(Effective: March 15, 2021)

 

Axsome Therapeutics, Inc. and its affiliates (together, “Axsome” or “we”) welcome you to our web sites (“Site(s)”) to learn more about Axsome, our products and services. We encourage you to read through the entire Terms of Use and Privacy Notice before interacting with or submitting information on our Sites. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO AGREE TO THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND HAVE NO FURTHER INTERACTION WITH THE SITES. By interacting with the Sites, beyond review of the Terms of Use, you agree to be bound by these Terms of Use. 

The Sites are intended for lawful use by adult U.S. residents only. Submission of any information by anyone under the age of 13 is strictly prohibited. The information provided on the Sites is for general informational and educational purposes only. The Sites may contain pages that are intended only for healthcare professionals, who will be asked to self-identify before interacting with those pages. 

UPDATES: Axsome reserves the right, in its discretion, to modify, discontinue, temporarily or permanently, this or any Site or any portion thereof. We may also revise these Terms of Use, in whole or part, at any time. When changes are made, we will post the updates on the Site along with the date of revision. You are encouraged to check the Terms of Use from time to time. Your continued use of the Site after posting such changes, indicates your express, explicit, and voluntary consent to such changes. 

MAKING THE SITE AVAILABLE: Axsome, in its sole discretion, permits access to the Site by users like you. We reserve the right to withdraw, amend or restrict the services provided by us on the Site without notice. If you access the Site through a mobile device or application, you will be responsible for any and all service fees associated with such mobile access. Additionally, Axsome cannot guarantee that the Site will be compatible with your mobile device or that you will have access to all functionality of the Site.

PRIVACY AND SECURITY: We are committed to protecting your privacy and your information, while interacting with our Sites. Our use of your information is governed by our Privacy Notice, which is incorporated into these Terms of Use by reference.

You understand and agree that although Axsome has safeguards in place to prevent unauthorized access or interception, we cannot guarantee absolute security of the Site or your information. 

YOUR INTERACTIONS WITH THE SITE: Your interaction with the Sites is at the discretion of Axsome. By interacting with the Sites, you agree not to disrupt or intercept any electronic information posted on the Site or on any of our servers. You also agree not to attempt to circumvent any security features of the Site and abide by all applicable local, state, federal and where applicable, international laws, rules and regulations.

Axsome may alter or delete materials from this Site at any time at its sole discretion and without notice. You agree to not engage in abusive, illegal or incorrect user postings or third-party content to this Site or any Axsome Site. 

The Site and all its materials including but not limited to text, pictures, illustrations, designs, video and audio clips, icons (collectively, the “Content”), owned, controlled or licensed by or for Axsome or other organizations or individuals, and made available through the Site are protected worldwide by copyrights, trademarks, patents, trade secrets, or other proprietary rights and laws. Axsome retains all rights, title and interest in the Site and its Content. You agree that your use of the Site grants you no right or license to sell, license, rent, modify, distribute, reproduce, copy, transmit, publicly display, publish, adapt, edit or create derivative works in whole or in part of the Site or its Content without the express permission of Axsome.

Axsome permits the copying of pages of the Site and its Content for non-commercial use only provided that such copies contain the copyright and other proprietary notices as well as any disclaimers or disclosures contained in the Site and its Content. 

MEDICAL DISCLAIMERS: The Content of this Site, including any information or advice published, is made available for your informational and educational purposes only and is not a substitute for a healthcare professional’s advice or services, and does not constitute a physician-patient relationship. Axsome is not a healthcare provider and has no direct control over the appropriateness, accuracy, quality, timeliness, scope, price or risks of or associated with any provision of your healthcare services. If you have any questions regarding diagnosis, treatment, or medications, you should contact your doctor or other healthcare provider. Any action taken on your part in response to information provided in this Site is at your discretion. Axsome makes no representations or warranties with respect to any information offered or provided on or through any Axsome Site regarding diagnosis, treatment or medication. You acknowledge and agree that Axsome is not responsible for and expressly disclaims all liability for the actions or inactions of any user. 

