Terms of Use

TOLERO PHARMACEUTICALS, INC. WEBSITE TERMS OF USE

(Updated and Effective: August 2018)

Tolero Pharmaceuticals, Inc. and its U.S. subsidiaries and affiliates (together, “Tolero” or “we”) welcome our website users. Please read the Terms of Use before using or submitting information on any of our websites (a “Site” or the “Sites”). YOUR USE OF ANY TOLERO SITE IS SUBJECT TO THESE TERMS OF USE. BY ACCESSING AND USING ANY OF OUR SITES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. If you disagree with any portion of these Terms of Use, your sole remedy is to immediately discontinue using our website. Your access of the Tolero Site for the limited and exclusive purpose of reviewing these Terms of Use does not constitute your acceptance unless you make any further access or use of our Site.

Tolero Sites are intended for lawful use by U.S. adults only. You may use our website only if you can form a legally binding contract. Submission of information through this website by anyone under the age of 13 is strictly prohibited. All information provided on Tolero Sites is for general informational and educational purposes only. Certain sections of Tolero Sites, or certain Tolero Sites, may be intended for use by healthcare professionals only. In those cases, healthcare professionals will be asked to self-identify before proceeding to such pages or Sites.

Updates to the Site and these Terms of Use

We reserve the right at any time to, without notice, modify or discontinue, temporarily or permanently, this or any Site or any portion thereof. Tolero may also, at any time, revise these Terms of Use. Any such changes to the Terms of Use will be posted on this page, and we will update the “Updated and Effective” date to reflect the date of the changes. By continuing to use this or any Tolero Site after the posting of such changes, you are bound by any such revisions and should therefore periodically visit this page to review the then current Terms of Use.

Availability of the Site

Access to the Site is permitted at Tolero’s sole discretion. Tolero reserves the right to withdraw, amend, or restrict the services we provide on this Site without notice. If you access the website using a mobile device, application, or if permitted, via text message, you are responsible for any and all service fees associated with any such mobile access, including all applicable message and data rates and fees imposed by your wireless carrier, and for complying with all terms of use imposed by your wireless carrier. Tolero does not represent or warrant that the website will be compatible with your mobile device.

Right to Alter or Remove Content; Right to Suspend Accounts

Tolero reserves the right to alter or delete materials from this or any Tolero Site at any time at its sole discretion. Tolero reserves the right to remove any abusive, illegal, or incorrect user postings or third-party content from this or any Tolero Site at any time at its sole discretion. Pursuant to Section 230 of the federal Communications Decency Act, providers of interactive computer services are not considered or treated as publishers or speakers of information that is provided by other information content providers. Tolero reserves the right to suspend or terminate any and all accounts you have created on a Tolero Site for your violation of any laws, regulations, or the Terms of Use.

Privacy

Tolero is committed to privacy for our Site users. Please see Tolero’s Privacy Notice, the terms of which are incorporated into these Terms of Use, for more information.

Medical Information Provided is Not a Substitute for Medical Advice and Attention

Your use of any Tolero Site is governed by the Terms of Use. The information and advice published or made available through this Site is for informational purposes only, is not a substitute for professional medical advice or services, and does not constitute a physician-patient relationship. You should not use the information on this Site for diagnosing or treating a medical or health condition. You should consult a physician or other health care provider in all matters relating to your health, and particularly in respect to any symptoms that may require diagnosis or medical attention. Any action on your part in response to the information provided in this Site is at your discretion. Tolero makes no representations or warranties with respect to any information offered or provided on or through any Tolero Site regarding treatment, action, or application of medication.

Use of Website

You may not (a) decompile, disassemble, or reverse engineer the website or any portion thereof, (b) attempt to gain unauthorized access to the website, any portion thereof or any other computer systems or platforms through the Website, (c) use any automatic device, program, algorithm or methodology, or engage in harvesting of e-mail addresses or other personal information, unsolicited e-mailing, telephone calls or mailings, spoofing, flooding, overloading, spidering, screen scraping, database scraping, or any similar or equivalent manual process to access, acquire, copy, or monitor any portion of the website or any content on website, or (d) reverse look-up, trace or seek to trace any information on any other user of or visitor to the website to its source. You agree that you will not use the website in any manner that could damage, disable, overburden, or impair the website or interfere with any other party’s use and enjoyment of the website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the website.

Forward-Looking Statements

The information included in (or accessible from) this or any Tolero Site may contain forward-looking statements that involve risks and uncertainties, including statements with respect to the safety, efficacy, potential benefits, and successful development of Tolero’s pharmaceuticals under development. Among the factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: the submission, acceptance, and approval of regulatory filings; the results of clinical trials with respect to products under development; the scope of Tolero’s patent protection with respect to such product candidates; the commercial success of Tolero’s products; the ability of the company to attract and retain qualified personnel; the performance of Tolero’s licensees; the availability of sufficient funds to continue research and development efforts; and certain other factors that may affect future operating results and are detailed in any periodic reports filed with the Securities and Exchange Commission.

