TERMS OF USE

1. Information About Us

Clover Biopharmaceuticals, Ltd. (“CLOVER, “we”, “our”, and “us”). CLOVER is a publicly traded, clinical-stage biotechnology company with global headquarters located at 49F, Park Place, 1598-1601 West Nanjing Road, Jing'an District, Shanghai 200040. CLOVER has a US office at 200 State Street, Suite 1105, Boston, MA 02109.

 CLOVER operates and maintains the CLOVER webServices (www.cloverbiopharma.com, other product-related webServicess as well as mobile applications (collectively, the “Services”). These Terms of Use (the “Terms”) govern your access to and use of the Services, Content, and related services. Please read the entirety of these Terms carefully because they constitute a legal agreement between CLOVER and you.

2. Accessing the Services

Access to our Services is permitted on a temporary basis, and we reserve the right to withdraw or amend our Services without notice (see below). We will not be liable if for any reason our Services is unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to the Services.

3. Disclaimer

Although we have take reasonable care in setting up the Services, we are not responsible for any action taken by any person or organization, wherever they are based, as a result, of information provided in or accessed through the Services whether such information is provided by us or by a third party. Nothing on the Services should be construed as the giving of advice or the making of any recommendation and the Services should not be relied upon as the basis for any decision or action. As a result of ongoing medical advances and developments, the information on the Services may not always be completely up to date and, for this reason, such information is provided on an “AS IS” and “AS AVAILABLE” basis.

WE MAKE NO WARRANTIES, REPRESENTATIONS OR GIVE ANY UNDERTAKINGS EITHER EXPRESS OR IMPLIED ABOUT ANY OF THE CONTENT OF THIS SERVICES (INCLUDING, WITHOUT LIMITATION, THE TIMELINESS, CURRENCY, ACCURACY, COMPLETENESS OR FITNESS FOR ANY PARTICULAR PURPOSE OF SUCH CONTENT OR THAT THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ERROR FREE OR RELIABLE).

You agree that the use of information obtained or downloaded from or through the Services is at your sole discretion and risk. Some jurisdictions do not allow the exclusion of implied warranties in which case the above will not apply in such jurisdictions. Any medical information on the Services is not intended as a substitute for informed medical advice and we cannot answer any unsolicited emails relating to personal healthcare issues. Information on the products mentioned on the Services may vary by country. Patients and healthcare professionals should check with local medical resources and regulatory authorities for information appropriate to their country. YOU MUST CONSULT A SUITABLY QUALIFIED HEALTHCARE PROFESSIONAL ON ANY SPECIFIC PROBLEM OR MATTER WHICH IS COVERED BY ANY INFORMATION ON THIS SERVICES BEFORE TAKING ANY ACTION.

Nothing on the Services shall be deemed to constitute an invitation to invest or otherwise deal in shares, or other securities in CLOVER. Actual results and developments may be materially different from any forecast, opinion or expectation expressed on the Services and the past performance of the price of securities must not be relied on as a guide to their future performance. 

4. Limitation of Liability

To the extent permitted by law, we, affiliates of CLOVER, and third parties connected to us hereby expressly exclude:

This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

We do not warrant that functions contained in the Services will be uninterrupted or error free, that defects will be corrected, or that the Services or the server that makes it available are free of viruses or bugs. 

5. Intellectual Property Rights

The intellectual property rights in the Services, and in the material published on it including without limitation, in all documents, files, text, images, audio files, video files, flash tutorials, graphics, devices and code contained in it and in the Services's general "look and feel", is owned by CLOVER, its affiliates or our external partners. These works are protected by copyright laws and treaties around the world. All such rights are reserved.

You are authorized to make a single copy and to print extracts or documents from the Services (except for any third party owned content which has been identified as such) for your non-commercial use provided any such copy or print retains all copyright or other proprietary notices and any disclaimer contained within them. All CLOVER names, logos and trademarks may not be used or reproduced without our prior written consent. Our status (and that of any identified contributors) as the authors of material on our Services must always be acknowledged.

Other than as specifically mentioned above, reproduction of part or all of the contents of the Services in any form, including framing, creating any derivative work based on the Services and or its content, incorporation into other webservices, electronic retrieval systems or publications is prohibited. You may not use any diagrams, illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. No links to the Services may be included in any other webservice without our prior written permission.

We cannot guarantee that you have any right to use third party owned content which is available on the Services and you must obtain permission from the third party owner before using or downloading such content. Content which is copyright protected may not be changed nor may any author attribution notice or copyright notice appearing on such content be altered without first obtaining the appropriate consents.

Except for the limited permission set out above, nothing on the Services should be construed as granting any other right or license.

All product names referred to on the Services are trademarks of CLOVER or its affiliates, except for those marks which are indicated as owned by other companies and all rights are reserved.

6. Linking to this Services

You may not link to our home page without first obtaining our prior written consent. Following such consent any such link must be presented in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any webservices that is not owned by you.

The Services must not be framed on any other webservices, nor may you create a link to any part of our Services other than the home page following written consent from us referred to above. We reserve the right to withdraw linking permission without notice. The webservices from which you are linking must comply in all respects with this Legal Notice.

7. Changes to this Services

We reserve the right to change any part of the Services or this legal notice at any time without notice. Any changes to this legal notice shall take effect from the next time you access the Services. You are expected to check this Legal Notice from time to time to take notice of any change we made, as they are binding on you. Notwithstanding the above, we shall not be obliged to keep the Services up to date. If the need arises, we may suspend access to the Services, or close it indefinitely.

8. Indemnities

You agree to defend, indemnify, and hold harmless CLOVER and/or its affiliates and their officers, directors, employees and agents from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms of Use or your access to, use or misuse of the content or services. CLOVER has the right to exclusive defense and control of any matter for indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting CLOVER’s defense of such matter.

9. Medical Advice Disclaimer

No information on the webservices is provided with the intention to give medical advice or instructions on the use of drugs or drug candidates for the treatment of any medical condition. Visitors should always consult a healthcare professional for diagnosing a health or fitness problem or disease.

10. Privacy

By using the webservices, you grant CLOVER the right to use all content you upload or otherwise transmit to this webservices, subject to these Terms of Use and CLOVER’s Privacy Policy.

(Check the Privacy Policy:www.cloverbiopharma.com/privacy-policy)

11. Compliance with Laws

You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the content. You expressly agree to comply with any applicable export restrictions under any applicable export control laws and not to export or re-export any of the content to countries or persons prohibited under such export control laws.

12. Severability

If any provision of Terms of Use is found to be unlawful, void or unenforceable, the invalidity or unenforceability of such provisions shall not affect the validity of the remaining provisions of Terms of Use, which shall remain in full force and effect.

13. How to Contact Us

You can contact us by sending an email to compliance@cloverbiopharma.com at CLOVER.

14. Effective Date

CLOVER’s Terms of Use are effective as of 1 April 2022.