Terms of Service

1. Acceptance of the Terms and Conditions.

Odyssey Therapeutics, Inc. (“Odyssey,” “we,” “us” or “our”) provides and makes available this website (the “Website”). All use of the Website is subject to the terms and conditions (the “Terms”) contained in the Terms of Service (the “Agreement”). Please read this Agreement carefully. By accessing, browsing, or otherwise using the Website, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the Terms, you shall not, and are not permitted to, access, browse, or use the Website.

You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Service” link on the Website. The revised terms and conditions will become effective at the time of posting. Any use of the Website after such date constitutes your acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing, or otherwise using the Website.

Your access to and use of the Website is also subject to our Privacy Policy, which is hereby incorporated herein by reference.

Nothing on this Website should be construed as an offer to form a binding contract or as granting any license or transfer of intellectual property. Your use of this Website is at your own risk.

PLEASE READ THIS AGREEMENT CAREFULLY.

2. Use of the Website.

Medical Information/Conditions: Any information posted on this Website related to medical conditions and their treatment is general in nature and is intended only for educational and general information purposes. Should you have a medical condition that may require treatment, or if you have any specific medical questions, promptly see your own doctor or other health care provider. Nothing on this Website is intended to act as professional medical advice. If you are a patient in a medical emergency, please seek emergency treatment from a doctor or other health care provider instead of reviewing information on this Website. We do not offer medical diagnosis or treatment from this Website, and none of the information contained on this Website should be construed as providing medical advice or services of any kind. Only your doctor or other health care provider can determine whether a particular medical treatment is appropriate for you.

Always seek the advice of your doctor or other qualified health care provider before starting any new treatment or with any question that you may have about a medical condition.

Content: The structure, code, and organization of this Website are proprietary to us. This Website contains material, including but not limited to software, text, graphics, and images (collectively, the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with one or more third parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of any Content may violate copyright, trademark, or other laws. You have no rights in or to any Content, and you will not use, copy, or display the Content except as permitted in this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify any Content or reproduce, display, publicly perform, make a derivative work of, distribute, or otherwise use any Content in any way for any purpose, including, without limitation, any public or commercial purpose. The use or posting of any Content on any other website or in a networked computer environment for any purpose is prohibited. If you violate any part of this Agreement, your right to access and/or use any Content or the Website shall automatically terminate, and you shall immediately destroy any copies you have made of any Content.

Trademarks: The trademarks, service marks, and logos owned by Odyssey that are used and displayed on this Website, including, without limitation, all such marks and logos referencing Odyssey, are registered and unregistered trademarks or service marks of Odyssey (“Odyssey Trademarks”). Other company, product, and service names located on the Website may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and collectively with the Odyssey Trademarks, the “Trademarks”). Nothing on this Website or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Website without the prior written consent of Odyssey specific for each such use. The Trademarks may not be used to disparage Odyssey or the applicable third party, Odyssey’s or the third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any website is prohibited without Odyssey’s prior written consent. All goodwill generated from the use of any Odyssey Trademark shall inure to Odyssey’s benefit. All rights are reserved by the owners of each Trademark, except as otherwise described in this Agreement.

Use Rights & Certain Prohibitions: You may access and use the Website and Content only for lawful purposes, for your personal, non-commercial uses, and in accordance with these Terms. Any use of the Services in a way not expressly permitted by these Terms is a breach of these Terms. In addition to any other prohibitions stated in these Terms, you may not access or use, or attempt to access or use, the Services to take any action that could harm us or any third party, interfere with or otherwise inhibit the operation of the Services, or use the Services in a manner that violates any applicable law. For example, and without limitation, you may not: (a) take any action that imposes an unreasonable load on the Website’s infrastructure, (b) use any device, software, or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website, (c) attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or making up the Website, (d) delete or alter any material posted on the Website by Odyssey or any other person or entity, (e) frame or link to any of the materials or information available on the Website or (f) distribute any virus, Trojan horse, disabling device, time bomb, or other code that may impact the operation of the Website, or use the Website to distribute any of the foregoing. Unauthorized use of the Services, including violations of system or network security, may result in civil or criminal liability. We may take legal action, including investigating and working with law enforcement authorities to prosecute users, for any illegal or unauthorized use of the Services.

Third Party Links: The Website may contain links and/or references to third party websites and/or services (the “External Sites”). Use of any third-party content, services, integrations, or other materials, whether or not initiated through the Website is at your own risk and subject to any terms of use, privacy policies, and other terms and conditions applicable to such third-party content, services, integrations, or other materials. We do not control, endorse, sponsor, recommend, or otherwise accept responsibility for any loss or damage that may arise from your use of, any such third-party content, services, integrations, or other materials and we do not make any representations or warranties with respect thereto. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Site, you do so at your own risk.