Third-Party Websites and Links

Certain links on Tolero Sites may lead to sites or sources located on servers maintained by third parties over which Tolero has no control. If you use these links, you will leave Tolero’s Sites. Please remember that linked sites are not necessarily Tolero sites and the information could change without Tolero’s knowledge. Third-party linked sites and their contents should not be attributed to Tolero (or any of its affiliated companies) in any manner. Tolero has not attempted to verify the truth or accuracy of any third-party content and does not make any representations or warranties about them. Such links are provided for your convenience only.

User-Provided Content

This Site may make chat rooms, forums, listservs and message boards available to its users. By accessing and using any such features, or by, in any other manner, sending information to Tolero, you represent that you are solely responsible for all the content, including, but not limited to, text, photographs, caricatures, illustrations, designs, icons, articles, audio clips, and video clips (collectively, “User Content”) that you post, e-mail, or otherwise transmit via this Site. You represent by posting that your User Content complies with all applicable laws and regulations, including, but not limited to, the Digital Millennium Copyright Act. If you submit information through this website, you must provide accurate and complete information, and you agree to update your information to keep it accurate and complete.

Tolero does not control User Content posted or otherwise transmitted via our Sites and does not guarantee the accuracy, integrity, or quality of such User Content. Any communications you send to this Site or otherwise to us by electronic mail, with the exception of Personally Identifiable Information as defined in the Tolero Privacy Policy, shall be deemed to be nonconfidential and we shall have no obligation of any kind with respect to such information and shall be free to reproduce, use, disclose, and distribute the information to others without limitation. We shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products incorporating such information.

You will indemnify and hold harmless us, our affiliates, and each of our and their respective directors, officers, managers, employees, shareholders, agents, representatives and licensors, from and against any liability of any nature arising out of related to any content or materials displayed on or submitted via the Sites by you or by others using your username and password. You also grant us a royalty-free, perpetual, irremovable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, or distribute in any manner or medium the materials you post or submit via such features. The foregoing grant includes the right to exploit any proprietary rights in such posting or submission, including, but not limited to, rights under copyright, trademark, or patent laws that exist in any relevant jurisdiction. Notwithstanding the foregoing, Tolero will not seek indemnification from you from any losses, expenses, claims, damages, or costs, including reasonable attorneys’ fees, resulting from its own conduct.

If you believe that material on our Sites infringes your rights under copyright law, please inform our designated copyright agent by sending written notice by U.S. Mail to:

Tolero Pharmaceuticals
In care of: Sunovion Pharmaceuticals Inc.
Attn: Legal Affairs, Corporate Secretary
84 Waterford Drive
Marlborough, MA 01752

Or by email to: GCOffice@sunovion.com

Please include the following information in your written notice: (1) a detailed description of the copyrighted work that is allegedly infringed upon; (2) a description of the location of the allegedly infringing material on the Site; (3) your contact information, including your address, telephone number, and, if available, email address; (4) a statement by you indicating that you have a good-faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent, or the law; (5) a statement by you, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner's behalf; and (6) an electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement.

In any case of disclosure of Personally Identifiable Information to third parties, we will endeavor to ensure that the third party with whom we share your Personally Identifiable Information is required to treat such information in accordance with this Privacy Policy.

NO CONFIDENTIALITY

No confidential relationship shall be established in the event that any user of this Site should make any oral, written, or electronic response to Tolero (such as feedback, questions, comments, suggestions, ideas, etc.). Such response and any information submitted therewith shall be considered nonconfidential, and Tolero shall be free to reproduce, publish, or otherwise use such information for any purposes whatsoever, including, without limitation, the research, development, manufacture, use or sale of products incorporating such information.

NO WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION

NO WARRANTY

INFORMATION ACCESSED THROUGH ANY TOLERO SITE IS PRESENTED IN SUMMARY AND INTERACTIVE FORM AND IS NOT EXHAUSTIVE. TOLERO MAKES NO WARRANTIES OR REPRESENTATIONS AS TO ITS ACCURACY, RELIABILITY, CURRENCY, AVAILABILITY OR COMPLETENESS. THIS INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TOLERO MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS; THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT MESSAGES OR REQUESTS WILL BE DELIVERED; THAT DEFECTS WILL BE CORRECTED; OR THAT THIS SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE. TOLERO MAKES NO WARRANTY REGARDING ANY SERVICES OBTAINED THROUGH THE SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SITE AND ANY SERVICES OBTAINED THEREFROM.

