Terms of Service

Welcome to the Avenzo Therapeutics website (the “Site” and collectively with our products and services, the “Services”), operated by Avenzo Therapeutics, Inc. (“Avenzo“, “we”, “us”, “our”). These terms and conditions (the “Terms”) govern your use of and access to any content, applications and features made available by Avenzo via the Site (www.avenzotx.com). Please read these Terms carefully, as they include important information about your legal rights.

THIS IS A LEGAL AGREEMENT (“AGREEMENT“) BETWEEN YOU, THE END USER (ON BEHALF OF YOURSELF, OR YOUR COMPANY OR ORGANIZATION), AND US. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CONTINUING TO USE THE SERVICES. BY CONTINUING TO USE THE SERVICES, YOU ARE AGREEING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT. PLEASE NOTE THIS AGREEMENT CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER. IF YOU DO NOT UNDERSTAND OR AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THIS WEBSITE. YOUR USE OF THE SERVICES MEANS THAT YOU AGREE TO THE TERMS OF THIS AGREEMENT.

We may at our sole and absolute discretion change, add, modify, or delete portions of this Agreement at any time without notice. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes or otherwise notified you of such changes. It is your sole responsibility to review this Agreement for changes prior to use of the Services, and in any event your continued use of the Services following the posting of changes to this Agreement and the Privacy Notice, the terms of which are incorporated by this reference, constitutes your acceptance of any changes. You must be at least 18 years old to use the Services.

The Services are controlled or operated (or both) by us from the United States and are not intended to subject us to any non-U.S. jurisdiction or law. We make no representation or warranty that the information on the Site is appropriate or available for use in other jurisdictions, and access to our Site from jurisdictions where the content of our Site may be illegal is prohibited. Any use of the Services is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the Services’ availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

Intellectual Property. The Site and its content, organization, graphics, design, compilation, and other matters related to the Services are protected under applicable U.S. and international copyright, trademark, and intellectual property laws. You agree that we and/or our licensors exclusively own all worldwide right, title and interest in and to the Site (including any and all Intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. The Avenzo name and all related logos, tag lines, and other marks are trademarks of Avenzo (“Trademarks“) or its affiliates or licensors. All the Trademarks, documentation, software, contents, graphics, designs, data, computer codes, ideas, know-how, “look and feel,” compilations, magnetic translations, digital conversions and other materials included within and related to the Services, and all modifications and derivative works thereof, and all intellectual property rights related thereto (the “Intellectual Property“) are the sole and exclusive property of Avenzo or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. The posting of information or materials on the Site by us does not constitute a waiver of any rights in any Intellectual Property or such information and materials. You shall not challenge, contest, or otherwise impair our ownership of the Services and the content therein or the validity or enforceability of our rights in the Intellectual Property. We reserve the right in our sole discretion to edit or delete any information or other content appearing on the Site at any time without notice. Nothing contained in this Agreement shall be construed by implication, estoppel or otherwise as granting to the user an ownership interest in the Intellectual Property or any copyright, trademark, patent, or other intellectual property right of us or any third party. Subject to the Terms, we grant you a limited, royalty-free, non-exclusive, revocable, terminable, personal license to use the Intellectual Property solely for your own personal, noncommercial use. None of the material on our Site may be downloaded, distributed, reproduced, republished, posted, transmitted, or copied in any form or by any means, without our prior written permission, which permission may be withheld in our sole and absolute discretion.

Accuracy of Information. We make no, and disclaim all, warranties or representations as to the accuracy, correctness, reliability or otherwise with respect to information on the Services and assume no liability or responsibility for any omissions or errors (including, without limitation, typographical errors and technical errors) in the information contained on the Services.

Project and Idea Submissions. By submitting proposals, project information, ideas, or other materials (collectively, “Materials”) to us, you acknowledge that the Materials do not contain confidential information, and understand that we may develop similar ideas, programs, projects, or materials independently. Any Materials you transmit to the Site will be treated as non-confidential and non-proprietary. Anything you transmit or post may be used by us or our subsidiary and/or affiliates for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and posting. Furthermore, you agree that we are free to use any ideas, concepts, know-how, or techniques contained in any Materials you send to the Site for any purpose whatsoever, including, but not limited to, developing, marketing, and selling products using that information.

Rules of Conduct. In connection with the Services, you must not:

• Use the Services for any purpose that is fraudulent or otherwise tortious or unlawful.
• Interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available, including by hacking or defacing any portion of the Services; or violate any requirement, procedure or policy of such servers or networks.
• Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Services except as expressly authorized herein, without our express prior written consent.
• Frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service, without our express prior written consent.
• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather information from the Site or the Services or reproduce or circumvent the navigational structure or presentation of the Services, without our express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, we grant to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. We reserve the right to revoke such permission either generally or in specific cases, at any time and without notice.

You will not use the Services for any purposes that is unlawful or prohibited by the Terms. You are responsible for obtaining, maintaining, and paying for all hardware and all telecommunications and other services needed to use the Services.

Privacy and Security. We strive to make using the Services safe and secure. Any and all information that we obtain from you, including names, addresses, telephone numbers, e-mail addresses, and any other contact information, may be collected and used by us as provided in our Privacy Notice.

You represent and warrant that (i) you have read and acknowledge the terms of our Privacy Notice, the terms of which are incorporated herein, (ii) any personal information supplied to us is true, correct and complete, and (iii) you have not supplied to us any proprietary information.

Remedies. We may restrict, suspend, or terminate your access to all or any part of the Services, with or without notice for any reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. Termination shall be without prejudice to any other right or remedy to which we or our affiliates may be entitled under this Agreement or at law.

