Terms of Use

Halia Therapeutics, Inc. Terms of Use

Last Updated: August 21, 2023

The following Terms of Use Agreement (“Terms”) govern and apply to your use and/or reliance upon the website at https://www.haliatx.com/, including subdomains of that website (collectively, the “Website”). PLEASE READ AND REVIEW THESE TERMS CAREFULLY EVERY TIME YOU ACCESS OR USE THE WEBSITE. BY ACCESSING OR USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO THESE TERMS, INCLUDING THE PRIVACY POLICY (defined below). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE WEBSITE. YOUR USE OF THE WEBSITE, AND HALIA THERAPEUTICS, INC. (“HALIA”) PROVISION OF THE WEBSITE TO YOU, CONSTITUTES AN AGREEMENT BY HALIA AND BY YOU TO BE BOUND BY THESE TERMS.

  1. 1. Overview. The Website provides information about Halia’s development of therapeutic drugs to treat human diseases.
  2. 2. Eligibility. By accessing or using this Website, you represent and warrant to Halia that your use of the Website is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accessing or using this Website on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
  3. 3. Access To and Use of this Website.
    1. a) Limited License. Subject to your complete and ongoing compliance with these Terms, Halia grants you, solely for your personal, use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Website.
    2. b) License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) use the Website for any illegal purpose or in violation of any local, state, national, or inter-national law; (b) infringe the Website, including reproduce, distribute, publicly display, or publicly perform the Website; (c) make modifications to the Website; (d) interfere with or circumvent any feature of the Website or interfere with a users’ enjoyment of the Website, including any security or access control mechanism; or (e) reverse engineer or otherwise attempt to discover the source code of any portion of the Website.
    3. c) Information You Submit. Do not submit any information or other materials that you consider confidential or proprietary through the Website. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Website (“Feedback”), then you do so on a non-confidential basis (regardless of any designation or indication to the contrary in the submitted information or any accompanying correspondence) and you hereby grant Halia an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free transferable, sublicensable right to exploit the Feedback in any manner and for any purpose, including to improve the Website and create other products and services.
  4. 4. INFORMATION ON THE WEBSITE. THE INFORMATION PROVIDED ON THIS WEBSITE IS FOR GENERAL INFORMATION PURPOSES, AND IS SUBJECT TO THESE TERMS. PRODUCT OR RESEARCH INFORMATION ON THIS WEBSITE IS INTENDED FOR GENERAL INFORMATION PURPOSES ONLY. THIS WEBSITE DOES NOT PROVIDE INSTRUCTION ON THE EFFICACY OR APPROPRIATE USE OF ANY PRODUCT OR SERVICE OF HALIA OR ITS SUBSIDIARIES, AFFILIATES, OR LICENSORS. THE INFORMATION PRESENTED ON THIS WEBSITE SHOULD NOT BE INTERPRETED OR CONSTRUED IN ANY WAY AS PROVIDING MEDICAL ADVICE OR AS A REPLACEMENT OR SUBSTITUTE FOR MEDICAL ADVICE PROVIDED BY YOUR DOCTOR OR HEALTHCARE PROVIDER. IT IS IMPORTANT FOR YOU TO DISCUSS YOUR TREATMENT OPTIONS, AND ANY QUESTIONS THAT YOU MAY HAVE, WITH YOUR DOCTOR OR HEALTHCARE PROVIDER. YOU SHOULD NOT USE THIS WEBSITE TO DIAGNOSE OR TREAT A HEALTH PROBLEM OR DISEASE. HALIA EXPRESSLY DISCLAIMS ANY LIABILITY RESULTING FROM A USER’S RELIANCE ON INFORMATION ON THE WEBSITE.
  5. 5. Intellectual Property. The Website is owned and operated by Halia. The visual interfaces, graphics, design, compilation, information, research reports, data, computer code (including source code or object code), products, software, services, and all other elements of the Website (“Materials”) provided by Halia are protected by intellectual property and other laws. All Materials included in the Website are the property of Halia or its third-party licensors. Except as expressly authorized by Halia, you may not use the Materials. Halia reserves all rights to the Materials not granted expressly in these Terms. The copyright in this Website belongs to Halia. The contents of this Website may not be copied other than for noncommercial purposes with all copyright, trademark, or other proprietary notices retained, and may not be recopied, reproduced or otherwise redistributed. You may not otherwise copy, display, download, distribute, modify, translate, adapt, merge, reproduce, republish, retransmit, disassemble, decompile, reverse compile, or reverse engineer any information, text, documents or other postings contained in this Website or any portion thereof in any electronic medium or in hard copy, or create any derivative work based on such images, text, documents, or other postings, without the express written consent of Halia, except to the extent the foregoing restrictions are expressly prohibited by applicable law, and you may not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that Halia grants the operators of public search engines revocable permission to use spiders to copy Materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the Materials, but not caches or archives of such Materials). All product names, whether or not appearing in large print or with a trademark symbol, are trademarks of Halia or its licensors or partners, unless otherwise noted. Nothing in this Website shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, copyright, trademark or other intellectual property right of Halia, its agents, licensors, partners, or any third party.
  6. 6. Linking.
    1. a) Linking to the Website. Unless otherwise set forth in a written agreement between you and Halia, you must adhere to Halia’s linking policy as follows: (i) any link to a Halia website must be a text-only link clearly marked “Halia Therapeutics, Inc. website;” (ii) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with Halia’s or its subsidiaries’, affiliates’, or licensors’ names and trademarks; (iii) the link must “point” to the root domain name of this Website and only to the home page and not to other pages within this Website; (iv) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, endorsed by or associated with Halia or its subsidiaries, affiliates or licensors; (v) when selected by a user, the link must display the Website on full-screen and not within a “frame” on the linking website; and (vi) Halia reserves the right to revoke its consent to the link at any time and in its sole discretion.
    2. b) Linked Websites. The Website may contain links to third-party websites. Third-party websites are not under Halia’s control, and Halia is not responsible for their content.
  7. 7. Communications via Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