In jurisdictions that do not recognize exclusion of implied warranties, the above exclusions may not apply. This exclusion applies in New Jersey.

LIMITATION OF LIABILITY

TOLERO SHALL NOT BE LIABLE FOR ANY CONSEQUENCES ARISING FROM THE USE OR MISUSE OF ANY INFORMATION PROVIDED ON OUR SITES. IN NO EVENT WILL TOLERO, ITS SERVICE PROVIDERS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THIS SITE BE LIABLE TO YOU IN ANY MANNER WHATSOEVER FOR ANY DESIGN MADE OR ACTION OR NON-ACTION TAKEN BY YOU IN RELIANCE UPON INFORMATION PROVIDED THROUGH THIS SITE.

FOR PURPOSES OF THIS LIMITATION OF LIABILITY PROVISION, “Tolero” INCLUDES NOT ONLY TOLERO, INC., BUT ALSO ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, PREDECESSORS, SUCCESSORS AND ASSIGNS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS. IN NO EVENT SHALL TOLERO BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST DATA, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES), REGARDLESS OF THE LEGAL THEORY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, AND REGARDLESS OF WHETHER TOLERO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY IN THIS PARAGRAPH SHALL NOT APPLY TO INJURIES: (A) TO THE BODY OR PERSON; OR (B) CAUSED BY TOLERO’S WILLFUL, MALICIOUS, RECKLESS, OR GROSSLY NEGLIGENT ACTS OR OMISSIONS. YOU WAIVE THE RIGHT TO ASSERT A CLAIM AGAINST TOLERO MORE THAN TWELVE (12) MONTHS AFTER THE FIRST EVENT OR FACT THAT GIVES RISE TO THE CLAIM.

THESE LIMITATIONS OF LIABILITY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE THE LAW REGARDING LIMITATIONS OF LIABILITY VARIES FROM STATE TO STATE, THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. THESE LIMITATIONS OF LIABILITY APPLY IN NEW JERSEY.

Indemnification

You agree to indemnify, defend, and hold harmless Tolero, its officers, directors, employees, subcontractors, and agents from and against all losses, expenses, claims, damages, or costs, including reasonable attorneys’ fees, resulting from any violation by you of these Terms of Use. Notwithstanding the foregoing, Tolero will not seek indemnification from you from any losses, expenses, claims, damages, or costs, including reasonable attorneys’ fees, resulting from its own conduct.

INTELLECTUAL PROPERTY

Copyrights/Trademarks

All material on the Site including, but not limited to, pictures, illustrations, designs, icons, text, audio clips, and video clips (collectively, Site Content) and all intellectual property rights therein, are owned, controlled, or licensed by Tolero or other individuals or organizations and are protected by worldwide copyright laws. You may use Site Content for your personal use for non-commercial purposes but no modification or further reproduction of content is permitted. The Site Content may not otherwise be copied, downloaded, reproduced, deleted, modified, republished, retransmitted, displayed, or used to create derivative works or performances, except as provided herein, without the express written permission of Tolero. Please note that the unauthorized reproduction or distribution of a copyrighted work is illegal. Criminal copyright infringement, including infringement without monetary gain, is investigated by federal law enforcement agencies and is punishable by up to five years in prison and a fine of $250,000.

Names, trademarks, service marks, trade names, trade dress, logos, and Tolero products appearing on this site, including the "Tolero" logo, are trademarks and service marks owned by Tolero Pharmaceuticals, Inc. or its subsidiaries or affiliates or another company. These marks are protected in the United States and internationally and may not be used for advertising or publicity purposes, or to indicate any affiliation with or endorsement by Tolero, except with the express written permission of Tolero. Nothing contained herein shall be construed as conferring, by implication, estoppel or otherwise, any license or right under any patent or trademark of Tolero or any third party. Except as expressly provided above, nothing contained herein shall be construed as conferring any license or right under any Tolero copyright or trademark.

Tolero is licensed to use all intellectual property in the content of this Site and reserves the right to pursue any intellectual property infringement in the courts of the country where Tolero suffers damage. No license is granted to you to use any trademark of Tolero or affiliates. You shall not assert any claim or ownership to any such trademarks.

Noncommercial Use

Tolero gives you permission to copy pages of Tolero Site documents published herein on the Internet for non-commercial use only, provided any copy of these documents that you make shall retain all copyright and other proprietary notices and any disclaimers contained herein.

Governing Laws; Enforcement

Use of this Site, the Terms of Use, and the Privacy Policy are governed by the laws of the State in which the Site user resides within the United States without reference to choice of law doctrine. Any legal action or proceeding related to this Site shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the State in which the Site user resides within the United States.