The Site is not intended for use in any emergency or urgent matter, nor is it monitored by any therapist, licensed medical professional or suicide prevention personnel. GET HELP IMMEDIATELY IF YOU’RE HAVING A MEDICAL EMERGENCY OR THOUGHTS OF SUICIDE BY CALLING 911, GETTING IN TOUCH WITH YOUR HEALTHCARE PROFESSIONAL OR CALLING THE NATIONAL SUICIDE PREVENTION LIFELINE AT 1-800-273-TALK (8255) – IT’S AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK AND ALL CALLS ARE CONFIDENTIAL.

ELECTRONIC COMMUNICATIONS: You may wish to receive information from Axsome about the company, certain disease states, products, or services.  Some of these communications may be offered by email or SMS text message (“Text”). If you would like to take advantage of receiving information by email or Text, you will be required to opt-in. Axsome will not charge for any Texts it may send you. However, your mobile carrier may charge you message and data rates in accordance with your wireless customer agreement and you will be responsible for any such charges. You can opt-out from receiving emails or Texts from Axsome by contacting info@axsome.com.

LINKS TO THIRD-PARTY RESOURCES: We may use links to third-party resources (e.g., other sites, mobile applications) on the Site. However, we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement or affiliation with any linked resource, unless explicitly stated. We are not responsible for examining or evaluating the third-party resources, and we do not warrant the offerings of any businesses or individuals or the content of their resources. We do not assume any responsibility or liability for the actions, products, services, and content of any other third parties. You agree that when you click a link to a third-party resource from our Site, you are doing so at your own risk. You should read the privacy notices and terms of use of any third-party site before providing any information. 

FORWARD-LOOKING STATEMENTS:  Axsome is a publicly traded company and as such, certain matters discussed in the Site may contain “forward-looking statements”. We may, in some cases, use terms such as “predicts,” “believes,” “potential,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. In particular, statements regarding trends and potential future results are examples of such forward-looking statements. The forward-looking statements include risks and uncertainties, including, but not limited to, the success, timing and cost of our ongoing clinical trials and anticipated clinical trials for our current product candidates, including statements regarding the timing of initiation, pace of enrollment and completion of the trials (including our ability to fully fund our disclosed clinical trials, which assumes no material changes to our currently projected expenses), futility analyses and receipt of interim results, which are not necessarily indicative of the final results of our ongoing clinical trials, and the number or type of studies or nature of results necessary to support the filing of a new drug application (“NDA”) for any of our current product candidates; our ability to fund additional clinical trials to continue the advancement of our product candidates; the timing of and our ability to obtain and maintain U.S. Food and Drug Administration (“FDA”) or other regulatory authority approval of, or other action with respect to, our product candidates; Axsome’s ability to successfully defend its intellectual property or obtain the necessary licenses at a cost acceptable to Axsome, if at all; the successful implementation of Axsome’s research and development programs and collaborations; the success of Axsome’s license agreements; the acceptance by the market of Axsome’s product candidates, if approved; Axsome’s anticipated capital requirements, including the amount of capital required for Axsome’s commercial launch of its product candidates, and the potential impact on Axsome’s anticipated cash runway; as well as unforeseen circumstances or other disruptions to normal business operations arising from or related to COVID-19; and other factors, including general economic conditions and regulatory developments, not within Axsome’s control. The factors discussed herein could cause actual results and developments to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of posting and Axsome undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

WARRANTYTHE SITE AND THE INFORMATION AND CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND YOUR USE OF THE SITE AND SERVICES IS SOLELY AT YOUR OWN RISK. AXSOME EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT IT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. YOU UNDERSTAND THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR INTERACTION WITH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. AXSOME MAKES NO WARRANTY REGARDING ANY SERVICES OBTAINED THROUGH THE THIRD-PARTY SITE OR ANY TRANSACTIONS MADE BY YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. 

