PMV Pharma Terms of Service
Last Updated: September 25, 2020
Welcome, and thank you for your interest in PMV Pharmaceuticals, Inc. (“PMV Pharma,” “we,” or “us”) and our website at https://www.pmvpharma.com/ (the “Site”). These Terms of Service are a legally binding contract between you and PMV Pharma regarding your use of the Site.
PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SITE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS (THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SITE. YOUR USE OF THE SITE, AND PMV PHARMA’S PROVISION OF THE SITE TO YOU, CONSTITUTES AN AGREEMENT BY PMV PHARMA AND BY YOU TO BE BOUND BY THESE TERMS.
1. Eligibility. You must be at least 18 years old to use the Site. By agreeing to these Terms, you represent and warrant to us that: (a) either you are at least 18 years of age; and (b) your use of the Site is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms 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.
2. Limited License. Subject to your complete and ongoing compliance with these Terms, PMV Pharma grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site.
3. Use Restrictions. You shall not, and shall not permit any third party to: (a) reproduce, distribute, publicly display, or publicly perform the Site; (b) make modifications to the Site; or (c) interfere with or circumvent any feature of the Site; (d) modify or create any derivative works based on the Site or any portion thereof; (e) sublicense, distribute, sell, lend, rent, lease, transfer, or grant any rights in or to all or any portion of the Site or provide access to the Site to third parties on a service bureau basis or otherwise; (f) use or access the Site without permission, interfere with or circumvent any feature of the Site, including any security or access control mechanism, or introduce any security threats into or through the Site; (g) use the Site or any portion thereof to exploit, interfere with, or circumvent any feature of any other site or service; (h) use the Site or any portion thereof for any illegal, harmful, offensive, or objectionable purpose, including in a manner that disparages or defames, or violates the intellectual property or proprietary rights of, PMV Pharma or any third party; or (i) otherwise use the Site or any portion thereof other than as provided herein, or in violation of any applicable law.
4. Ownership; Proprietary Rights. The Site is owned and operated by PMV Pharma. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Site (“Materials”) provided by PMV Pharma are protected by intellectual property and other laws. All Materials included in the Site are the property of PMV Pharma or its third party licensors. Except as expressly authorized by PMV Pharma, you may not make use of the Materials. PMV Pharma reserves all rights to the Materials not granted expressly in these Terms.
5. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. By using the Site after changes are published, you agree to the updated Terms. Except as expressly permitted in this Section 5, these Terms 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.
6. Termination. If you violate any provision of these Terms, your authorization to access the Site and these Terms automatically terminates. In addition, PMV Pharma may, at its sole discretion, terminate these Terms or suspend or terminate your access to the Site, at any time for any reason or no reason, with or without notice. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Site; and (b) Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15 will survive.
7. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify PMV Pharma and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “PMV Pharma 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 Site; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our 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 our defense of those claims.
8. Disclaimers; No Warranties. THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. PMV PHARMA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, 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. PMV PHARMA DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND PMV PHARMA DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR PMV PHARMA ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE PMV PHARMA ENTITIES OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE) OR ANY LOSS OF DATA. PMV PHARMA IS NOT RESPONSIBLE FOR THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE MATERIALS DISPLAYED ON THE SITE. PMV PHARMA AND THE SITE DO NOT PROVIDE ANY MEDICAL ADVICE, DIAGNOSIS, TREATMENT OR OPINIONS, NOR DOES YOUR USE OF THE SITE ESTABLISH A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND PMV PHARMA. ALL MATERIALS ON THE SITE ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT SERVE AS A SUBSTITUTE FOR THE ADVICE OF A MEDICAL PROFESSIONAL.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. PMV Pharma does not disclaim any warranty or other right that PMV Pharma is prohibited from disclaiming under applicable law.
9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE PMV PHARMA ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY 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, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY PMV PHARMA ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE PMV PHARMA ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100. 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 ENTITIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE ENTITIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10. Miscellaneous. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and PMV Pharma regarding your use of the Site. These Terms are governed by the laws of the State of New Jersey without regard to conflict of law principles. You and PMV Pharma submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Middlesex County, New Jersey for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Site from our offices in New Jersey, and we make no representation that Materials included in the Site are appropriate or available for use in other locations. 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 our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us 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.
11. Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Site or our products and services (“Feedback”), then you hereby grant PMV Pharma an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Site and create or improve other products and services.
12. Privacy Policy. Please read the PMV Pharma Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The PMV Pharma Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
13. Consent to Electronic Communications. By using the Site, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. 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.
14. Contact Information. The Site is offered by PMV Pharma, Inc. located at 8 Clarke Dr., Suite 3, Cranbury, NJ 08512. You may contact us by sending correspondence to Mr. Winston Kung, COO, at that address or by emailing us at info@pmvpharma.com.
15. International Use. The Site is intended for visitors located within the United States. We make no representation that the Site is appropriate or available for use outside of the United States. Access to the Site from countries or territories or by individuals where such access is illegal is prohibited.
