Terms And Conditions
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This agreement between you and Agios Inc. sets out the legally binding terms ("Terms") for the use of the MyPKD mobile application, including all content, features, functionality, programs, applications, or services provided in or through the App (collectively, the "App"). These Terms, together with any other applicable rules, policies, and legal terms posted within the App ("In-App Terms"), govern your use of the App, including but not limited to any digitized works provided through the App, such as text, video, images, graphics, games, and any other similar content (collectively, "Digital Content") included in the App.
- Intended Audience and Territorial Restrictions. This App, the Digital Content and any information pertaining to Agios products are designed and intended for use by residents of the United States who are at least 18 years of age.
- Acceptance. By clicking "I Accept," or by installing or using the App and/or Digital Content, you represent to Agios that you:
- Are at least 18 years of age and have reached the age of majority in your jurisdiction
- Are an emancipated minor
- Possess legally binding parental or guardian consent to agree to these Terms
- Have read, understood, and agree to these Terms
- Not a Substitute for Professional Medical Advice and Treatment. This App and Digital Content may contain general information relating to health care, some of which may concern medical conditions and their treatment. The App and Digital Content are not to be used as a substitute for medical judgment, advice, diagnosis or treatment of any health condition or problem. Users of the App and Digital Content should not rely on any information provided by the App or Digital Content for treatment, diagnosis, or advice related to their own or others' health problems. Questions should be addressed to a licensed physician or other healthcare provider (HCP) prior to making any decisions or undertaking any action or inaction regarding any healthcare issue you might have at any time, now or in the future. Use of the App and Digital Content does not create an express or implied physician-patient relationship. You agree that neither Agios nor any other party is or will be liable or otherwise responsible for any decision made or any action taken or not taken due to your use of information presented through the App or Digital Content.
No statements made in this app or digital content have been evaluated by the U.S. Food and Drug Administration (FDA), or any similar regulatory body within or outside the United States. The App and Digital Content are not intended to diagnose, treat, cure, or prevent any disease. - Privacy Notice. Agios respects your privacy. While the App will collect limited aggregate data relating to users’ experience with symptoms, the data will be depersonalized and will not include reference to name, zip code, birth date or any other identifying information. Please click here to view our Privacy Notice which is incorporated herein by reference.
- Adverse Event Reporting. Should any of your entries in the App mention a potential side effect related to an Agios product, Agios may be required to contact you for further information and may be required to report it to the applicable regulatory authority. You may also report any adverse event which may be related to an Agios product by calling 833-228-8474. Or, if you prefer, you may contact the U.S. Food and Drug Administration (FDA) directly. Visit www.fda.gov/medwatch, or call 1-800-FDA-1088.
- Suggestions. You may elect to provide or make available to Agios suggestions, comments, ideas, improvements, or other feedback through the App, or separately provide other materials to Agios (collectively, "Suggestions"). Any Suggestions that you send to us through the App are and will be deemed non-confidential, and Agios will have no confidentiality obligation of any kind with respect to such information. Agios will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute such Suggestions in any manner and you will gain no right, title, or interest in or to the App, Digital Content or Services (as defined in Section 11) by virtue of Agios doing so. Agios will be free to use any ideas, concepts, know-how or techniques contained in such communications for any purpose, including but not limited to, developing, manufacturing, and marketing products. Agios reserves the right to display or insert advertisements in connection with Suggestions and to use Suggestions for marketing, advertising, and promotional purposes. You agree that you are solely responsible for all your Suggestions. Agios is not required to host, display, or distribute any Suggestions, and may remove them at any time or refuse any Suggestions for any reason. Agios is not responsible for any loss or theft of, or damage of any kind to, any Suggestions. You represent and warrant that:
- You own all rights in your Suggestions or, alternatively, you have acquired all necessary rights in your Suggestions to enable you to grant to Agios all the rights described herein
- Your Suggestions do not infringe the intellectual property rights, privacy, or any other legal or moral rights of any third party
- Hardware and App Compatibility. Agios does not warrant that the App or Digital Content (or any updates thereto as described in paragraph 9 below) is compatible with any hardware or software versions or applications (including any specific versions of your phone, PDA, tablet, computer, or its specific operating system).
- Updates. Agios may choose to provide updates to the App and/or Digital Content from time to time in its sole discretion. In addition, Agios's distribution of the App and Digital Content via third-party services (eg, the iTunes app store, GooglePlay and Android Market) may require users to download new or updated versions of the App (including applicable Digital Content) on a periodic basis. You acknowledge that you will be bound by the version of these Terms which is applicable as of the time you download and use any such update to the App or Digital Content. Agios does not represent or warrant that any future updates to the App Content will provide the same functionality that is provided by the current version of the App (including Digital Content).
- Links. The App and/or Digital Content may contain links to third-party web sites or internet resources ("Linked Sites"). The Linked Sites are not under the control of Agios and Agios is not responsible for the availability, contents, or performance of any Linked Site. Agios is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Agios of such Linked Site, its contents or any products or services available through such Linked Site or any association with its operators. You are responsible for complying with any privacy statements or terms of use of the Linked Sites. You should direct any concerns regarding these third-party sites to those sites' administrators.
