Website Terms of Service

Terms of Use

Welcome to XSeed Award. Please read the following terms and conditions of use (the “Terms of Use”) carefully before using this Website. Your use of this Website is subject to, and constitutes acceptance of, the conditions included in these Terms of Use. We may modify these Terms of Use without notice to you, and such modified Terms of Use shall be effective immediately upon posting. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS AND CONDITIONS, DO NOT USE THIS WEBSITE. YOUR CONTINUED USE OF THIS WEBSITE FOLLOWING THE POSTING OF ANY CHANGES TO THE TERMS OF USE CONSTITUTES ACCEPTANCE OF SUCH CHANGES.
You agree that all of your use of this Website will comply with applicable laws.

GENERAL. This website at www.xseedaward.com and its subdomains (“this “Website”) is provided by Deerfield Management Company, L.P. (“we”, “us”, “our”) for the convenience of visitors to our Website. Nothing on this Website should be construed as an offer to form a binding contract, as a grant of any license or as a transfer of any intellectual property. Your use of this Website is at your own risk. Notwithstanding any other provision herein, we reserve the right, in the event of a violation of these Terms of Use, to protect our rights, property and interests to the maximum extent permitted by law.

COPYRIGHTS AND TRADEMARKS. This Website, and the information which it contains, is the property of us, and our affiliates and licensors, and is protected from unauthorized copying and dissemination by United States copyright law, international conventions and other intellectual property laws. All trademarks and logos appearing on this Website are the property of their respective owners. Nothing on this Website should be construed to grant any license or right in or to any trademarks, logos or other intellectual property rights. All rights are reserved by the owners of each trademark, service mark, logo or other intellectual property, except as otherwise described in these Terms of Use. DEERFIELD® and ADVANCING HEALTHCARE® are registered trademarks of Deerfield Management Company, L.P. and may not be used without our express written consent. Any copying of information or documents published on this Website without our prior written approval is strictly prohibited. Except as specifically set forth in these Terms of Use, you may not modify, adapt, translate, exhibit, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, perform, display, reverse engineer, decompile or disassemble, or in any way exploit any of the content or software forming part of this Website in whole or in part.

PRIVACY. Your use of this Website, and any information (including, without limitation, personal information) you submit to us, through or in connection with this Website, is subject to our Privacy Policy, which is available through this Website. Our Privacy Policy is hereby incorporated by reference into these Terms of Use. The sender of any information to us is solely responsible for its content, including, without limitation, its accuracy, truthfulness and non-infringement of any other person’s legal rights.

DATED INFORMATION. While we may periodically update or correct information presented on this Website, such information may include typographical errors and/or technical inaccuracies and/or omissions. We make no representation or warranty as to the accuracy of any information on this Website and expressly disclaim any obligation to update such information. We also reserve the right to make additions, deletions or modifications to any information at any time and from time to time without any prior notice. This Website may contain forward-looking statements. Actual results could differ materially from the expectations and projections set forth in those statements. We assume no obligation to update any forward-looking statements as a result of new information, future events or otherwise.

SUBMITTED MATERIALS. Unless specifically requested, we do not solicit, nor do we wish to receive, any confidential, secret or proprietary information or other material from you through this Website, by email, or in any other way. Any materials submitted or sent on or through this website in any manner (collectively, “Submitted Materials”) will be deemed not to be confidential or secret, and may be used by us in any manner consistent with these Terms of Use and our Privacy Policy. By submitting Submitted Materials on this Website, you: (i) represent and warrant that you either own your Submitted Materials, or that you have the necessary licenses, rights, consents and permissions to use such Submitted Materials and submit them to this Website; and (ii) you grant us a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use such material (in whole or part) in any manner and/or to incorporate it (in whole or in part) in other works (including, without limitation, this Website), products or services in any form, media, or technology now known or later developed. We are not obligated to review any Submitted Materials. We cannot be responsible for maintaining any Submitted Material you provide to this website, and we may delete or destroy any such Submitted Material at any time.

USER CONDUCT. Without limitation of the other terms and conditions set forth herein, while accessing or using this Website, you agree that you shall not:

LINKS TO OTHER WEBSITES. At certain places on this Website, live ‘links’ to other Internet addresses can be accessed. Such external Internet addresses contain information created, published, maintained, or otherwise posted by institutions or organizations independent of us. We do not endorse, approve, certify, or control these external Internet websites and does not guarantee or assume responsibility for the accuracy, completeness, efficacy or timeliness of information located at such websites, nor do we warrant that such websites are free from claims of copyright, trademark, or other infringement of the rights of third parties or that such websites or content are devoid of viruses or other contamination. Use of any information obtained from such websites is voluntary, and at such user’s own risk, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness. Reference therein to any specific commercial product, process, or service by trade name, trademark, service mark, manufacturer, or otherwise does not constitute or imply endorsement, recommendation, or favoring by us. You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through such other sites.

