Terms of Use

Alyvant Website

This website (“Website”) is maintained by Alyvant and its respective subsidiaries and affiliates (“Alyvant”, “we”, “us”, or “our”). By using this Website, you agree to be bound by these terms of use and such other Website terms and conditions that may be applicable to a particular program, product or service offered by Alyvant as posted on this Website (collectively, “Terms of Use”).

If you do not agree to THESE TERMS OF USE OR OUR PRIVACY POLICY, PLEASE DO NOT USE THIS WEBSITE.

Alyvant reserves the right, in its sole discretion, to change the Terms of Use at any time. Please check the Terms of Use periodically for changes. Using this Website following the posting of changes to the Terms of Use shall constitute your acceptance of the revised Terms of Use. You may access the Terms of Use at any time through links on this Website.

Nothing on this Website should be construed as the giving of advice or the making of a recommendation regarding any decision or action related to your health or the health of others. If you are a patient, you should consult a doctor or other qualified healthcare professional regarding any questions you have about your health or before making any treatment decisions. If you are a doctor or other qualified healthcare professional, you should not allow the information on this Website to substitute for your own medical judgment, which you should exercise in evaluating the information on this Website.

Alyvant may terminate, change, suspend or discontinue any aspect of this Website, including the availability of any features of this Website, at any time. Alyvant may also impose limits on certain features and services or restrict your access to parts of or the entire Website without notice or liability.

Privacy Policy

We may collect, through registration processes or other means on this Website, information about you. Please refer to the Alyvant Privacy Policy for details about how we collect and use your information. You are responsible for the accuracy of any information about you that you provide through this Website.

Alyvant Intellectual Property

This Website is protected by applicable law. The contents of this Website, including, but not limited to, text, names, data, compilations, graphics, logos, buttons, icons, images, audio, video, code, methods, techniques, models, and software (the “Contents”), are the property of Alyvant and/or its subsidiaries, affiliates and licensors and are protected by the patent, copyright, trademark and trade secret laws of the United States and other countries. You should assume that everything you see or read on this Website is copyrighted. You shall not reproduce, display, distribute, modify, transmit, reuse, repost, or otherwise use any Content without the express written permission of Alyvant. You shall not frame or deep link to the Content or this Website for any purpose without the express written permission of Alyvant.

The trademarks, service marks and logos appearing on this Website (“Trademarks”) are the property of Alyvant and/or its subsidiaries, affiliates and licensors. This Website may also contain or reference patents, trade secrets, proprietary information, technologies, products, processes, or other proprietary rights of Alyvant and/or other parties. No license to, or right in, any such Trademarks, patents, trade secrets, proprietary information, technologies, products, processes, and other proprietary rights of Alyvant and/or other parties is granted to, or conferred upon, you.

No Warranties or Liability

THIS WEBSITE AND ALL INFORMATION ON THIS WEBSITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS. ALYVANT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN NO EVENT SHALL ALYVANT SCIENCES OR ITS SUBSIDIARIES OR AFFILIATES, ANY OF THEIR LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE OR INFORMATION ON THIS WEBSITE.

Indemnity

You agree to indemnify, defend and hold harmless Alyvant and their respective officers, directors, employees, agents, and successors and assigns against any damages, losses, liabilities, judgments, costs or expenses (including reasonable attorneys’ fees and costs) arising out of your use of this Website or any information on this Website or your breach or violation of the Terms of Use.

Links to Other Websites

This Website may include links to third-party websites. You may access these sites directly or through this Website, in which case you are subject to the terms of use and privacy policies of these other websites. Links from this Website to other websites are provided solely for your convenience. Alyvant does not endorse or control, or assume any responsibility for, the information provided by third-parties or the content of other websites to which we provide links, including, without limitation, any products or services that are advertised or made available for through such third-party websites.

Your User Content and Communications

Our Website may allow users to post, submit, or display information, messages, suggestions, questions, comments, postings, advertisements, ratings, ideas, techniques, notes, know-how, drawings, concepts, designs, audiovisual material, photographs and pictures (including pictures of the user and other representations of the user’s name and likeness), digital images, or other content in any form (collectively “User Content”). It is the responsibility of the individual providing such User Content to ensure that no portion of the content is illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights or otherwise injurious to third parties.

