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Terms of Use

The Terms of Use set forth herein apply to the Sage Bio Visualizer and related services (“Product”) owned, registered, operated, licensed, or controlled by Sage Bio, Inc. (“Sage Bio,” “we,” “us,” or “our”).

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE PRODUCT. We may change these Terms or modify Product at any time. The most current version of the Terms can be viewed by clicking on the “Terms of Use” link posted at https://sagebio.com. You accept the Terms by using the Product, and you accept any changes to the Terms by continuing to use the Product after we post the changes.

By using the Product, you are agreeing to these Terms of Use. If you do not agree to these Terms of Use, you should not use our Product. This Product is intended for use by the general public.

  1. Definitions.
    1. “Client” means any person or business entity that has placed an order for any Sage Bio services or downloaded/used any Sage Bio products.
    2. “Visitor” means any person or business entity that is viewing the Product.
    3. “You” or “you” means Client, Visitor, or User or anyone else that accesses or uses the Product.
  2. As-Is. Sage Bio offers the Product “AS IS” and without any warranties.
  3. No Provider-Patient Relationship. Sage Bio is not a healthcare provider and does not give medical advice. DOCTORS, NURSES, AND OTHER HEALTHCARE PROFESSIONALS USE OUR PRODUCT, BUT YOUR USE OF THIS INFORMATION IS NOT A SUBSTTITUTE FOR HEALTHCARE PRODUCT. NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED WHEN YOU USE OUR PRODUCT. THIS IS TRUE WHETHER THE PRODUCT ARE PROVIDED BY OR THORUGH THE USE OF THE PRODUCT OR ANY OTHER COMMUNICATIONS FROM US OR OUR USERS INCLUDING, BUT NOT LIMITED TO, MESSAGES TO AND FROM OTHER USERS OF OUR PRODUCT WHO MAY BE HEALTHCARE PROFESSIONALS. BY USING THE PRODUCT, PATIENTS ARE RESPONSIBLE FOR DETERMINING WHETHER TO SHARE INFORMATION WITH A HEALTHCARE PROFESSIONAL AND WHETHER TO REQUEST TO ESTABLISH A PROVIDER-PATIENT RELATIONSHIP WITH THE PROFESSIONAL. HEALTHCARE PROFESSIONALS ARE RESPONSIBLE FOR ACCEPTING OR DECLINING TO ACCEPT PATIENTS’ REQUEST FOR FOLLOW-UP TO ESTABLISH A PROVIDER-PATIENT RELATIONSHIP.
  4. No Representations as to Providers.  YOU ARE RESONSIBLE FOR SELECTING YOUR PROVIDER, AND SAGE BIO DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE SKLL OR TRAINING OF ANY PROVIDERS USING THIS PRODUCT. WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, PRICE OR COST INFORMATION, INSURANCE COVERAGE OR BENEFIT INFORMATION, OR ANY OTHER CONTENT AVAILABLE THROUGH THE PRODUCT. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH INFORMATION. FURTHERMORE, WE DO NOT IN ANY WAY ENDORSE OR RECOMMEND ANY INDIVIDUAL OR ENTITY LISTED OR ACCESSIBLE THROUGH THE PRODUCT. THE CONTENT PROVIDED IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE PROVIDER, UNDER ANY CIRCUMSTANCE. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY PRODUCT IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE.
  5. Liability. Sage Bio has used reasonable efforts to provide and display quality content in this Product, but it does not warrant or guarantee the accuracy, completeness, adequacy, or timeliness of the information contained in or linked to this Product. Furthermore, content or information added to our Product by our Clients or Visitors (the “Users”) are added at the sole discretion and full responsibility of the Users. Sage Bio does not accept any liability or responsibility for the content of our Users. Use and reliance of content from this Product is done solely at your own risk.
    1. Under no circumstances shall Sage Bio be liable for any damages that result from the use of, or the inability to use, the materials in this Product. In jurisdictions that do not permit such exclusions or limitations of incidental or consequential damages, Sage Bio’s liability shall be limited to the extent permitted by law.
  6. License to Use. You are given limited rights to use this Product as long as you abide by the terms that are set forth in the complete Terms of Use. Content on this Product designed by Sage Bio is protected by copyright laws. Any special rules for the use of content and other items accessible on this Product are incorporated into the Terms of Use and our other legal notices including, but not limited to, the Software License Agreement.
    1. The fees charged to Clients do not provide any right of ownership to the content, design elements and/or images, and other material throughout the Product, unless permitted by Sage Bio in writing. The content on this Product is protected by copyright under both United States and international laws. Title to the content remains with Sage Bio or its licensors. 
    2. Any use of the content not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws. Content and features are subject to change or termination without notice at the discretion of Sage Bio. All rights not expressly granted herein are reserved to Sage Bio and its licensors. 
    3. If you violate any of these Terms of Use, your permission to use the content automatically terminates and you must immediately destroy any copies you have made of any portion of the content.
  7. Cookies Policy. Like many businesses, we also collect information through cookies and similar technologies. You can find out more about this in our Cookie Notice.
  8. Prohibited Use. You may access and use this Product for lawful purposes only. You are responsible for any transmission you send, receive, post, access, or store on or via this Product. Sage Bio prohibits the use of this Product for the transmission, distribution, retrieval, or storage of any information, data, or other material in violation of any applicable law or regulation. This prohibition includes, but is not limited to, the use or transmission of any content that is protected by intellectual property right, copyright, trademark, patent, or trade secret without proper authorization from their respective owners. Transmission of any content for illegal purposes, harvesting data, illegal threats, harassing others, violates export control laws, or is obscene, defamatory, or otherwise unlawful is strictly prohibited.
