Terms of Use

1. INTRODUCTION

This website is operated by Iterum Therapeutics plc ("Iterum", "we", "our"). Your use of this website and any social media pages (the "Site") controlled by Iterum is subject to the Terms of Use set out below, which includes our Privacy Statement, Cookies Statement and any other terms or conditions on the Site or in connection with our products or services, which set out the rules that govern our relationship with you. Please read them carefully as they form a legally binding contract between you and us. By accessing, viewing and using the Site you agree (on behalf of yourself or the entity you represent) to be bound by these Terms of Use.

2. WHO WE ARE

Iterum is a public limited company and is registered in Ireland (Registered Number: 563531) with an address at Block 2 Floor 3, Harcourt Centre, Harcourt Street, Dublin 2.

3. GET IN TOUCH

Iterum welcomes comments, questions, suggestions, concerns and feedback from you. You can contact us at info@iterumtx.com.

4. ACCESS TO THE SITE

4.1 Licence

Subject to these Terms of Use, Iterum grants you a personal, worldwide, non-transferable, royalty-free, non-exclusive, non-sublicensable, revocable, limited licence to access, view and use the Site solely for your own personal and non-commercial use. This licence is solely for the purpose of letting you use and enjoy the Site's benefits in the way that these Terms of Use allow.

4.2 Support and Maintenance

You acknowledge and agree that Iterum has and shall have no obligation to provide you with any support and/or maintenance in connection with the Site.

4.3 Availability

The Site is provided on a temporary basis, and Iterum reserves the right to withdraw or restrict access to any part of the Site or the entire Site at any time. There may be instances in which the Site or any part of its might become unavailable for any number of reasons, including things such as an operational glitch or a decision to remove certain content. Iterum will make all reasonable efforts to ensure that the Site is available twenty-four hours a day, seven days a week. However, electronic services can be subject to interruption or breakdown from time to time. Therefore, access to the Site is provided on an "as is" and "as available" basis. Iterum will not be liable if for any reason the Site or any part of the Site is unavailable at any time.

5. RESTRICTED USES

5.1 In relation to the Site, you undertake that you shall:

5.1.1 not licence, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site;

5.1.2 not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site;

5.1.3 not use any robot, spider, crawler, scraper or other automated means or interface to access the Site, its webpages or content without our written consent;

5.1.4 not access or view the Site in order to build a similar or competitive website, product, or service to the Site;

5.1.5 not access, screen-scrape, retrieve or index any portion of the Site or frame or reformat any portion of the web pages or content on the Site;

5.1.6 not provide to Iterum (or any person acting on its behalf) false data including false names, addresses, contact details and fraudulent credit card/debit card details;

5.1.7 not enter into fraudulent or deceptive interactions or transactions with Iterum (which shall include entering into interactions or transactions purportedly on behalf of a third party where you have no authority to bind that third party or you are pretending to be a third party);

5.1.8 not use the Site in any way that is unlawful, fraudulent or deceptive, or has any unlawful, fraudulent or deceptive purpose or effect;

5.1.9 not sell any products or services purchased through the Site, without Iterum's express permission;

5.1.10 not intercept any communications transmitted by way of a telecommunications system and/or information society service or internet service provider;

5.1.11 not use any device, software or routine that interferes (or attempts to interfere) with the proper working of the Site;

5.1.12 not execute any form of network monitoring which will or attempts to intercept data not intended for you;

5.1.13 not copy, reproduce, distribute, republish, download, display, post or transmit the whole or any part of the Site in any form or by any means, except as allowed in these Terms of Use;

5.1.14 ensure that your use of the Site complies at all times with all applicable laws, rules and regulations and will be strictly in accordance with these Terms of Use;

5.1.15 not use the Site to upload, post, share or otherwise make available on the Site any content and/or materials protected by proprietary rights without the express permission of the owner of such proprietary rights;

5.1.16 not use the Site in any manner than infringes someone else's proprietary rights, including but not limited to intellectual property (whether registered or unregistered) and privacy rights;

5.1.17 display and retain all copyright and other proprietary notices on the Site (or on any content displayed on the Site) and such must be retained on all copies thereof;

5.1.18 not use the Site to transmit, or procure the sending of, any unsolicited or unauthorised advertising, promotional material, SMSs, chain letters, mass mailings or any other form of similar solicitation (spam) or of any material that is illegal, offensive, abusive, indecent, defamatory, obscene, menacing or in breach of proprietary rights, confidence, privacy or any other right, or is injurious to third parties;

