Terms and Conditions

PLEASE READ THIS TERMS OF USE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (“USER”) AND 枢丰商务咨询（上海）有限公司(PIVOTAL BIOVENTURE PARTNERS CHINA) (“PIVOTAL CHINA ,"“WE ,"OR“US”).

By accessing or using our website located  https://www.pivotalbiovp.cn or accessing or using any content, information, services, features or resources available or enabled via such website (collectively, "Website"), clicking on a button or taking another action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Website; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Website. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Website.

Pivotal China reserves the right to modify this Agreement or its policies relating to the Website at any time, effective upon posting of an updated version of this Agreement on the applicable Website. You should regularly review this Agreement, as your continued use of the Website after any such changes constitutes your agreement to such changes.

1. Ownership of and License to Use Pivotal China Properties

1.1 Use of the Website. Pivotal China and its licensors own all rights, title and interest in the Website. The Website is protected by copyright and other intellectual property laws throughout the world. Subject to this Agreement, Pivotal China grants you a limited license to use the Website solely for its intended purpose. Any future release, update or other addition to the Website shall be subject to this Agreement. Pivotal China and its licensors reserve all rights not granted in this Agreement.

1.2 Trademarks. Any of Pivotal China's graphics, logos, service marks and trade names used on or in connection with the Website are the trademarks of Pivotal China and/or its affiliates and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Website are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website.

2. The Purpose and Basis of Our Use of Your Personal Data

To use portions of this Website, a username and password are required. Please take precautions to protect your password and contact us at info@pivotalbiovp.cn if you believe your account has been accessed by an unauthorized person.

3. Restrictions on Use of Website

The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute or host the Website or any portion of the Website; (B) you shall not frame or use framing techniques to enclose any trademark, logo or the Website (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Pivotal China's name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Website except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Website to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Website; (I) you shall not interfere with or attempt to interfere with the proper functioning of the Website or use the Website in any way not expressly permitted by this Agreement; and (j) you shall not attempt to harm the Website, including but not limited to, by violating or attempting to violate any related security features, introducing viruses, worms, or similar harmful code into the Website, or interfering or attempting to interfere with use of the Website by any other user, host or network, including by means of overloading, “flooding," “spamming," “mail bombing”, or “crashing” the Website. Any unauthorized use of the Website terminates the licenses granted by Pivotal China pursuant to this Agreement.

4. Submissions

Please do not send any information to Pivotal China that constitutes a trade secret or is confidential or proprietary. By submitting any ideas, suggestions, documents, and/or proposals via the Website or to Pivotal China (“Submissions”), you and anyone acting on your behalf agree that none of your Submissions will be treated as confidential or proprietary. We cannot accept responsibility for protecting against misuse or disclosure of any Submissions in the absence of our express written agreement to do so. Due to the large number of business plans and related materials that are submitted to Pivotal China, and the similarity of many such plans and materials, we may have already reviewed or may currently be reviewing materials and ideas similar to your Submissions.

5. No Implied Endorsements

In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Pivotal China of that third party or of any product or service provided by a third party.

6. No Advice

The Website is for information purposes only. The information contained on the Website does not constitute investment advice or recommendations, nor should it be construed as an offer to sell or a solicitation to buy any securities. Although Pivotal China makes a good faith effort to provide accurate information on this Website, Pivotal China does not make any representation as to the completeness or accuracy of the information contained on this Website and certain material information, including risk factors and conflict disclosures, may not be included on this Website. The portfolio companies highlighted on this Website are not necessarily representative of our full portfolio of investments. We often highlight select companies to feature our investment theses and investment strategies.

7. Third-Party Links

The Website may contain links to third-party services such as third party websites or applications (“Third-Party Links”). When you click on such a link, we will not warn you that you have left the Website. Pivotal China does not control and is not responsible for Third-Party Links. Pivotal China provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links. Your use of all Third-Party Links is at your own risk.

8. Indemnification

You agree to indemnify and hold Pivotal China, its corporate parents, subsidiaries, and affiliates, and the officers, directors, employees, agents, representatives, partners and licensors of each (collectively, the “Pivotal China Parties”) harmless from any damages, losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any claims concerning: (a) your misuse of the Website; (B) your violation of this Agreement; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations. Pivotal China reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Pivotal China in asserting any available defenses. You agree that the provisions in this section will survive any termination of this Agreement or your access to the Website.

9. Disclaimer of Warranties and Conditions

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK, AND THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PIVOTAL CHINA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. THE PIVOTAL CHINA PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE WEBSITE WILL MEET YOUR REQUIREMENTS OR (2) YOUR USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

10. Limitation of Liability

10.1 Disclaimer of Certain Damages.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PIVOTAL CHINA PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE SERVICES, WHETHER OR NOT PIVOTAL CHINA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE PIVOTAL CHINA PARTIES BE LIABLE TO YOU FOR MORE THAN ANY FEES YOU PAY TO US DURING YOUR USE OF THE WEBSITE OR RELATED SERVICES (IF ANY) IN THE TOTAL AGGREGATE AMOUNT.

10.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PIVOTAL CHINA AND YOU.

11. Termination

At its sole discretion, Pivotal China may modify or discontinue the Website, or may modify, suspend or terminate your access to the Website, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Website, Pivotal China reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress.

12. International Users

The Website is controlled and offered by Pivotal China from its facilities in the People’s Republic of China[MNYK1] [FF2]  and is intended to provide services only to users located in China. Pivotal China makes no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website from other countries do so at their own volition and are responsible for compliance with local law.

13. Governing Law and Dispute Resolution

(1) Governing Law

The formation, effectiveness, performance, interpretation, and dispute resolution of this Agreement shall be governed by the laws and regulations of the mainland region of the People’s Republic of China (excluding the laws and regulations of the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and the Taiwan region). If any provision of this Agreement is found to be invalid due to conflict with applicable laws or regulations, such provision shall be interpreted and applied in a manner that most closely aligns with its original intent to the extent permitted by law, and such invalidity shall not affect the validity and enforceability of the remaining provisions of this Agreement.

(2) Dispute Resolution

This Agreement is executed in Changning District, Shanghai, People’s Republic of China. Any dispute arising from or in connection with your use of this platform’s services and Pivotal shall be resolved through friendly consultation to the extent possible. If such consultation fails, you agree to submit the dispute to the competent people’s court in the district where Pivotal is located (i.e., Changning District, Shanghai) for resolution through litigation.

14. General Provisions

14.1 Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Pivotal China's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

14.2 Force Majeure. Pivotal China shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
14.3 Notice. You may give notice to Pivotal China at the following address: Pivotal BioVentures Partners China, Rm 2001, Yi Fung Place, 99 West Ziyunxi Road, Changning, Shanghai, Attention: General Counsel. Such notice shall be deemed given when received by Pivotal China by letter delivered through a reputable courier service within China (such as EMS) or by registered mail with prepaid postage to the above address.

14.4 Contact Information. If you would like to contact us with respect to the Website, please e-mail info@pivotalbiovp.cn.

14.5 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

14.6 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.