  9. User Accounts. If you register or create a user account on this Product, you agree that all data provided is accurate and true, and that you are responsible for all the information, data, or content shared with this Product, including your password. You represent and warrant that you are at least 18 years of age and possess the legal right and ability, on behalf of yourself, a minor child of whom you are a parent or legal guardian, or other person on whose behalf you have the legal authority to act, to agree to these Terms of Use.
  10. Modifications. Sage Bio may, at our discretion, update, add, or remove portions of these Terms and Use at any time. You should check these Terms of Use periodically for changes. Your continued use of the Product after any changes will mean that you accept those changes.
  11. Privacy Policy. Sage Bio is committed to the protection of personal data in our possession in accordance with the laws and regulations of all countries in which we do business. By using this Product, you consent to our processing of your information consistent with our Privacy Policy.
  12. Intellectual Property Rights. The Product are protected under the copyright laws of the United States and other countries.  All copyrights in the Product are owned by us or our third-party licensors to the full extent permitted under the United States Copyright Act and all international copyright laws. You may not publish, reproduce, distribute, display, perform, edit, adapt, modify, or otherwise exploit any part of the Product without our written consent.  All rights in the product names, company names, trade names, logos, service marks, trade dress, slogans, product packaging, and designs of the Product, whether or not appearing in large print or with the trademark symbol, belong exclusively to Sage Bio or its licensors and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials, except as authorized herein, is expressly prohibited, and nothing stated or implied on the Product confers on you any license or right under any patent or trademark of Sage Bio, its affiliates, or any third party.
  13. Children’s Privacy. We are committed to protecting the privacy of children. You should be aware that this Product is not intended or designed to attract or for use by children under the age of 13. If you have provided information to us that you wish to be deleted, please contact us to request deletion of your personal information. Sage Bio will make reasonable efforts to comply with your request.
  14. User Submissions. You agree that you will not upload or transmit any communications or content of any type to the Public Areas that infringe or violate any rights of any party. By submitting communications or content to the Public Areas, you agree that such submission is non-confidential for all purposes. You also agree that you will not send or transmit to Sage Bio by email, (including through the email addresses listed on the “Contact Us” link) any communication or content that infringes or violates any rights of any party. If you submit any business information, idea, concept or invention to us by email, you agree such submission is non-confidential for all purposes.
    1. If you make any submission to a Public Area or if you submit any business information, idea, concept or invention to us by email, you automatically grant or warrant that the owner of such content or intellectual property has expressly granted us a royalty-free, perpetual, irrevocable, world-wide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed. 
    2. Sage Bio may sublicense its rights through multiple tiers of sub-licenses. If you wish to keep any business information, ideas, concepts or inventions private or proprietary, do not submit them to the Public Areas or to Sage Bio by email.
  15. Right to Refuse Service. Sage Bio reserves the right to refuse or terminate service to any of its Clients at its discretion. If a Client’s service is being refused or terminated, we will make best effort to communicate with the Client via e-mail, phone, or any available contact methods made available to Sage Bio by the Client. It is the responsibility of the Client to find and secure new service for his/her projects.
  16. Cancellation Policy. A Client has the right to cancel services being provided by Sage Bio with 30 days written notice, unless a separate agreement has been signed by the Client with a different notice period. All fees are due before the receipt of such notice is confirmed by Sage Bio. In both cases of service termination and cancellations, the client understands that Sage Bio has full ownership and copyright to all material in its Products. Material that has been added by clients such as images and personal content can be moved to a new company, product, or website at the client’s discretion. No client materials will be stored by Sage Bio after the contract is terminated.  No material of original design content, images including domain names is permitted to be transferred unless with written permission from Sage Bio.
  17. Passwords. Sage Bio has several tools that allow you to record and store information that is accessible only to Visitors with a valid password. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your passwords or accounts. It is your sole responsibility to:
    1. Use passwords that are complex and not easily guessed;
    2. Control the dissemination and use of activation codes and passwords;
    3. Authorize, monitor, and control access to and use of your Sage Bio account and password;
    4. Promptly inform Sage Bio of any need to deactivate a password;