Our Social Media: We may use social media accounts from time to time. If you use any social media to communicate with us, please be aware that the terms and privacy policies of the applicable social media platform will govern those communications with us, in addition to this Agreement. Information that you make available on a social media platform may be made available publicly, so we recommend that you not provide us with any information via any social media that you do not feel comfortable making available publicly. We welcome your mentions, replies, comments, likes, suggestions, or shares, but please note that any content that you provide to us via a social media channel may be used by us without restriction and without any obligation of payment to you. We will use reasonable efforts to respond to your comments. We may remove or not approve a comment for any reason or no reason, including if the comment includes vulgar, defamatory, racist, pornographic, violent, or other content. There are certain questions or comments that we will not respond to, including, without limitation, with respect to financial data or data on clinical trials. If we follow any other organization or person’s account, that is not an endorsement. We reserve all rights in relation to the use of social media platforms. We do not offer medical diagnosis or treatment via our social media accounts.

3. Disclaimer of Warranties and Limitation of Liability

Disclaimer of Warranties: THE WEBSITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ODYSSEY, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “ODYSSEY PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY, OR THAT ODYSSEY WILL UPDATE SUCH CONTENT OR KEEP SUCH CONTENT CURRENT OR UP TO DATE. WITHOUT LIMITING THE FOREGOING, THE ODYSSEY PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU, FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEBSITE AND THE CONTENT AT YOUR OWN RISK. THE ODYSSEY PARTIES DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO ODYSSEY PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS. THE ODYSSEY PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR PARTICULAR PURPOSE.

Limitation of Liability: TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL ANY ODYSSEY PARTY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, MULTIPLE, PUNITIVE, SPECIAL, OR OTHER INDIRECT DAMAGES, LOST PROFITS, LOST REVENUES, OR OTHER DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE WEBSITE OR ANY CONTENT OR RELIANCE ON ACTIONS OR INACTION BASED ON THE WEBSITE OR ANY CONTENT OR ANY THIRD-PARTY SITES LINKED TO OR FROM THE WEBSITE OR CONTENT, ANY INTERRUPTION IN AVAILABILITY OF THE SERVICES, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LOSS OF DATA, OR USE, MISUSE, RELIANCE, REVIEW, MANIPULATION, OR OTHER UTILIZATION IN ANY MANNER WHATSOEVER OF THE SERVICES OR THE DATA COLLECTED THROUGH THE SERVICES, AND WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND EVEN IF AN ODYSSEY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ODYSSEY PARTIES’ AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE OR CONTENT WILL BE LIMITED TO THE GREATER OF (I) $100.00 OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO US FOR THIS WEBSITE, IF ANY, IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES OR LIABILITIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

4. Indemnification

You agree, to the maximum extent permissible under applicable law, to defend, indemnify, and hold harmless the Odyssey Parties from and against any and all loss, costs, expenses (including attorneys’ fees and expenses), claims, damages, actions, liabilities or demands, arising, related to, associated with, or resulting from (a) any violation, alleged violation, or other breach by you of this Agreement; (b) your access to, use of, or misuse of any Content or the Website; (c) your failure to comply with applicable law (including any failure to obtain or provide any necessary consent or notice); or (d) your infringement or other violation of any third party’s rights. We reserve the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this Section 4. In such event, you shall provide us with such cooperation as we reasonably request.

5. Termination

Odyssey reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website or the Content at any time and for any reason without prior notice or liability. Odyssey reserves the right to change, suspend, or discontinue all or any part of the Website or the Content at any time without prior notice or liability.

Upon termination, all rights granted to you under these Terms immediately terminate. Sections 2 (Use of the Website), 3 (Disclaimer of Warranties and Limitation of Liability), 4 (Indemnification), 5 (Termination), and 8 (General) shall survive the termination of this Agreement.

6. User Must Comply with Applicable Laws.

We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. You understand that if you access this website from another country and provide your personal information to us through this website, your personal information may be transmitted to us, and you consent to such transfer.

The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading any Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of any Content.

7. U.S. Government Restricted Rights.

The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Website or any Content by the U.S. government constitutes acknowledgement of our proprietary rights in the Website and Content.

8. General

Entire Agreement. This Agreement constitutes the entire agreement between you and Odyssey and governs your use of the Website, superseding any prior agreements between you and Odyssey with respect to the Website. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software.
Choice of Law and Forum. You agree that these Terms, and your access to and use of the Website and Content, will be governed by and will be construed in accordance with the law of the State of New York without regard to principles of choice or conflicts of laws. You agree that any claim or dispute against us arising out of or relating to these Terms, or the Website or Content must be instituted exclusively in the federal and state courts located in New York County, New York unless otherwise agreed upon in writing by all parties. However, we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your state of residence or any other relevant state. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
No Waiver. No waiver by us of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition, or a waiver of any other term or condition. Our failure to enforce any provisions of these Terms or respond to a violation by any party does not waive our right to subsequently enforce any terms or conditions of the Terms or respond to any violations.
Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.
Timing Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms without restriction.
No Joint Venture, Partnership, Employment, or Agency Relationship. You acknowledge and agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your access to and/or use of the Website and Content.
Legal Compliance. Nothing contained in these Terms is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Website or Content or information provided to or gathered by us with respect to such use.
Other. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Website may also provide notices to you of changes to this Agreement or other matters by displaying notices or links to notices generally on the Website.
California Residents. If you are a California resident, we are required to inform you that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916) 445-1254 or (800) 952-5210. Hearing impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700.

Updated: November 6, 2024