- Access to the App and Wireless Carrier/Internet Service Provider Charges. You acknowledge and agree that using the App, Digital Content or any services or functionality provided by the App ("Services") may require access to the internet via your wireless carrier, internet service provider or other method of internet access, and that access to the App, Digital Content or Services may not be available if you do not have an internet connection or for other reasons. You acknowledge and agree that by using the internet to use the App, Digital Content or Services, you may incur charges from your wireless carrier, internet service provider or other method of internet access, depending upon your contract or plan with your provider. You acknowledge that payment of any such charges will be your sole responsibility. You agree that your use of the App, Digital Content or Services will be in accordance with all requirements of your wireless carrier, internet service provider or other method of internet access.
- Security via Wireless Carrier/Internet Service Provider. Agios does not control wireless or internet access. Your use of these networks may not be secure and may expose your personal information sent over such networks.
- Agios Limited License Grant. Subject to your compliance with these Terms, Agios grants you a non-exclusive, non-transferable, non-assignable limited license (without the right to sublicense), solely for your personal, non-commercial use, to:
- Install and use one copy of the App in machine executable object code form
- View, use and display Digital Content solely on the type of device specified in the App or in the third-party store in which the App was purchased
- Agios Limited License Restrictions.
- Unless expressly permitted in writing by Agios, you may not
- Copy, modify, adapt, translate into any language, distribute, broadcast, stream or create derivative works based on the App or Digital Content
- Sublicense, assign or otherwise transfer or otherwise assign these Terms or any of the rights or licenses granted under these Terms
- Sell, rent, lease, or lend the App or Digital Content to any person or entity
- Decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the App by any means whatsoever, except to the extent the foregoing restriction is prohibited by applicable law
- Remove any proprietary notices or labels on the App or Digital Content
- You agree that your usage of the App and/or Digital Content shall be subject to and governed by any usage requirements established from time to time by Agios and the usage rules set forth in the app store, if any. You agree to use the App and/or Digital Content in a manner that complies with all applicable laws in the jurisdictions in which you use the App and/or Digital Content, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights
- You may not use the App or Digital Content in an attempt to, or in conjunction with any device, program or service designed to, modify, circumvent, defeat or tamper with technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright or other intellectual property laws of any jurisdiction
- Unless expressly permitted in writing by Agios, you may not
- Ownership of App, Digital Content, and Intellectual Property. The App and Digital Content are protected under United States and international copyright laws and are subject to other intellectual property and proprietary treaties and laws. Copyright © 2022 Agios Inc. You must abide by all copyright notices, information, or restrictions contained in or attached to any App or Digital Content. The names, logos, and materials displayed in the App and Digital Content constitute trademarks, trade names, service marks or logos (collectively, "Trademarks") owned by or licensed to Agios, its affiliates, subsidiaries, or related companies.
- Ownership of All Trademarks and Related Companies. Ownership of all Trademarks and the goodwill associated therewith remains with Agios or in the case of licensed Trademarks, the licensor.
The App and Digital Content are licensed, and not sold, to you under these Terms, and all rights not expressly granted in these Terms are reserved to Agios. You have no ownership rights in the App, Digital Content, or any Services. All rights, title, and interest in and to the App, Digital Content and Services, including all copies, translations, compilations, derivative works, modifications, changes, or corrections thereto remains with Agios or its licensors.
The App, including without limitation its structure, organization, and code, are Agios’s or its licensors', as the case may be, confidential information and constitute trade secrets. You will not directly or indirectly, disclose such information to any third party and will use such information only as expressly permitted by these Terms. - Export Laws. You acknowledge that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the App and Digital Content. You agree that you will not export or re-export the App or Digital Content in any form in violation of the laws of the United States or any foreign jurisdiction. By installing or using the App, you represent and warrant that you are not
- A national or resident of any country to which the United States has embargoed goods
- On the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial and Prohibition Orders.
- U.S. Government End Users. The App and Digital Content are "Commercial Items," as that term is defined at 48 C.F.R. §2.10 I, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the App and Digital Content are being licensed to U.S. Government end users:
- Only as "Commercial Items"
- With only those rights as are granted to all other end users pursuant to the terms and conditions herein
- Discontinuation and Changes. Agios may change the form or nature of the App, Digital Content or Services, and reserves the right to modify, suspend or discontinue your access to them for any reason without notice, in its sole discretion. Agios will have no liability whatsoever to you or any third party for any failure of the App, Digital Content or Services (including transmitting your Uploads to or from Agios’s or third-party servers) and has no obligation to retain your Uploads or Suggestions on its servers or to return your Uploads or Suggestions to you before deleting them from its servers.
- Termination of Rights. Your rights under these Terms will automatically terminate if you fail to comply with any term of these Terms. In the case of termination, you must cease all use of the App, Digital Content or Services and destroy all copies of the App and/or Digital Content in your possession or under your control. Agios may immediately revoke your access to the App, Digital Content and/or Services. Agios’s failure to insist upon or enforce your strict compliance with these Terms will not constitute a waiver of any of its rights.