INDEMNIFICATION: YOU AGREE TO INDEMNIFY AND HOLD AXSOME AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS HARMLESS FROM AND AGAINST ANY LIABILITIES, LOSSES, DAMAGES OR COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED IN CONNECTION WITH OR ARISING FROM ANY THIRD-PARTY ALLEGATIONS, CLAIMS, ACTIONS, DISPUTES, OR DEMANDS ASSERTED AGAINST ANY OF THEM AS A RESULT OF OR RELATING TO YOUR CONTENT, YOUR USE OF THE SITE AND SERVICES OR ANY WILLFUL MISCONDUCT ON YOUR PART.

LIMITATION OF LIABILITY: Axsome and its directors, officers, employees, agents, suppliers and licensors are not liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including without limitation, damages for lost profits, revenue, sales, goodwill, use of content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if the liable party has been advised as to the possibility of such damages or could have foreseen such damages. Notwithstanding the foregoing, the limitations of liability shall not apply to injuries to the body or person or caused by Axsome’s willful, malicious, reckless, or grossly negligent acts or omissions. Failure to raise a claim against Axsome more than twelve (12) months after the first event or fact that gives rise to the claim will be deemed waived. 

GOVERNING LAW; ARBITRATION: The Terms of Use, Privacy Notice and use of this Site shall be governed by the laws of the State in which a user resides within the United States without reference to the choice of law doctrine.

Any legal action relating to the Site will take place only on an individual basis and brought exclusively in a federal or state court of competent jurisdiction sitting in the State in which the user resides within the United States; class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS OF USE, YOU AND AXSOME ARE EACH WAIVING THE RIGHT TO A TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

COPYRIGHT COMPLIANCE AND TRADEMARK NOTICES

Copyright Compliance: Axsome takes copyright infringement seriously and responds to alleged infringement in accordance with the Digital Millennium Copyright Act (DMCA). If we determine that a user is a repeat infringer (as defined by DMA), we reserve the right to promptly terminate the account of the repeat infringer without notice. 

If you are a copyright owner or agent of a copyright owner and believe that material hosted on our Site infringes your copyright, please send a written notice to our designated copyright agent by email at info@axsome.com or mail to: 

Axsome Therapeutics, Inc.
Attn: Legal Affairs
22 Cortlandt St, 16th Floor
New York, NY 10007

Please include the following information in your notice: (1) identification of the copyrighted work claimed to be infringed; (2) identification of the material that is said to infringe; (3) contact information (e.g., name, address, phone, email) for the copyright holder or its agent; (4) a statement that you believe in good faith that the use of the copyrighted material is not authorized by the copyright owner or its agent, or the law; (5) a statement that the information provided is accurate and under the penalty of perjury that you are the copyright owner or its authorized agent of the copyright(s) that is allegedly infringed; and (6) a physical or electronic signature of the copyright holder or its agent. Failure by you to comply with the requirements of the DMCA may invalidate your notice.

Trademarks: DEPRESSETTLING, AXSOME, and its logo are trademarks of Axsome Therapeutics, Inc. The names and logos of other companies, products or services included in the Content are the trademarks or of their respective owners and shall not be deemed to create any endorsement by Axsome.

INTEGRATION: All rights and restrictions contained in this Terms of Use may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render these Terms of Use illegal, invalid or unenforceable. If any provision or portion of the Terms of Use shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions shall remain in full force and effect. 

CONTACT US: If you would like to contact us to understand more about these Terms of Use or other matters relating to it, you may do so by emailing info@axsome.com or in writing to: Axsome Therapeutics, Inc. 22 Cortlandt St., 16th Floor, New York, NY 10007.

 

MODIFICATIONS TO TERMS OF USE:

Axsome reserves the right to amend these Terms of Use in its discretion. When changes are made, we will post the updated Terms of Use on the Site along with the date of revision. You are encouraged to check these Terms of Use from time to time. Your continued use of the Site after posting such changes, indicates your express, explicit, and voluntary consent to such changes. If you do not agree to these Terms of Use or to any subsequent changes, your sole and exclusive remedy is to immediately stop interacting with this Site.

 

03/2021 Version