  8. 8. Modifications    .
    1. a) Modification of these Terms. Halia may revise or modify these Terms on a going-forward basis at any time, impose new conditions for use of the Website, or restrict access to some parts of the Website. Such changes, revisions or modifications shall be effective immediately upon notice to you, which may be given by any means, including, posting on the Website. If you use this Website after such notice, you shall be deemed to have accepted the changes, revisions or modifications. The most current version of these Terms is in effect each time you access or use the Website. Except as expressly permitted in this Section 7(a), the Terms by which the parties are bound may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

    2. b) Modification of the Website. Halia reserves the right to modify or discontinue the Website at any time (including by limiting or discontinuing certain features of the Website), temporarily or permanently, without notice to you. Halia will have no liability for any change to the Website or any suspension or termination of your access to or use of the Website.

  9. 9. Term and Termination. These Terms are in effect for any access or use by you of the Website. If you violate any provision of these Terms: (a) you must immediately cease all use of the Website; (b) your rights under these Terms are terminated and you are no longer authorized to access or use the Website; and (c) all definitions and Sections 3(b), 3(c), 4, 6 through 12 will survive termination.

  10. 10. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Website, and you will defend and indemnify Halia and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Halia Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Website; (b) your violation of any portion of these Terms or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property or other proprietary right or right of publicity, confidentiality, or privacy; or (d) any dispute or issue between you and any third party. Halia reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with Halia’s defense of the applicable claims.

  12. 11. Disclaimers; No Warranties
    1. a) Investment Disclaimer. All content on this Website is for informational purposes only and no content is intended to be relied upon for trading or investment purposes. Halia will not be responsible for any trading or investment decisions made based on such content. Neither this Website nor the information contained herein constitutes or is intended to constitute an invitation or offer to invest or deal in the securities of Halia.

    2. b) Disclaimer of Warranties.
      1. i) THE WEBSITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE WEBSITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. HALIA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE WEBSITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE WEBSITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. HALIA DOES NOT WARRANT THAT THE WEBSITE OR ANY PORTION OF THE WEBSITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE WEBSITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND HALIA DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

      2. ii) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE WEBSITE, HALIA ENTITIES, OR ANY MATERIALS OR CONTENT MADE AVAILABLE THROUGH THE WEBSITE WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS OR A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND HALIA. HALIA IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE WEBSITE OR YOUR ACCESS TO OR USE OF THE WEBSITE. YOU UNDERSTAND AND AGREE THAT YOU ACCESS AND USE THE WEBSITE AT YOUR OWN DISCRETION AND RISK, AND THAT HALIA IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE WEBSITE) OR ANY LOSS OF DATA.

      3. iii) THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. HALIA DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT HALIA IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

  13. 12. Limitation of Liability.
    1. a) TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE HALIA ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE ANY PORTION OF THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY HALIA ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

    2. b) TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE HALIA ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO ACCESS OR USE ANY PORTION OF THE WEBSITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.

    3. c) EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  14. 13. Miscellaneous
    1. a) General Terms. These Terms, together with the Privacy Policy available at: https://www.haliatx.com/privacy-policy (the “Privacy Policy”) and any Additional Terms (defined below), are the entire and exclusive understanding and agreement between you and Halia regarding your use of the Website. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without Halia’s prior written consent. Halia may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect Halia’s right to require performance at any other time after that, nor will a waiver by Halia of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

    2. b) Privacy Policy. Please read the Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

    3. c) Additional Terms. Your use of the Website is subject to all additional terms, policies, rules, or guidelines applicable to the Website or certain features of the Website that Halia may post on or link to from the Website or that you agree to in connection with certain technology or services made available to you by or on behalf of Halia (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

    4. d) Consent to Electronic Communications. By using the Website, you consent to receiving certain electronic communications from Halia. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

    5. e) Governing Law. These Terms and any action related thereto will be governed and interpreted by and under the laws of the state of Utah, without giving effect to any principles that provide for the application of the law of another jurisdiction. You and Halia submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Utah County, Utah, for resolution of any lawsuit or court proceeding permitted under these Terms.

    6. f) Contact Information. The Website is offered by Halia Therapeutics, Inc., located at 3900 North Traverse Mountain Blvd Suite 100, Lehi, UT 84043. You may contact us by sending correspondence to that address or by emailing us at info@haliatx.com.

    7. g) Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Website or to receive further information regarding use of the Website.

    8. h) International Use. The Website is intended for visitors located within the United States. We make no representation that the Website is appropriate or available for use outside of the United States. Access to the Website from countries or territories or by individuals where such access is illegal is prohibited.