Terms of Service

Last Updated: September 30, 2023 Welcome, and thank you for your interest in Orasis Pharmaceuticals, Inc. (“Orasis,” “By usingwe,” or “us”) and our websites www.orasis-pharma.com, www.qlosi.com, and www.qlosihcp.com including subdomains of each website (the “Sites”). These Terms are a legally binding contract between you and Orasis regarding your use of the Sites. PLEASE READ THE FOLLOWING TERMS CAREFULLY: BY ACCESSING OR USING THESE SITES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SITES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ORASIS’ PRIVACY POLICY (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the SITES. YOUR USE OF THE SITES, AND ORASIS’ PROVISION OF THE SITES TO YOU, CONSTITUTES AN AGREEMENT BY ORASIS AND BY YOU TO BE BOUND BY THESE TERMS. 
  1. Overview. The Sites provide information about Orasis, an emerging ophthalmic pharmaceutical company, and its products and technology concerning eye health and vision. All information or content provided on our Sites, including information about our company and products, is for general informational and educational purposes only. Select sections of the Sites are intended for particular audiences including members of the health care community. 
  2. No Medical Advice. WE DO NOT PROVIDE MEDICAL ADVICE. The information made available on or through the Sites is not a substitute for any professional medical advice. You should always seek the advice of a qualified medical professional with any questions you may have regarding your health. Medical professionals should exercise their own professional judgment when using the content on our Sites. While we attempt to keep all the information on the Sites up-to-date, information can change quickly, and the information and content that you find on our Sites should not be considered error-free or as a comprehensive source of all information on a particular topic. We do not warrant that any information or content provided on or through our Sites is accurate, complete or useful to you or your medical professional. Any reliance you place on such information is strictly at your own risk. 
  3. No Doctor-Patient Relationship. USE OF OUR SITES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP. No information contained on the Sites is intended to be used for medical diagnosis or treatment. You acknowledge and agree that none of the information or content provided on any Sites has the ability to diagnose, prescribe, or perform any tasks that constitute the practice of medicine.  IN CASE OF A MEDICAL EMERGENCY, SEEK IMMEDIATE ASSISTANCE FROM A MEDICAL PROFESSIONAL. YOU SHOULD NEVER DELAY OBTAINING MEDICAL ADVICE OR DISREGARD ANY MEDICAL ADVICE BECAUSE OF SOMETHING YOU HAVE OR HAVE NOT READ ON ANY OF OUR SITES. If you are a patient or a healthcare consumer, you should not use any information found on our Sites to replace your relationship with your medical professional, and you should not rely on any such information as professional medical advice. If you have any questions regarding your health or a medical condition, you should always seek the advice of a qualified medical professional. 
  4. Eligibility. You must be at least 18 years old to use the Sites. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Sites or from any other services provided by Orasis; and (c) your use of the Sites 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.  
  5. Licenses
      1. Limited License. Subject to your complete and ongoing compliance with these Terms, Orasis grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Sites. Orasis reserves the right, with or without prior notice, to refuse to provide any user with access to the Sites.
      2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Sites; (b) make modifications to the Sites; or (c) interfere with or circumvent any feature of the Sites, including any security or access control mechanism. If you are prohibited under applicable law from using the Sites, then you may not use it.
      3. Feedback. We respect and appreciate the thoughts and comments from our users  If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Sites (“Feedback”), then you hereby grant Orasis an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Sites and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
  6. Ownership; Proprietary Rights. The Sites are owned and operated by Orasis. The visual interfaces, graphics, artwork, design, text, video clip, audio clip, trademark, logo, service mark, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Sites provided by Orasis (“Materials”) are protected by intellectual property and other laws, including, without limitation, United States copyrights and trademarks. All Materials included in the Sites are the property of Orasis or its third-party licensors. Except as expressly authorized by Orasis, you may not make use of the Materials. There are no implied licenses in these Terms and Orasis reserves all rights to the Materials not granted expressly in these Terms. 
  7. Communications
      1. Email. We may send you emails concerning our products and services, including the Sites, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
      2. Non-Confidential Information. Subject to our Privacy Policy, any communication or other material that you transmit to us through the Sites, by electronic mail, posting, responding to requests for information or otherwise, such as any data, questions, comments, suggestions or similar information, is and will be deemed to be non-confidential and non-proprietary and Orasis shall have no obligation of any kind with respect to such information. Orasis and any of its affiliates may use such information, including, without limitation, ideas, concepts, know-how or techniques contained in such communication or material for any purpose whatsoever, including but not limited to, researching, developing, manufacturing and marketing products incorporating such information. 
  8. Prohibited Conduct. 