By posting User Content on this Website, you hereby grant Alyvant an unrestricted, transferable, sub-licensable, irrevocable, royalty-free, worldwide, and perpetual license to reproduce, distribute, publicly display, make derivative works of, and otherwise use the User Content in any media whatsoever now known or later invented throughout the world for any purpose whatsoever, commercial or not. You hereby disclaim any right to any compensation from Alyvant Sciences in connection with Alyvant’s exercise of its license rights in and to the User Content you have posted on this Website. You acknowledge and agree that Alyvant is under no obligation of confidence to you, and shall not be liable for any use or disclosure of any User Content. By posting the User Content on this Website, you represent and warrant that you own the copyright in such User Content or that you have a legitimate license to post the User Content without any restrictions whatsoever. You agree to indemnify, defend and hold Alyvant harmless from all actual and incidental costs and fees associated with Alyvant’s defense of any claims arising from User Content, including, but not limited to, all attorneys’ fees.

Alyvant reserves the right to review any User Content and remove, delete, redact, or otherwise modify such User Content, in its sole discretion, at any time and from time to time, without notice or further obligation to you. Alyvant has no obligation to display or post any User Content. Alyvant reserves the right to disclose, at any time and from time to time, any information or User Content that Alyvant deems necessary or appropriate to satisfy any applicable law, regulation, contractual obligation, legal dispute process, or governmental request. Alyvant shall have no liability in connection with any User Content submitted to, transmitted via, or displayed or posted on this Website.

Copyright Infringement

Alyvant is committed to respecting others’ intellectual property rights, and we ask our users to do the same. Alyvant may, in its sole discretion, terminate the accounts or access rights of users who violate others’ intellectual property rights. If you believe that your work has been copied in a way that constitutes copyright infringement on this Website, please deliver the following information to Alyvant’s Copyright Agent:

  • An electronic or physical signature of the person authorized to act on behalf of the copyright owner
  • A description of the copyrighted work that you claim has been infringed
  • A description of where the material that you claim is infringing is located on our Website
  • Your address, telephone number, and e-mail address so that we may contact you
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
  • A statement by you, made under penalty of perjury, that the information in your notice to us is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf

Alyvant’s Copyright Agent for notice of claims of copyright infringement on this Website can be reached at Alyvant, Inc., Legal and Compliance Department, 320 W 37th Street, 13th floor, 10018. A copy of the notice and supporting materials should also be submitted electronically to info@alyvant.com.

Governing Law and Jurisdiction

You agree that any claim, action or proceeding arising out of the Terms of Use or Privacy Policy, or your use of this Website, shall be governed by and construed in accordance with the laws of the United States and the State of New York, without regard to principles of conflict of laws. Any claim, action or proceeding related to the Terms of Use will be resolved exclusively in the state or federal courts located in the State of New York and you consent to the jurisdiction of those courts.

 This Terms of Service is effective as of December 6, 2019.

 

Aly Go App

These terms of use (the “Agreement”) apply to your use of the Aly Go App (the “App”) on any platform or device, including any actions you take within this App. The Agreement is a legally binding contract between Alyvant Inc. (collectively, “we” “our” or “us”), on the one hand, and any person who accesses or uses the App or any of its functions (“you” or “your”) on the other hand. Please review this Agreement carefully before using the App.

Conditions for Use of the App 

The App is offered subject to your acceptance of this Agreement without modification. By accessing or using the App, you agree to be bound by all the terms and conditions of this Agreement as such terms and conditions may be modified by us from time to time in our sole discretion. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT WITHOUT MODIFICATION, THEN YOU MAY NOT ACCESS OR USE THE APP.

Please check this Agreement periodically for changes. Your continued access to or use of the App following any changes to the Agreement constitutes your acceptance of those changes. You are responsible for your mobile carrier’s rates and fees that may apply while you are using the App.

Privacy Policy 

All information provided and collected in the App is handled in accordance with the Privacy Policy for the App.

Use at Your Own Risk 

Your use of the App is solely at your own risk. Without limiting any other terms of this Agreement, we do not make any representations, warranties or promises about the accuracy, reliability, or effectiveness of any of the App functions or services and data contained herein.