  18. Public Areas. If you use Public Areas, such as chat rooms, forums, comments, or social platforms, you are solely responsible for your own activities, the consequences of your activities, and your reliance on any information found in Public Areas. Sage Bio is not responsible for the consequences of any information in Public Areas. If you feel in danger or believe someone else is in danger, you should contact your local law enforcement agency or, if appropriate, 911 immediately. For the privilege of using Public Areas, you agree that the following prohibited activities shall constitute as a material breach of these Terms and Conditions:
    1. Acting in violation of any bylaws, laws, treaties, or regulations, whether local, state, national, or international;
    2. Communicating material that is unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity as determined by Sage Bio at its sole discretion;
    3. Communicating material that infringes on the intellectual property rights of others or on the privacy or publicity rights of others;
    4. Advertising or soliciting of business;
    5. After receiving a warning, continuing to disrupt dialogue, or interacting in ways that are not related to the topic being discussed (unless it is clear the discussion is free-form);
    6. Communicating chain letters or pyramid schemes;
    7. Impersonating another person or entity;
    8. Allowing any other person or entity to use your identification for posting or viewing comments;
    9. Distributing viruses or other harmful computer code;
    10. Harvesting or otherwise collecting information about others, including email addresses, without their consent;
    11. Communicating the same information more than once or “spamming”;
    12. Engaging in any other conduct that restricts or inhibits any other person from using or enjoying the Public Areas or the Product, or which, in the judgment of Sage Bio, exposes Sage Bio or any of its customers or suppliers to any liability or detriment of any type. Sage Bio reserves the right (but is not obligated) to keep records of your prohibited activities, take actions against you, such as terminating your user account, or make corrections to the Product caused by your prohibited activities.
  19. Advertisements, Searches, and Links to Other Sites. Sage Bio may use your information to display targeted third-party advertisements on our Products or websites to you. Some advertisements are served by third-party advertisers and Sage Bio does not recommend or endorse the content provided by any third-party advertisers, nor does Sage Bio make any representations regarding their content or accuracy. These third parties may use cookies and other tracking technologies to personalize the content to you. This may include information about your behavior on this and other websites, so they can provide you with interest-based (behavioral) advertising. We do not control these third-party tracking technologies or how they may be used. Your use of third-party products or websites is at your own risk and subject to the terms and conditions of use for such sites. If you have any questions about an advertisement, you should contact the responsible advertiser directly.
  20. Indemnification. You agree to defend, indemnify, and hold Sage Bio, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms and Conditions.
  21. Users Outside the United States. If you are a User accessing our Products or services from the European Union, Asia or any other region with laws governing personal data collection, use, and disclosure that differ from United States laws, please note that you are transferring your Personal Information outside your home jurisdiction, and that by providing your Personal Information you are consenting to the transfer of your Personal Information to the United States and other jurisdictions as indicated above, and to our use of your Personal Information in accordance with this policy. Sage Bio makes no claims that the Content is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries. If you access the Products from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
  22. Governing Law. This Agreement, its interpretation, performance, and enforcement, and the rights and remedies of the Parties hereto shall be governed and construed according to the laws of the State of Kansas, without regard to or application of choice-of-law rules or principles.
    1. The Parties consent to the personal jurisdiction of such courts and laws within the State of Kansas in any such proceeding. The parties hereto mutually acknowledge and agree that they shall not raise, in connection therewith, and hereby waive, any defenses based upon venue, inconvenience of forum or lack of personal jurisdiction in any action or suit brought in accordance with the forgoing.
    2. If a legal action or proceeding is commenced by either party in connection with the enforcement of this Agreement, the prevailing party shall be entitled to its costs and attorneys’ fees actually incurred in connection with such action or proceeding.
  23. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted, and the remainder of this Agreement shall remain in full force and effect.
  24. Disclaimer of Warranties; Limitation of Liability.
    YOUR USE OF THE PRODUCT IS AT YOUR OWN RISK. THE PRODUCT ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR OTHER VIOLATION OF RIGHTS. WE DO NOT WARRANT THE ADEQUACY, CURRENCY, ACCURACY, LIKELY RESULTS, OR COMPLETENESS OF THE PRODUCT OR ANY THIRD-PARTY SITES LINKED TO OR FROM THE PRODUCT, OR THAT THE FUNCTIONS PROVIDED WILL BE UNINTERRUPTED, AVAILABLE AT ANY PARTICULAR TIMES OR FROM ANY PARTICULAR LOCATIONS, VIRUS-FREE, OR ERROR-FREE. WE EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT INCLUDED IN THE PRODUCT OR ANY THIRD-PARTY SITES LINKED TO OR FROM THE PRODUCT. Some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