BY USING THE SITES, YOU AGREE NOT TO:

      1. use the Sites for any illegal purpose or in violation of any local, state, national, or international law;
      2. violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
      3. interfere with security-related features of the Sites, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Sites except to the extent that the activity is expressly permitted by applicable law;
      4. interfere with the operation of the Sites or any user’s enjoyment of the Sites, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Sites; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Sites;
      5. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity;
      6. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or
      7. attempt to do any of the acts described in this Section 8 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 8 (Prohibited Conduct).
  2. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Sites.  If you do not agree to the modified Terms, then you should discontinue your use of the Sites. Except as expressly permitted in this Section 9 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. 
  3. Term, Termination, and Modification of the Sites
      1. Term. These Terms are effective beginning when you accept the Terms or first access or use the Sites, and these Terms end when terminated as described in this Section (a). If you violate any provision of these Terms, then your authorization to access the Sites and these Terms automatically terminate. In addition, Orasis may, at its sole discretion, terminate these Terms, or suspend or terminate your access to the Sites, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Sites; (b) you will no longer be authorized to access the Sites; and (c) Sections 2-4, 6-8, and 11-15 will survive.  If your access to the Sites has been terminated for a breach of these Terms, then you are prohibited from accessing the Sites using a different name, email address, or other forms of identity verification.
      2. Modification of the Sites. Orasis reserves the right to modify or discontinue all or any portion of the Sites at any time (including by limiting or discontinuing certain features of the Sites), temporarily or permanently, without notice to you. Orasis will have no liability for any change to the Sites, including any paid-for functionalities of the Sites, or any suspension or termination of your access to or use of the Sites. 
  4. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Sites, and you will defend and indemnify Orasis, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Orasis Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Sites; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) 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.
  5. Disclaimers; No Warranties by Orasis
      1. THE SITES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. ORASIS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITES, 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. ORASIS DOES NOT WARRANT THAT THE SITES OR ANY PORTION OF THE SITES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND ORASIS DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
      2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITES OR ORASIS ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITES WILL CREATE ANY WARRANTY REGARDING ANY OF THE ORASIS ENTITIES OR THE SITES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITES. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITES 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 SITES) OR ANY LOSS OF DATA.
      3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 12 (Disclaimers; No Warranties by Orasis) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. ORASIS DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT ORASIS IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
  6. Limitation of Liability
      1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ORASIS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL 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 SITES OR ANY MATERIALS OR CONTENT ON THE SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ORASIS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES TO, OR FOR ANY VIRUSES THAT INFECT, YOUR COMPUTER EQUIPMENT.
      2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE ORASIS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO US $100 DOLLARS.
      3. 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 PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 13 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  7. Miscellaneous
      1. General Terms. These Terms, including 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 Orasis regarding your use of the Sites. 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 and all rights granted under 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, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
      2. Governing Law. These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and Orasis submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, New York for resolution of any lawsuit or court proceeding permitted under these Terms. 
      3. Privacy Policy. Please read the Orasis Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Orasis Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
      4. Additional Terms. Your use of the Sites is subject to all additional terms, policies, rules, or guidelines applicable to the Sites or certain features of the Sites that we may post on or link to from the Sites or otherwise provide as supplementary materials (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
      5. Consent to Electronic Communications. By using the Sites, 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.
      6. Contact Information. The Sites are offered by Orasis Pharmaceuticals, Inc., located at 101 Marketside Avenue, Suite 404-324, Ponte Vedra, FL 32081-1542. You may contact us by sending correspondence to that address or by contacting us through the form on https://www.orasis-pharma.com/contact-us/. 
      7. Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Sites or to receive further information regarding use of the Sites.
      8. No Support. We are under no obligation to provide support for the Sites. In instances where we may offer support, the support will be subject to published policies.
      9. International Use. The Sites are intended to comply with the laws and regulations in the United States and are intended for visitors located within the United States. We make no representation that the Sites are appropriate or available for use outside of the United States. Access to the Sites from countries or territories or by individuals where such access is illegal is prohibited.