Lyra Therapeutics, Inc. Terms of Service

Last Revised on Oct. 2, 2019.

Welcome to the Terms of Service (“Terms”) for Lyra Therapeutics, Inc. (“Lyra”, “we” or “us”).

These Terms govern your use of and access to the Lyra website https://lyratherapeutics.com/ (the “Website”). Please read these Terms carefully, as they include important information about your legal rights.

By using or accessing the Website, you are agreeing to these Terms. For purposes of these Terms, “you” and “your” means you as the user of the Website. If you use the Website on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of such entity with the authority to bind such entity to these Terms, and (b) you agree to these Terms on such entity’s behalf.

1. Location of Our Privacy Policy

Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use our Website. For an explanation of our privacy practices, please visit our Privacy Policy at [ INSERT LINK TO THE PRIVACY POLICY ].

2. USER CONDUCT

2.1 Rights we Grant you. Subject to your compliance with these Terms, you may use and access the content provided to you as part of the Website for your personal, non-commercial use only.

2.2 Restrictions On Your Use of the Website. You may not do any of the following, unless laws prohibit these restrictions or you have our written permission to do so:

(a)  download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Website;

(b)  duplicate, decompile, reverse engineer, disassemble or decode the Website (including any underlying idea or algorithm), or attempt to do any of the same;

(c) use, reproduce or remove any copyright, trademark, trade names, slogan, logos, images, service marks or other proprietary notations displayed on or through the Website;

(d) use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Website;

(e) exploit the Website for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;

(f)  use the Website in any manner that could disable, overburden, damage, disrupt or impair the Website or interfere with any other party’s use of the Website or use any device, software or routine that causes the same;

(g) attempt to gain unauthorized access to, interfere with, damage or disrupt the Website or the computer systems or networks connected to the Website;

(h) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Website;

(i)  use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Website to monitor, extract, copy or collect information or data from or through the Website, or engage in any manual process to do the same;

(j) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

(k) use the Website for illegal, harassing, unethical, or disruptive purposes;

(l) violate any applicable law or regulation in connection with your use of the Website; or

(m)  use the Website in any way not expressly permitted by these Terms.

3. Ownership and Content

3.1 Ownership of the Website. The Website and its content, including its “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that Lyra and/or its licensors own all right, title and interest in and to the Website (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests.  We and our licensors reserve all rights in connection with the Website and its content, including, without limitation, the exclusive right to create derivative works.

3.2  Ownership of Trademarks. The Lyra name, the Lyra logo and all related names, logos, product and service names, designs and slogans are trademarks of the Lyra or its affiliates or licensors.  Other names, logos, product and service names, designs and slogans that appear on the Website is the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

3.3  Ownership of Feedback. You may be able to leave feedback, comments and suggestions for improvements to the Website (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Website or in any such Feedback. All Feedback becomes the sole and exclusive property of Lyra and Lyra may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Lyra any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

4. Disclaimers

Your access to and use of the Website is at your own risk. You understand and agree that the Website is provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Lyra, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Lyra Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  The Lyra Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Website; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Website; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the Website will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from the Lyra Entities or through the Website, will create any warranty or representation not expressly made herein. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

5.  Limitations of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE LYRA ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR WEBSITE, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE WEBSITE), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE WEBSITE OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE LYRA ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE WEBSITE. Some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages; in such states or jurisdictions, the liability of Lyra shall be limited to the fullest extent permitted by law. THEREFORE, THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

6. Additional Provisions

6.1 Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms.  If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review the Terms from time to time to view any such changes.  The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Website after the modifications have become effective will be deemed your acceptance of the modified Terms.

6.2 Jurisdiction; Choice of Law. These Terms and your use of the Website shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws provisions. Any disputes under these Terms shall be adjudicated in the state or federal courts in the Commonwealth of Massachusetts, and you consent to the exclusive jurisdiction of said courts.

6.3  Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to Lyra for which monetary damages would not be an adequate remedy and Lyra shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

6.4  California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Website of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

6.5 Severability. If any provision of these Terms, in full or in part, shall be unlawful, void or for any reason unenforceable, then that provision, in full or in part, shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

6.6 Miscellaneous.  These Terms may be assigned by Lyra but may not be assigned by you without the prior express written consent of Lyra. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Website is operated by us in the United States. Those who choose to access the Website from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.

How to Contact Us.  You may contact us regarding the Website or these Terms at: Lyra Therapeutics, Inc., 480 Arsenal Way, Watertown, MA 02472, by phone at 617.393.4600 or by e-mail at [email protected].

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