Terms of Use - Orchard Innovations

Welcome to Orchard Innovations. Please read the following terms and conditions of use (the “Terms of Use”) carefully before using this website. Your use of this Website is subject to, and constitutes acceptance of, the conditions included in these Terms of Use.

GENERAL. This website at https://orchard-innovations.com/index.html and its subdomains (“this “Website”) is provided by Orchard Innovations, LLC (“we”, “us”, “our” or “Orchard Innovations”) for the convenience of visitors to our website. Nothing on this website should be construed as an offer to form a binding contract, as a grant of any license or as a transfer of any intellectual property. Your use of this website is at your own risk. Notwithstanding any other provision herein, Orchard Innovations reserves the right, in the event of a violation of these Terms of Use, to protect its rights, property and interests to the maximum extent permitted by law.

FORWARD-LOOKING STATEMENTS. This Website may contain forward-looking statements about Orchard Innovations, financial and operating performance, business plans and prospects and product candidates currently in development that involve substantial risks and uncertainties. Actual results could differ materially from the expectations and projections set forth in those statements. Such risks and uncertainties include, among other things, the uncertainties inherent in pharmaceutical research and development; risks and uncertainties related to the acceptance and success of projects; Orchard Innovations’ ability to successfully complete pre-clinical or clinical development of its product candidates; decisions by regulatory authorities regarding whether and when to approve Orchard Innovations’ product candidates; competitive developments; Orchard Innovations’ ability to successfully commercialize its product candidates, if approved; challenges to the validity and enforcement of Orchard Innovations’ patents; governmental laws and regulations affecting healthcare, including, without limitation, regarding pharmaceutical product access, pricing and reimbursement; and general economic conditions. Orchard Innovations assumes no obligation to update any forward-looking statements as a result of new information, future events or otherwise.

COPYRIGHTS AND TRADEMARKS. This Website, and the information which it contains, is the property of Orchard Innovations and its affiliates and licensors, and is protected from unauthorized copying and dissemination by United States copyright law, international conventions and other intellectual property laws. All trademarks and logos appearing on this Website are the property of their respective owners. Nothing on this Website should be construed to grant any license or right in or to any trademarks, logos or other intellectual property rights. All rights are reserved by the owners of each trademark, service mark, logo or other intellectual property, except as otherwise described in these Terms of Use.

PRIVACY. Your use of this Website, and any information (including, without limitation, personal information) you submit to Orchard Innovations, through or in connection with this Website, is subject to Orchard Innovations’ Privacy Policy, which is available through this Website. Our Privacy Policy is hereby incorporated by reference into these Terms of Use. The sender of any information to Orchard Innovations is solely responsible for its content, including, without limitation, its accuracy, truthfulness and non-infringement of any other person’s legal rights.

DATED INFORMATION. While Orchard Innovations may periodically update or correct information presented on this Website, such information may include typographical errors and/or technical inaccuracies and/or omissions. Orchard Innovations makes no representation or warranty as to the accuracy of any information on this Website and expressly disclaims any obligation to update such information. Orchard Innovations also reserves the right to make additions, deletions or modifications to any information at any time and from time to time without any prior notice.

SUBMITTED MATERIALS. Unless specifically requested, Orchard Innovations does not solicit, nor does Orchard Innovations wish to receive, any confidential, secret or proprietary information or other material from you through this Website, by email, or in any other way. Any materials submitted or sent on or through this website in any manner (collectively, “Submitted Materials”) will be deemed not to be confidential or secret and may be used by us in any manner consistent with these Terms of Use and our Privacy Policy. By submitting Submitted Materials on this website, you: (i) represent and warrant that you either own your Submitted Materials, or that you have the necessary licenses, rights, consents and permissions to use such Submitted Materials and submit them to this website; and (ii) you grant Orchard Innovations a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use such material (in whole or part) in any manner and/or to incorporate it (in whole or in part) in other works (including, without limitation, this Website), products or services in any form, media, or technology now known or later developed. Orchard Innovations is not obligated to review any Submitted Materials. Orchard Innovations cannot be responsible for maintaining any Submitted Material you provide to this website, and we may delete or destroy any such Submitted Material at any time.

LINKS TO OTHER WEBSITES. This Website contains links to websites maintained by other companies. Orchard Innovations provides these links to you only as a convenience. The inclusion of any link does not imply that Orchard Innovations endorses any third-party website or third-party company or product. Orchard Innovations does not have any control over the content of such third-party websites and assumes no responsibility whatsoever for the functionality of such websites or for the accuracy of any information presented at such other websites.

LINKS TO THIS WEBSITE. Links to any document published by Orchard Innovations on this Website must be made to the home page only, without deleting any frames or our URL address.

NO WARRANTIES. THIS WEBSITE AND OTHER INFORMATION ON OR ACCESSIBLE FROM THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, Orchard Innovations DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH THIS WEBSITE IS FREE OF ERRORS; (ii) THE CONTENT, FUNCTIONS OR SERVICES PROVIDED BY THIS WEBSITE WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED; OR (iv) THIS WEBSITE OR THE SERVER(S) THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Orchard Innovations AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.

DISCLAIMER. IN NO EVENT SHALL Orchard Innovations BE LIABLE TO YOU, ANY OTHER USER OF THIS WEBSITE, THIRD-PARTY PROVIDERS OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THIS WEBSITE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

LIMITATION. Orchard Innovations AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THESE TERMS OF USE SHALL NOT EXCEED THE GREATER OF (i) $1.00 OR (ii) THE AGGREGATE AMOUNT YOU HAVE PAID TO US FOR ACCESS TO ANY PORTION OF THIS WEBSITE, IF ANY, IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.

EXCLUSIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

NO SOLICITATION OR INVESTMENT ADVICE. Nothing on this Website constitutes or forms a part of any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. Nothing here is intended to constitute legal, accounting, tax, securities or investment advice, an opinion regarding the appropriateness of any investment, or an offer or a solicitation to buy or sell a security of any type or to engage in any other transaction. The contents of this website are intended for general information purposes only.

APPLICABLE LAW. This Website can be accessed from every U.S. state, as well as from other countries around the world. Each of those places has laws that may differ from those of the State of New York, where Orchard Innovations’ corporate office is located. By accessing this Website, you and Orchard Innovations agree that the laws of the State of New York, without regard to its conflicts of laws principles, will apply to all disputes based on, arising out of or relating to your use of this Website or any information it contains. With respect to such disputes, you and Orchard Innovations also agree and hereby submit to the exclusive personal jurisdiction and venue of any state or federal court located in New York, New York.

MISCELLANEOUS. You may not assign or transfer your rights or obligations under these Terms of Use in whole or in part to any third party without our consent. These Terms of Use shall bind and inure to the benefit of the parties to these Terms of Use and their respective successors and permitted assigns. We and you are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party. These Terms of Use contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement provided by us, and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms of Use on this Website. The headings and captions used in these Terms of Use are used for convenience only and are not to be considered in construing or interpreting these Terms of Use. If any part of these Terms of Use is held to be unlawful, void or unenforceable, that part shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

CHANGES TO THIS NOTICE. Orchard Innovations reserves the right to change these Terms of Use from time to time for any reason. Any such changes shall be effected by posting of the updated Terms of Use to this Website; provided that any such changes shall only apply to your use of this Website after the date of such change(s), unless you expressly accept retroactive application of such change(s) via a click-through agreement, a signed agreement or otherwise.

FOR ADDITIONAL INFORMATION. If you have any questions about these Terms of Use, please contact us at: Orchard Innovations, 345 Park Avenue South, 12th Floor, New York, NY 10010.