Passwords and Security 

You will be provided with an account in order to use the App, and you agree to submit accurate and complete information and to update such information as requested from time to time. If we suspect that your information is untrue, inaccurate, out-of-date, or incomplete, we may suspend or terminate your access to the App or request additional information from you. You will be asked to select a personal, non-transferable password that you do not use for other purposes when we create the account. If you submit a request for a lost or forgotten username or password, you may be asked to provide information that we will use to confirm your identity. You are solely responsible for all activities that occur under your password-protected account and for ensuring the protection of your account information. If you delete your activity history or other information on App, or in some instances if you require a username or password reset, your information may be permanently deleted. You agree to notify us immediately of any unauthorized use of your password or account or any other breach of security that is known or suspected by you. You agree that we may send to you in electronic form any notices or other communications regarding the App and such electronic form will satisfy any legal requirements with respect to communications or notice.

Limited License 

We hereby grant you a limited, personal, non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable right to install and use the App in accordance with this Agreement. We retain all right, title, and interest in the App and you obtain no rights to the App except to use it in accordance with this Agreement. You must not: (a) copy, redistribute, publish, reverse engineer, decompile, disassemble, modify, translate or make any attempt to access or use the source code of the App; (b) sell, assign, sublicense, transfer, distribute, lease or grant a security interest in the App; (c) reproduce, duplicate, copy, sell, resell, or exploit for commercial purposes any portion of the App; or (d) use the App in a manner prohibited by applicable laws or this Agreement.

Copyright and Other Intellectual Property 

All content and other materials available in or through the App, including without limitation trademarks, service marks, trade names, images, audio, text, software, designs and the “look and feel” of the App (collectively, “App Content”) are owned or licensed by us or our affiliates and are protected by copyright, trademark, and other intellectual property laws. The App may allow you to share information regarding your use of the App (such as your progress or goals met) on social media and similar platforms. When the App provides access to App Content that you may share, we grant you a limited, personal, non-exclusive, non-transferable, non-assignable, non-sublicensable and revocable license to that specific and limited App Content for the sole purpose of you sharing information, on a non-commercial basis, regarding your use of the App through the sharing functions made available within the App, provided you do not alter, remove, or falsify any attributions or other proprietary designations of origin or source of the App Content. Otherwise, you may not reproduce, republish, distribute, display, perform, transmit, sell, or otherwise use any App Content without our express written permission. All rights not expressly granted to you in this Agreement are reserved by us and/or our licensors.

Prohibited Conduct

You agree to abide by all applicable laws and not to (a) upload, transmit, post, email, or otherwise make available to the App any material in any format that (i) is false, inaccurate, misleading, fraudulent, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another’s privacy, or libelous; (ii) infringes any third party’s intellectual property or other proprietary right or rights of publicity or privacy; (iii) contains viruses, worms, Trojan horses, time bombs, corrupted files, or any other software or programs designed to interrupt, interfere, intercept, expropriate, destroy or limit the functionality of the App or any computer software or hardware or equipment associated with the App or (iv) contains any Protected Health Information, as such term is defined in the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and implementing regulations which are codified at 45 C.F.R. Parts 160 and 164, as amended from time to time; (b) alter, remove, or falsify any attributions or other proprietary designations of origin or source of the App or App Content; (c) impersonate any person or entity, including, but not limited to, our employees or officers, or falsely state or otherwise misrepresent your affiliation with any person or entity; (d) attempt, through any means, to gain unauthorized access to the App or another person’s account or information on or through the App; (e) use any robot, scraper, spider, or any other automatic device or manual process to monitor or copy the App or any App Content without our prior express written permission; (f) take any action that imposes an unreasonable or disproportionately large load on the App; (g) take any action that creates liability for us or causes us to lose any of the services of our business partners, vendors or suppliers; or (h) take any action that would cause us to violate any applicable law, statute, ordinance or regulation, or that violates the Agreement.

Other Applications and Websites 

The App may contain links or other options to connect to other websites, applications or devices that are not owned or operated by us (“Third-party Apps”). You may be able to log-in to Third-party Apps from the App and share your App information with Third-party Apps. You may also be able to upload photos and other content to Third-party Apps from the App, including social media sites. We do not have any control over Third-party Apps and are not responsible for any information, functionality, products, services or content of such Third-party Apps, even if you choose to share information from the App with such Third-party Apps. Your use of the Third-party Apps is subject to the privacy policies and terms of use of the Third-party Apps and you should read and understand them before using any Third-party Apps. We do not represent or imply that we endorse any Third-party Apps. You are responsible for taking the necessary precautions to protect yourself and your device from viruses, worms, and other harmful or destructive content that may be accessible through Third-party Apps. We disclaim any responsibility for any harm resulting from your use of Third-party Apps.