5.1.19 not access any unauthorised areas of the Site;

5.1.20 not use the Site for advertising, marketing, charitable, campaigning, for public relations, commercial or political purposes of any kind, except as specifically agreed;

5.1.21 not attempt to gain unauthorised access to the Site, its facilities and/or services or any accounts, databases, computer systems, servers and networks connected to the Site and the server on which our Site is stored. You shall not attack the Site via a denial of service attack. You will not misuse the Site by knowingly or recklessly introducing viruses, trojans, worms, logic bombs, harmful data or other materials which is malicious or harmful. By breaching this provision, you may commit a criminal offence and Iterum may report any such breach to the relevant law enforcement authorities and it will co-operate with those authorities. In the event of such a breach, your right to use the Site will cease immediately; and

5.1.22 not use the Site to harvest or otherwise collect by any means any program material or any information whatsoever (including without limitation email addresses or other personal details of other users).

6. PROPRIETARY RIGHTS

6.1 You acknowledge and agree that all proprietary rights, including all registered and unregistered intellectual property rights, in the Site, its content, layout and design (and all improvements made to such) are owned by Iterum or its suppliers or licensors. Neither these Terms of Use (nor your access or use of the Site) transfers to you or to any third party any rights, title or interest in or to such proprietary rights, except for the limited rights to access, view and use the Site as set out in Section 1.

6.2 For the purposes of these Terms of Use, "proprietary rights" means all patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names, brand names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights in data, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

7. SITE CHANGES

Iterum is committed to ongoing improvement of the Site. That means we may add or remove temporarily or permanently any feature, component, product, service or functionality of the Site. We may take any of these actions at any time, and when we do, we may not provide you with advance notice. You agree that Iterum will not be liable to you or to any third party for any changes to the Site or any part of it. Any changes to the Site shall also be subject to these Terms of Use, unless otherwise agreed. While we hope that you will remain a lifelong user of the Site, you can terminate these Terms of Use at any time by ceasing to use the Site.

8. CHANGES TO THESE TERMS OF USE

Iterum may change these Terms of Use at any time where it sees fit commercially and/or legally. If Iterum decides to change these Terms of Use, it shall post the amended terms here or in some cases may provide notice by email. While we hope that you will remain a lifelong user of the Site, if you do not agree to the amended Terms of Use, you can terminate these Terms of Use at any time by ceasing to use the Site. By continuing to use the Site after Iterum posts or otherwise notifies you of any changes, you agree to the Terms of Use, as modified.

9. THIRD PARTY SERVICES

The Site may contain links to third party websites, services and/or display advertisements for third parties (together, "Third Party Links and Ads"). Such Third Party Links and Ads are not under Iterum's control and that party's terms will govern the respective party's relationship with you. Iterum is not responsible or liable for a third party's terms or actions taken under the third party's terms. In particular, you acknowledge and agree that Iterum are not responsible or liable for: (a) the availability or accuracy of such Third Party Links and Ads; or (b) the contents, products or services on or available from such Third Party Links and Ads. Your use of Third Party Links and Ads is at your own risk. Iterum provides Third Party Links and Ads for your convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Links and Ads.

10. PRIVACY

Your privacy matters to Iterum. You can learn about how we handle your information when you access the Site and use our facilities and services by reading our Privacy Statement which can be found at www.iterumtx.com/privacy-policy. Please read our Privacy Statement carefully, because you agree by using the Site, that Iterum can use and share your information consistent with that Privacy Statement.

11. SUSPENSION AND TERMINATION

Iterum may terminate these Terms of Use with you at any time, for any reason, and without notice where it deems this appropriate. While we can terminate or suspend your access to the Site for no reason, we might also have a reason such as where we suspect that you are, failing to comply with any of the provisions of these Terms of Use or for any actual or suspected illegal or improper use of the Site. This means that you stop accessing and using the Site or we may impose new or additional limits on your ability to access the Site or any part of it.

12. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES

12.1 IMPORTANT - PLEASE READ CAREFULLY AS THIS CLAUSE ADDRESSES OUR LIABILITY TO YOU

12.2 Nothing in these Terms of Use shall exclude or limit Iterum's liability for death or personal injury caused by its negligence, or fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded.

