decode the Website (including any underlying idea or algorithm), or attempt to do any of the same; (c) use, reproduce or remove any copyright, trademark, trade names, slogan, logos, images, service marks or other proprietary notations displayed on or through the Website; (d) use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Website; (e) exploit the Website for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;  (f) use the Website in any manner that could disable, overburden, damage, disrupt or impair the Website or interfere with any other party’s use of the Website or use any device, software or routine that causes the same; (g) attempt to gain unauthorized access to, interfere with, damage or disrupt the Website, or the computer systems or networks connected to the Website; (h) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Website; (i) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Website to monitor, extract, display, download, transmit, publish, copy or collect information or data from or through the Website, or engage in any manual process to do the same;  (j) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (k) use the Website for illegal, harassing, offensive, unethical, or disruptive purposes; (l) violate any applicable law or regulation in connection with your use of the Website; or (m) use the Website in any way not expressly permitted by these Terms.
  • 4. Ownership and Content
  • 4.1 Ownership of the Website. The Website and its content, including all text, graphics, images, logos, designs, artwork, proprietary content, code, information and other materials, are protected under copyright, trademark and other intellectual property laws. Modification or use of any of the foregoing for any purpose not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other applicable laws and the intellectual property rights of Imbria and/or its licensors.  You agree that Imbria and/or its licensors own all right, title and interest in and to the Website (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. Without limiting the generality of the foregoing, you agree not to use, download, publish, modify, distribute, create derivative works of or reproduce in any way any copyrighted material, trademarks or other proprietary information belonging to Imbria or others without obtaining the prior written consent of the owner of such rights.  We and our licensors reserve all rights in connection with the Website and its content, including, without limitation, the exclusive right to create derivative works.
  • 4.2 Ownership of Trademarks. The Imbria name, logo and all related names, logos, product and service names, designs and slogans are trademarks of Imbria or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
  • 4.3 Submissions.  You hereby grant to Imbria a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, and fully transferable and sub-licensable license and right to use, display, distribute, publish, reproduce and create derivative works of, for any purpose, all submissions, remarks, suggestions, ideas, graphics, items, data, pictures, files, materials or other content or information uploaded, displayed, posted, made available or otherwise communicated by you to Imbria, another user of the Website, or the Website’s third-party server, through the Website (“Submissions”), without compensation to you or any other person.  You represent and warrant that, with respect to each Submission: (a) you own or control all of the rights to such Submission and your use and communication to us and our use of the Submission does not and will not violate any law, rule or regulation, and you have the right to grant the license granted above; (b) such Submission does not contain any virus, malware, or the like; and (c) such Submission does not violate these Terms or the rights of any third party.  Imbria will have no obligation to treat any Submission as confidential, and will not be liable for any use thereof, including any similar materials or ideas used in its business.  Imbria may remove or delete any Submission at its sole discretion, including any Submission that in its sole judgment violates these Terms, and including any Submission that it deems to be offensive or illegal or that may harm or threaten the safety of any person.  Imbria does not control or endorse any Submissions and disclaims all liability relating to Submissions. Personally identifiable information that may be received on or through the Website is provided voluntarily by you, and may be used by Imbria in accordance with Imbria’s Privacy Policy.  You acknowledge and agree that you are responsible for all of your Submissions, including its legality, reliability, accuracy, appropriateness, originality and copyright.
  • 5. Third Party Website and Materials
  • 5.1 Use of Third-Party Materials in the Website. The Website may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third-party websites. By using the Website, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you, and are provided “AS-IS”.  Third Party Materials and your use thereof may be subject to additional terms and conditions or agreements between you and the provider of such Third-Party Materials, and you agree to fully comply with all such additional terms, conditions and agreements.
  • 6. Disclaimers
  • 6.1 Disclaimers. Your access to and use of the Website are at your own risk. You understand and agree that the Website is provided to you on an “AS-IS” and “AS-AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Imbria, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Imbria Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Imbria Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Website; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Website; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the Website will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from the Imbria Entities or through the Website, will create any warranty or representation not expressly made herein.
  • 7. Limitations of Liability
  • 7.1 Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE IMBRIA ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE WEBSITE), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE WEBSITE OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE IMBRIA ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  • 8. Indemnification
  • 8.1 Indemnification. By entering into these Terms and using the Website, you agree that you shall defend, indemnify and hold the Imbria Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your use of the Website; (d) your negligence or wilful misconduct; or (e) any Submission, or our use thereof by any Imbria Entity.
  • 9. ARBITRATION AND CLASS ACTION WAIVER
  • 9.1 Informal Process First. You agree that in the event of any dispute between you and the Imbria Entities, you will first contact Imbria and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
  • 9.2 Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of Imbria’s services and/or products, including the Website, will be resolved by arbitration. You and the Imbria agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under the Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to the Terms, you and Imbria are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Imbria will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis. An arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law.
  • 9.3 Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules.
  • 9.4 Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to privacy@imbria.com. The notice must be sent to Imbria within thirty (30) days of your agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, Imbria also will not be bound by them.
  • 10. Additional Provisions
  • 10.1 Updating These Terms. We may modify these Terms from time to time in which case we will update the “Updated” date at the top of these Terms. It is your sole responsibility to review the Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Website after the modifications have become effective will be deemed your acceptance of the modified Terms.
  • 10.2 Termination. If you breach any of the terms of these Terms, your right to use the Website and/or any services provided on the Website, and all licenses granted by Imbria, if any, to you, will terminate immediately and automatically. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by Imbria or you. Termination will not limit any of Imbria’s other rights or remedies at law or in equity.
  • 10.3 California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Website of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
  • 10.4 Severability. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
  • 10.5 Miscellaneous. These Terms and the licenses granted hereunder may be assigned by Imbria but may not be assigned by you without the prior express written consent of Imbria. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Website is operated by us in the United States. Those who choose to access the Website from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. The Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules. Except as otherwise expressly provided in these Terms, all arbitration and other litigation of any dispute between you and Imbria related to these Terms shall be located in Boston, Massachusetts, USA.  These Terms, together with the Privacy Policy, constitute the entire agreement between the parties relating to the use of the Website.
  • 10.6 How to Contact Us. You may contact us regarding the Website or these Terms at:

Imbria Pharmaceuticals, Inc.

Park Plaza #439

Boston, MA 02116

United States

Attention: Chief Legal Officer

email: privacy@imbria.com