    IN NO EVENT WILL WE, OR OUR PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS AND THEIR DIRECTORS, OFFICERS, AFFILIATES, SUBCONTRACTORS, EMPLOYEES, AGENTS, AND ASSIGNS BE LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, OR OTHER DAMAGES WHATSOEVER ARISING IN CONNECTION WITH THE USE OF THE PRODUCT, ANY INTERRUPTION IN AVAILABILITY OF THE PRODUCT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LOSS OF DATA, OR USE, MISUSE, RELIANCE, REVIEW, MANIPULATION, OR OTHER UTILIZATION IN ANY MANNER WHATSOEVER OF THE PRODUCT OR THE DATA COLLECTED THROUGH THE PRODUCT, EVEN IF ONE OR MORE OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.  THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR MEDICAL MALPRACTICE OR NEGLIGENCE OF HEALTHCARE PROVIDERS UTILIZED THROUGH USE OF THE PRODUCT, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

    YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIM ARISING OUT OF OR CONNECTED WITH THE PRODUCT WILL BE TO CEASE USING THE PRODUCT.

    BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AMERICAN WELL’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

    IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

    You acknowledge and agree that Sage Bio is not engaged in the practice of medicine and that SAGE BIO is not determining appropriate medical use of the Product.  Sage Bio, its licensors, suppliers, and all third parties who promote the Product or provide you with a link to the Product expressly disclaim any and all liability resulting from the delivery of healthcare via the service, including but not limited to liability for medical malpractice.
  25. Complete Agreement. This Agreement is the entire agreement between you and Sage Bio relating with respect to the use of the Product. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgement, or other communication between the parties relating to its subject matter.