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Terms and Conditions Governing the Use of the Check on Mom Website
Last updated: October 2021

Introduction

Welcome to the Check on Mom website. Please read these Terms of Use (these “Terms”) carefully. These Terms are a binding agreement between you and, if applicable, the company or other legal entity you represent (collectively, the “User” or “you”) and Sage Therapeutics, Inc. (“Sage Therapeutics,” “we” or “us”). These Terms govern your use of our website located at www.mycheckonmom.com and any of our other websites, their respective subdomains, and software applications containing a link to these Terms (collectively, our “Sites”). You may use the Sites, provided you comply with these Terms.

In addition to these Terms, you should also read and be aware of the provisions of our Privacy Policy https://www.sagerx.com/privacy-policy , which discloses Sage Therapeutics’ practices regarding the collection and use of your personal information, and other policies that govern other parts of our Sites.

BY USING ANY OF OUR SITES, YOU ARE STATING THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO BE BOUND BY, THESE TERMS (WHETHER OR NOT YOU CONFIRM YOUR AGREEMENT, SUCH AS BY CLICKING “I AGREE”). IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO USE ANY OF OUR SITES.

THESE TERMS INCLUDE: (1) VARIOUS LIMITATIONS AND EXCLUSIONS, (2) A WAIVER OF YOUR RIGHT TO TRIAL BY A JURY IN SECTION 11 AND (3) A DISPUTE RESOLUTION CLAUSE IN SECTION 11 THAT GOVERNS HOW DISPUTES WILL BE RESOLVED AND THAT GENERALLY REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS AND INCLUDES A CLASS ACTION WAIVER. ALSO, THESE TERMS INCLUDE A RELEASE BY USER OF ALL CLAIMS FOR DAMAGE AGAINST SAGE THERAPEUTICS AND CERTAIN THIRD PARTIES THAT MAY ARISE OUT OF THE USE OF OR OTHERWISE RELATES TO USE OF THE SITES.

IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.

1. User

User represents and warrants that: (a) User is of legal age to form a binding contract with Sage Therapeutics, and (b) if User is using the Sites on behalf of a person, company or entity, User represents and warrants that User has full legal authority to accept these Terms on behalf of that person, company or entity.

2. These Terms and Conditions May Change

Sage Therapeutics reserves the right to update or modify these Terms at any time without prior notice. Modifications will be posted on the “Terms of Use” page of our Sites and will be effective as of the date of posting. We will endeavor to notify User of any material modifications to these Terms. Your use of the Sites following any such change constitutes your agreement to follow and be bound by the terms and conditions as changed. For this reason, we encourage you to review these terms and conditions every time you use the Sites. The "last updated" date at the top of this page will be revised to reflect the posting date of the current Terms.

3. No Medical Advice

The information, files, documents, text, photographs, images, audio, and any materials accessed through or made available for use or download through any of our Sites (“Content”), including, without limitation, any information about diseases, conditions, treatments, or medicines, are for informational purposes only. The Content is not intended to be and is not a substitute for professional medical advice, diagnosis, or treatment. Nothing on our Sites should be construed as the giving of advice or the making of a recommendation regarding any decision or action related to your health or the health of others. We do not monitor or authenticate the information contained on our Sites for accuracy, safety, or reliability. Inclusion of Content on any of our Sites does not mean that Sage Therapeutics supports or recommends a specific treatment, drug, physician, test, or other information on our Sites. Any reliance on such Content is solely at your own risk. You should consult a doctor or other qualified health care professional regarding any questions you have about your health or before making any decisions related to your health or wellness.

If you are a doctor or other qualified health care professional, you should not offer any medical advice or treatment on our Sites, nor should you allow the content of our Sites to substitute for your own medical judgment, which you should exercise in evaluating the information on any of our Sites. Please thoroughly review the information provided our Sites before deciding whether any of the products, services or treatments mentioned are right for you or others.

4. Access.

We reserve the right to withdraw, amend, or restrict your access to the Sites (including any part thereof), and any service or Content we provide on the Sites, in our sole discretion, at any time, without notice. We will not be liable if, for any reason, all of any part of the Sites is unavailable. You are responsible for making all arrangements necessary for you to have access to the Sites. In addition, you are solely responsible for ensuring that any access or use of the Sites through your Internet connection complies with these Terms.