12.3 In no event shall Iterum be liable to you in connection with the Site for any loss or damages arising out of or in connection with the Site or these Terms of Use whether arising from breach of contract, tort (including negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligence), restitution or otherwise, and shall in no circumstances be liable for:

12.3.1 your use, inability to use or reliance on any facilities, services, products and/or content (including medical information) offered through or from the Site;

12.3.2 loss of use or value of any data;

12.3.3 the use of any content or material provided by Iterum or other users of the Site:

12.3.4 work stoppage, service interruption, computer failure, system failure, device damage or malfunction;

12.3.5 loss of income, profit or opportunity;

12.3.6 the conduct of any third party on or in relation to the Site or from the content posted, shared and/or uploaded by any third party to the Site;

12.3.7 loss of or damage to property;

12.3.8 depletion of goodwill, reputation or similar losses; or

12.3.9 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

12.4 To the fullest extent permitted by applicable law, Iterum hereby expressly excludes all conditions, warranties, guarantees and other terms which might otherwise be implied by statute, common law or the law of equity including, without limitation, the warranties of merchantability, fitness for a particular purpose, quiet enjoyment, use of reasonable care and skill and non-infringement of proprietary rights.

12.5 Without limiting the foregoing, Iterum does not warrant that the Site is free from errors or that defects will be corrected or you will be able to access and use the Site on a secure basis or without problems or interruptions. Iterum does not represent or warrant, expressly or impliedly, the quality, accuracy, completeness, currency or reliability of the Site or of any information or content on the Site.

12.6 Medical information provided on this Site is for informational purposes only and is not intended as a substitution for professional medical advice, diagnosis or treatment. In particular, you should not rely upon the content contained herein for diagnosing a health condition or disease. Due to the rapid nature of change in medical science, the information provided on this Site may not be current. Always seek the advice of your physician or other qualified health provided with any questions you may have regarding any medical condition you or a family member might have. Never disregard professional medical advice or delay in seeking such advice because of something you have read on this Site.

13. FORWARD-LOOKING INFORMATION

13.2 This Site contains forward-looking information about Iterum's business, operations and financial condition. Words such as "anticipates", "believes", "estimates", "expects", "intends", "plans", "seeks" and similar expressions that may be used on this Site are intended to identify forward-looking statements that are subject to various known and unknown risks and uncertainties beyond Iterum's reasonable control. Such risks and uncertainties include, but are not limited to, those arising from research and development, clinical trials, regulatory approvals, third party reimbursement, reliance on third-party manufacturers and suppliers, commericalization, competition, patents, product liability and adequate financing. Additional risks and uncertainties are discussed under the caption "Risk Factors" in documents filed by Iterum with the U.S. Securities and Exchange Commission from time to time. Actual results may differ materially from the forward-looking information provided on this Site and such forward-looking information is only current as of the time it was originally included in the Site.

13.2 The information on this Site is not intended and should not be construed as an offer to sell securities.

14. GOVERNING LAW AND JURISDICTION

14.1 These Terms of Use and any disputes or claims arising out of or in connection with these Terms of Use or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of Ireland. For the avoidance of doubt, mandatory consumer laws in the EU country in which you live (if you live in an EU country) will continue to apply to these Terms of Use

14.2 Each party irrevocably agrees that the Courts of Ireland shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection these Terms of Use or its subject matter or formation (including non-contractual disputes or claims). You can also bring a claim to enforce your consumer protection rights in connection with these Terms of Use in the EU country in which you live (if you live in an EU country).

15. SEVERABILITY

If any provisions of these Terms of Use are held by any court or any competent authority to be invalid, unlawful or unenforceable, then such provision shall be deemed severed from the remaining terms, conditions and provisions, which will not otherwise affect the validity of any remaining provisions.

16. WAIVER

The failure by Iterum to perform any of its obligations under these Terms of Use or any other terms applicable to the Site, or to exercise any of its rights or remedies under these Terms of Use or the Site, shall not constitute a waiver of such rights or remedies and shall not release you from compliance with such obligations. A waiver by Iterum of any default by you shall not constitute a waiver of any subsequent or future default. No waiver by Iterum of any of your obligations under these Terms of Use or any other terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

17. ENTIRE AGREEMENT

The Terms of Use, Privacy Statement and Cookie Statement and any other terms or conditions on the Site or in connection with our products and services, are the entire and exclusive agreement between you and Iterum regarding the Site and such products and services and supersede and replace any prior agreement, understanding or arrangement between Iterum and you, whether oral or in writing.

18. PRECEDENCE

18.1 In the event of any conflict and/or inconsistency between the provisions in the Terms of Use, Privacy Statement and Cookie Statement, the aforementioned documents will take precedence in accordance with the following order:

  • Terms of Use;
  • Privacy Statement;
  • Cookie Statement.