- Disclaimer of Warranties. The App, Digital Content, and Services are provided "As Is" and "With All Faults" and the entire risk as to the quality and performance of the App, Digital Content, and Services is with you. Should the App, Digital Content, or Services prove defective, you assume the entire cost of all necessary servicing and repair. To the fullest extent permitted by law, Agios and its suppliers hereby disclaim all warranties with respect to the App, Digital Content, and Services, express or implied, including any warranties of merchantability, non-infringement, or fitness for a particular use or purpose. Agios and its suppliers do not warrant that the App, Digital Content, or Services will meet your requirements in any respect or be available at all times, or that the operation of the App or services will be uninterrupted or error-free, or that errors in the App, Digital Content, or Services, or nonconformity to its or their documentation can or will be corrected. You acknowledge that the provisions of this section are a material inducement and consideration to Agios and its suppliers to grant the licenses contained in these terms and to provide you with access to the App, Digital Content, and Services.
- Limitation of Liability. To the fullest extent permitted by law, except as may be expressly stated herein, in no event will Agios, its affiliates, subsidiaries, directors, officers, employees, agents, suppliers, licensors or third-party partners be liable for any direct, indirect, special, consequential, incidental, or punitive damages whatsoever (including, without limitation, damages for loss of profits, loss of savings, business interruptions, loss of data, loss of time, loss of goodwill or other pecuniary loss) arising out of or in connection with these terms, its subject matter, your use of or inability to use the App, Digital Content or Services, or your use of or reliance on any data you may access in connection with your use of the App or Services, regardless of whether Agios or its suppliers or licensors knows or should know of the possibility of such damages. In no event will Agios’s aggregate liability for any damages related solely to the App exceed the greater of one hundred U.S. dollars ($100).
- Indemnification. You agree to indemnify, defend, and hold harmless Agios, its affiliates, subsidiaries, directors, officers, employees, agents, suppliers, licensors, and third-party partners from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation by you of these Terms, to the fullest extent allowed by law.
- Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for direct, incidental, or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that Agios may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Agios’s liability will be limited to the fullest extent permitted by applicable law.
- Compliance with Laws. Any health information in the Digital Content and the App itself is intended to comply with the laws and regulations in the United States. Other countries may have laws, regulatory requirements and medical practices that differ from those in the United States. Any portion of this App or Digital Content is void where prohibited.
- Applicable Law. These Terms are governed by the laws of the Commonwealth of Massachusetts, USA, as such laws apply to contracts between Massachusetts residents entered into and performed entirely in Massachusetts, notwithstanding your place of residency or Massachusetts conflicts of law provisions. You agree that any dispute arising from or relating to these Terms will be brought exclusively in a federal or state court of competent jurisdiction located within the State of Massachusetts, County of Middlesex, and in no other jurisdiction, and you hereby consent to personal jurisdiction and venue in, and agree to service of process issued or authorized by, such court. These Terms will not be governed by the United Nations (U.N.) Convention on Contracts for the International Sale of Goods.
- App Stores. In addition to the other terms set forth here, you acknowledge and agree that: These Terms are concluded between you and Agios, and not Apple, Inc. ("Apple'') or Google, Inc. ("Google")
- Agios, and not Apple or Google, is solely responsible for the App and Digital Content
- Apple and Google have no responsibility whatsoever to furnish any maintenance or support services with respect to the App or Digital Content
- In the event of any failure of the App or Digital Content to conform to any applicable warranty, you may notify Apple or Google and they will refund the purchase price you paid for the App and/or Digital Content
- To the maximum extent permitted by applicable law, Apple and Google will have no other warranty obligation whatsoever with respect to the App or Digital Content
- Apple and Google are not responsible for any claims that you have arising out of your use of the App or Digital Content
- Apple and Google will have no responsibility whatsoever for the investigation, defense, settlement, or discharge of any third-party claim that the App or Digital Content infringes that third party's intellectual property rights
- Apple, Google, and their subsidiaries are third party beneficiaries of these Terms and, upon your acceptance of these Terms, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary
- In the event that the Software provides access to or is used in connection with any sweepstakes or contest, Apple and Google are not sponsors of, or involved in any manner with, such sweepstakes or contest, and will not be responsible for any prizes offered in connection with such sweepstakes or contest.
These terms do not represent a waiver by Agios of the right to enforce rights with the respect to the same or any other breach. - How to Contact Us. If you have any questions regarding the App, Digital Content or Services, other than those related to hardware or software version compatibility as addressed in Section 8, please submit a request.
- Entire Agreement. These Terms together with any In-App Terms constitute the entire agreement between you and Agios with respect to the subject matter thereof. In no event will any additional or inconsistent term in any purchase order or similar document submitted by you modify these Terms or the In-App Terms, and they supersede any previous oral or written communications or documents (including, if you are obtaining an update, any agreement that may have been included with an earlier version of the App).