5. Using the Sites and our Content

1. License Grant. Subject to, and conditioned on, User’s compliance with these Terms, Sage Therapeutics hereby grants to User a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable, royalty-free right and license to: (i) use the Content provided by Sage Therapeutics for User’s internal non-commercial use; and (ii) to use the Sites to access resources offered by Sage Therapeutics, its affiliates and licensors.
2. Use of Brands. User will not use Sage Therapeutics’ or any of its affiliates’ names, logos, or trademarks (collectively, the “Marks”), without our prior written consent.
3. Ownership. As between User and Sage Therapeutics, we and our affiliates and licensors own all rights, title, and interest in and to the Sites, the Content, the Marks, and all associated databases, software, know-how, and other materials. Subject to the foregoing, User owns all rights, title, and interest in and to all User Content (defined below). Except as expressly provided in these Terms, neither party grants, nor shall the other party acquire, any right, title, or interest (including any implied license) in or to any property of the first party or its affiliates under these Terms. All rights not expressly granted in these Terms are withheld.
4. Feedback. If User provides us feedback about the Content or the Sites, User hereby grants to Sage Therapeutics an unlimited, worldwide, royalty-free, perpetual, sublicensable (including through multiple tiers), and irrevocable right and license to use, share, commercialize, and otherwise exploit User’s feedback in any manner and for any purpose without any obligation to User.

6. Usage Requirements

1. You agree not to use any of our Sites or the Content: (i) in violation of these Terms or any law; (ii) to post or upload information or content that is false, inaccurate, or misleading; (iii) to transmit or display any material that is illegal, abusive, graphically distressing, inflammatory, profane, threatening, hateful, tortious, defamatory, discriminatory, obscene, sexually explicit or contains pornography, libelous, invasive of another’s privacy, hateful, or otherwise objectionable or offensive, or to harass or harm Sage Therapeutics, another entity or another individual; (iv) to infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy of any party; (v) to transmit any unsolicited or unauthorized advertising or promotional materials; (vi) to transmit any material that contains adware, malware, spyware, software viruses, or any other harmful code; (vii) to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (viii) to interfere with or disrupt any of our Sites or any software, hardware, telecommunications equipment or networks used by us; (ix) disparage or injure the reputation or goodwill of Sage Therapeutics, or any of its officers, directors, or employees; (x) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; (xi) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through our Sites or (xii) interfere with other Users’ use and enjoyment of our Sites (for example, by spamming, soliciting or overly promoting personal interests).
2. You are prohibited from violating or attempting to violate the security of any of our Sites, including, without limitation: (1) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (2) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (3) accessing or using any Site or any portion thereof without authorization, in violation of these Terms or in violation of law. Violations of system or network security may result in civil or criminal liability. We will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting people who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of any Site or any activity being conducted on any Site.
3. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates these Terms, including without limitation, removing the offending content from our Sites, suspending or terminating the access of such violators to our Sites and reporting violations to the law enforcement authorities.

7. Forward-Looking Statements.

The Sites may contain express or implied forward-looking statements, which are based on expectations and plans of management. These statements relate to, among other things, our expectations regarding management’s plans, objectives, and strategies. These statements are neither promises nor guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements, including the risks more fully discussed in the section entitled “Risk Factors” in our most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, and discussions of potential risks, uncertainties, and other important factors in our subsequent filings with the Securities and Exchange Commission. In addition, any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. We explicitly disclaim any obligation to update any forward-looking statements.

8. Updates to the Sites

Sage Therapeutics may make improvements and/or changes to any of the Sites at any time. Although we attempt to periodically update information on the Sites, the Content and services provided on or through the Sites may occasionally be inaccurate, incomplete or out of date. We make no representation that the information on the Sites is current, complete or accurate, and we undertake no obligation to update or revise the information contained on the Sites, whether as a result of new information, future events or circumstances or otherwise. Sage Therapeutics will not be liable for any failure to update such information. It is your responsibility to verify any information contained on the Sites before relying upon it.