Securities Laws. The Services may contain information that is no longer current. Any such information speaks only as of its date, and we assume no responsibility for updating any such information.  In addition, the Services may contain estimates, forecasts and other forward-looking statements that reflect our current expectations about future results, performance, prospects and/or opportunities. We caution that a number of risks, uncertainties and other important factors could cause our actual results to differ materially from those expressed in, or implied by, the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events, or for any other reason.

The Services may contain market, industry, financial and/or other information or data derived or obtained from public filings, industry publications or other third-party sources. We have not independently verified, are not responsible for the accuracy of, and make no warranties of any type with respect to, any such information or data.

No statements or information on the Services should be used or considered as an offer to sell or a solicitation of any offer to buy any securities of Avenzo or any other issuer. Offers and sales of securities can only be made where lawful under, and in compliance with, applicable law. Further, no statements or information on the Services should be deemed a recommendation to buy or sell any securities or be relied upon for the purpose of making or communicating investment or other decisions.

Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL CONTENT, MATERIALS AND PRODUCTS CONTAINED WITHIN THE SERVICES, ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND. ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR ARISING OUT OF COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE. IN ADDITION, WE DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) ANY ENDORSEMENT OF OR LIABILITY FOR CONTENT AND HYPERLINKS; (B) INACCURACY, INCOMPLETENESS OR TIMELINESS OF THE SERVICES; (C) THE TRANSMISSION OF VIRUSES OR THE OCCURRENCE OF DATA CORRUPTION; AND (D) DAMAGES AS A RESULT OF THE TRANSMISSION, USE OR INABILITY TO USE THE SERVICES, INCLUDING THE UNAVAILABILITY OF THE SERVICES, OR CIRCUMSTANCES OVER WHICH THE ORGANIZATION HAS NO CONTROL. YOU UNDERSTAND AND AGREE THAT THE OPERATION OF THE SERVICES MAY INVOLVE BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO, AND DISCLAIM ALL, REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SUFFICIENCY OF THE SECURITY MEASURES USED FOR DATA HANDLING AND STORAGE, AND WE WILL NOT BE RESPONSIBLE FOR ANY ACTUAL, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES THAT RESULT FROM A LAPSE IN COMPLIANCE WITH OUR PRIVACY NOTICE BECAUSE OF A SECURITY BREACH OR TECHNICAL MALFUNCTION. WE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SHALL HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF THE SERVICES OR USE OF ANY INFORMATION ACCESSED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND.

WE ARE NOT RESPONSIBLE FOR THE CONTENTS OF ANY INFORMATION POSTED BY ANY THIRD PARTY ON THE SITE, INCLUDING BUT NOT LIMITED TO INFORMATION APPEARING ON ANY COMMUNITY AND/OR AGGREGATION PAGES, ANY LINKED SITES OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT, ANY VIRUSES AFFECTING THE SERVICES, THE USE OR INABILITY TO USE THE SERVICES, THE RESULTS GENERATED FROM THE USE OF THE SERVICES, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS, HOWEVER CHARACTERIZED, AND/OR FROM ANY OTHER CAUSE WHATSOEVER, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR FOR DISPUTES AGAINST US IS TO DISCONTINUE YOUR USE OF THE SERVICES. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THIS AGREEMENT.

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

Indemnity. Except to the extent prohibited under applicable law, you will indemnify and hold us, our subsidiaries, parents, affiliates, officers, directors, shareholders, legal representatives, agents, and other partners and employees, harmless from loss, liability, costs, damages or expenses from any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all claims, liabilities, judgments, losses, damages, costs, charges, attorney’s fees, and other expenses of every nature and character by reason of (i) your use of the Services, and/or (ii) your breach or alleged breach of this Agreement, our Privacy Notice  and/or any breach or alleged breach of your representations and warranties set forth in this Agreement. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with us in asserting any available defenses.

Governing Law. We control and operate the Services from our offices in the State of California, USA. We do not represent that the Services are appropriate or available for use in other locations outside the United States. Persons who choose to access the Services from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

You agree that the laws of the State of California, excluding its conflict of laws rules, and this Agreement, our Privacy Notice and any other policies posted on the Site applicable to your use of the Services shall govern your use of the Services. Subject to the arbitration provision below, you expressly agree that exclusive jurisdiction for any claim or dispute with us or relating in any way to your use of the Services resides in the courts of San Diego, California, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of San Diego, California, in connection with any such dispute and including any claim involving us, our employees, contractors, officers, directors and/or suppliers.

Arbitration. You agree that in the event of any dispute between you and us, you will first contact us 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.

After the dispute resolution process, any and all remaining controversies, disputes, demands, counts, claims, or causes of action (Iing the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) (collectively, “Claim“) between you and us or our successors or assigns shall exclusively be settled through binding and confidential arbitration.

You 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 we are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and we 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.

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 legal@avenzotx.com. The notice must be sent to Avenzo within thirty (30) days of the day you first access or use the Services, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, Avenzo also will not be bound by them.

To the fullest extent permitted by applicable law, you and we must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (4) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (5) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law.

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 Services 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.

Severability. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor the right to enforce such provision.

Miscellaneous. This Agreement does not, and shall not be construed to create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and us relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Without limitation, 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. We will not be responsible for any failure to fulfill any obligation due to any cause beyond our control.

If you have any questions regarding this Agreement, please contact us at:

Avenzo Therapeutics, Inc.
12707 High Bluff Dr., Suite 200
San Diego, CA 92130
Attention: Legal Department
email: legal@avenzotx.com

EFFECTIVE DATE: January 4, 2024