LINKS TO THIS WEBSITE. Links to any document published by us on this Website must be made to the home page only, without deleting any frames or our URL address.

NO WARRANTIES. THIS WEBSITE AND OTHER INFORMATION ON OR ACCESSIBLE FROM THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH THIS WEBSITE IS FREE OF ERRORS; (ii) THE CONTENT, FUNCTIONS OR SERVICES PROVIDED BY THIS WEBSITE WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED; OR (iv) THIS WEBSITE OR THE SERVER(S) THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.

DISCLAIMER. IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU, ANY OTHER USER OF THIS WEBSITE, THIRD-PARTY PROVIDERS OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THIS WEBSITE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

LIMITATION OF LIABILITY. OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THESE TERMS OF USE SHALL NOT EXCEED THE GREATER OF (i) $1.00 OR (ii) THE AGGREGATE AMOUNT YOU HAVE PAID TO US FOR ACCESS TO ANY PORTION OF THIS WEBSITE, IF ANY, IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.

EXCLUSIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION. By accessing and/or using this Website, you agree to indemnify, defend and hold the us and our respective officers, directors, partners, employees, members, agents, information providers, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all liability and costs, including without limitation reasonable attorneys' fees and expenses, incurred by the Indemnified Parties in connection with any claim arising out of or breach by you of these Terms of Use or the representations, warranties and covenants deemed made by you hereunder or any activity related to your account or password (including but not limited to negligent or wrongful conduct), by you or any other person accessing this website using your account or password. You agree to cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not enter into any settlement agreement which affects the rights of any of the Indemnified Parties or requires the taking of any action by any of them, without our prior written approval.

NO SOLICITATION OR INVESTMENT ADVICE. The purpose of this Website is limited to providing you with general information on XSeed Award. We do not render, purport to render, or offer to render, investment advice through this Website. Nothing on this Website constitutes or forms a part of any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of or be relied upon in connection with any contract or commitment whatsoever.

Nothing here in is intended to constitute legal, accounting, tax, securities or investment advice, an opinion regarding the appropriateness of any investment, or an offer or a solicitation to buy or sell a security of any type or to engage in any other transaction. The contents of this website are intended for general information purposes only. Nothing contained on this Website should be relied on in making any investment or other decision.

Any information provided on or through this Website is not a recommendation to invest in any fund, and neither we nor any of our respective affiliates is undertaking to provide any investment advice to any investor (impartial or otherwise), or to give advice to any investor in a fiduciary capacity in connection with an investment in any fund and, accordingly, no part of any compensation received by us or any of our affiliates in connection with XSeed Award is for the provision of investment advice to the investor.

APPLICABLE LAW. This Website can be accessed from every U.S. state, as well as from other countries around the world. Each of those places has laws that may differ from those of the State of New York, where our corporate office is located. By accessing this Website, you and we agree that the laws of the State of New York, without regard to its conflicts of laws principles, will apply to all disputes based on, arising out of or relating to your use of this Website or any information it contains. With respect to such disputes, you and we also agree and hereby submit to the exclusive personal jurisdiction and venue of any state or federal court located in New York, New York.

MISCELLANEOUS. You may not assign or transfer your rights or obligations under these Terms of Use in whole or in part to any third party without our consent. These Terms of Use shall bind and inure to the benefit of the parties to these Terms of Use and their respective successors and permitted assigns. We and you are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party. These Terms of Use contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement provided by us, and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms of Use on this Website. The headings and captions used in these Terms of Use are used for convenience only and are not to be considered in construing or interpreting these Terms of Use. If any part of these Terms of Use is held to be unlawful, void or unenforceable, that part shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

CHANGES TO THIS NOTICE. XSeed Award reserves the right to change these Terms of Use from time to time for any reason. Any such changes shall be effected by posting of the updated Terms of Use to this Website; provided that any such changes shall only apply to your use of this Website after the date of such change(s), unless you expressly accept retroactive application of such change(s) via a click-through agreement, a signed agreement or otherwise.

Copyright © 2021, Deerfield Management Company, L.P. All Rights Reserved.