Disclaimer 

YOU AGREE THAT USE OF THE APP, AND ANY DEVICES YOU CONNECT TO THE APP OR MOBILE DEVICES YOU USE IN CONNECTION WITH THE APP, IS AT YOUR SOLE RISK. THE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR AT OR THROUGH THE APP SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTY THAT THE APP WILL MEET YOUR REQUIREMENTS, BE ACCURATE, COMPLETE, CURRENT OR TIMELY, UNINTERRUPTED, SECURE, OR ERROR FREE.

YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICES, INCLUDING MOBILE DEVICES YOU USE IN CONNECTION WITH THE APP, OR DATA (INCLUDING LOSS OF DATA) THAT RESULTS FROM YOUR ACCESS OR USE OF THE APP. WE DO NOT WARRANT THAT THE APP IS FREE OF DEFECTS, VIRUSES, MALFUNCTIONS, OR HARMFUL COMPONENTS THAT COULD DAMAGE OR ALLOW UNAUTHORIZED ACCESS TO YOUR DEVICE OR DATA.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED AT OR THROUGH THE APP.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE APP IS APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU ACCESS OR USE THE APP FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION, EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR OUR AFFILIATES OR OUR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES (OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS) SHALL BE LIABLE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RESULTING FROM THE APP OR THE USE, ATTEMPTED USE OR INABILITY TO USE THE APP, INCLUDING LOST REVENUE, LOST DATA, DAMAGED DEVICES OR OTHER INTANGIBLES, EVEN IF WE HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification 

You agree to indemnify, hold harmless, and release us, our subsidiaries, and our respective officers, directors, shareholders, employees, agents, representatives (and their respective successors and assigns) from and against any and all claims, damages, costs and expenses, including, but not limited to, reasonable attorney’s fees, arising from or related to: (i) your access, use, attempted use, inability to use or misuse of the App; (ii) your violation of any of these Terms of Use; (iii) your violation of any third-party right, including without limitation any copyright, property or privacy right; or (iv) any claim that your use of the App caused damage to a third party.

Export Controls and Designated Persons 

The App is operated from the United States and it is possible that software available at or through the App may be subject to United States export controls administered by the United States Commerce Department or sanctions programs administered by the United States Treasury Department. No software available at or through the App may be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) any country subject to a United States or United Nation embargo or sanction; (b) to anyone on the United States Treasury Department’s list of Specially Designated Nationals and Blocked Persons; (c) to anyone on the United States Commerce Department’s Denied Persons List or Entity List; or (d) to anyone subject to the same or similar restrictions as the foregoing. By downloading or using any software available at or through the App, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any of the above lists or subject to such restrictions.

Arbitration 

You and we agree to resolve any disputes between us through binding and final arbitration instead of through court proceedings. You and we hereby waive any right to a jury trial of any Claim (defined below). All controversies, claims, counterclaims, or other disputes arising between you and us relating to the Agreement, the App or the Device (each a “Claim”) shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we may elect to pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

This arbitration agreement does not preclude you or us from seeking action by federal, state, or local government agencies. You and we all also have the right to bring qualifying claims in small claims court. In addition, you and we retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with the Agreement, nor a waiver of the right to have disputes submitted to arbitration as provided in the Agreement.

Neither you nor we may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or our individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

If any provision of this Section 13 is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section 13 shall continue in full force and effect. No waiver of any provision of this Section 13 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of the Agreement. This Section 13 will survive the termination of your relationship with you and us.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR US WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

Miscellaneous 

If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be severed from the remainder of the Agreement, which shall remain in full force and effect. No waiver of any breach or default of the Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. Our failure to insist upon or enforce strict performance of any terms in this Agreement shall not be considered a waiver of those terms or any of our rights. You may be required to agree to additional terms and conditions to access particular sections or functions of the App. We reserve the right, in our sole discretion and without consent or notice, to transfer, assign, sublicense or pledge the App or this Agreement, in whole or in part, to any person or entity. You may not assign, sublicense or otherwise transfer in any manner any of your rights or obligations under the Agreement. The section headings used in the Agreement are for convenience only.

We may at any time, without notice and for any reason in our sole discretion, modify or discontinue the App or terminate or restrict your access to the App.