9. Third Party Sites and Content.

1. Third Party Sites. The Sites may contain links to websites operated by other parties ("Third-Party Sites"). Third-Party Sites are not under the control of Sage Therapeutics, and Sage Therapeutics is not responsible for the content available on any Third-Party Sites linked to the Sites. Such links do not imply Sage Therapeutics’ endorsement of material on any other site or affiliation with such Third-Party Site, and Sage Therapeutics disclaims all liability with regard to (i) your access to or use of such Third-Party Sites; or (ii) any third parties’ access or use of any content or information that you submitted to the Third-Party Sites. Sage Therapeutics provides links to Third-Party Sites as a convenience to users, and access to and use of any Third-Party Sites is at your own risk and subject to corresponding third-party, and not Sage Therapeutics’, terms of use and privacy policies.
2. Third Party Content. Certain content or materials provided on the Sites may be provided by third parties (collectively, “Third Party Content”). We do not control any Third Party Content. Any opinions, advice, statements, views, positions, services, offers, or other Third Party Content expressed or made available on the Sites are solely those of the respective authors or distributors, and do not necessarily reflect our opinions, views, or position. We take no responsibility and assume no liability for any Third Party Content. You use or rely on Third Party Content at your own risk.
3. Your Content. If you submit information or material through any means (collectively, “Your Content”) to any of our Sites, you, to the extent you have any rights in such information or material, grant us a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display Your Content throughout the world in any media. You grant us and our sublicensees the right to use the name, city or zip code, and other biographical information that you submit in connection with Your Content, if we or they choose. You represent and warrant that: (i) you own or otherwise control all of the rights to the content that you submit, including any intellectual property or other proprietary rights other than content that you clearly identify as Third Party Content, e.g., links to third party websites; (ii) Your Content is accurate; (iii) neither Your Content nor your posting or submission of Your Content violates any of these Terms, including without limitation the prohibitions on use of our Sites set forth above; and (iv) neither Your Content nor your posting or submission of Your Content will cause injury to any person or entity, including any privacy or security risk. Sage Therapeutics has no responsibility for any of Your Content or the consequences of your sharing any of Your Content with others. We have the right but not the obligation to monitor and edit or remove any content from our Sites in our sole discretion without notice or consent.
4. Linking to Our Sites. If you wish to link to any of our Sites, you may include an active link on any website you control directing a browser to the home page of that Site, provided that you agree to remove the link at any time upon our request. You may not link to or otherwise provide access to any of our Sites in any way that: (i) alters the look, feel, or functionality of any aspect of our Sites; or (ii) in any way that disparages our Sites or products or that could injure the reputation or goodwill of Sage Therapeutics or any of its products.

10. Indemnification & Release; Disclaimer of Warranties; Limitations on Liability

1. Indemnity; Release. User agrees to release, indemnify, defend and hold harmless Sage Therapeutics, its affiliates, officers, directors, employees, agents, licensors and suppliers (together, “Sage Therapeutics Parties”) from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from: (i) User’s use of the Sites and Content made available on the Sites; and (ii) any violation of these Terms or applicable law by User in connection with User’s use of the Sites, including, but not limited to, any actual or alleged infringement by User or any person to whom User provides access to the Sites of any intellectual property or privacy or other right of any third party, to the fullest extent permitted under applicable laws.

If User is a California resident, User waives California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If User is a resident of another jurisdiction, User waives any comparable statute or doctrine.

2. Disclaimer. THE SITES AND ALL CONTENT ON THE SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, TO BE USED ONLY FOR INFORMATIONAL PURPOSES. THE SAGE THERAPEUTICS PARTIES MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SITES AND CONTENT, AND EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. YOU AGREE THAT USE OF THE SITES AND CONTENT IS AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR VERIFYING ALL OF THE CONTENT AVAILABLE ON THE SITES BEFORE RELYING ON IT. WE MAY DISCONTINUE PROVIDING ACCESS TO THE SITES AND CONTENT OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE OR OPERATION THEREOF, AT ANY TIME AND FROM TIME TO TIME WITHOUT NOTICE OR PENALTY, INCLUDING WITHOUT LIMITATION IMPOSING LIMITS ON CERTAIN FEATURES OF THE SITES OR RESTRICTING ACCESS TO ANY OR ALL OF THE SITES. NEITHER WE NOR ANY OF OUR AFFILIATES WARRANT THAT THE SITES AND CONTENT WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, CURRENT, COMPLETE, ERROR FREE OR FREE OF HARMFUL COMPONENTS.
3. Limitations of Liability. NONE OF THE SAGE THERAPEUTICS PARTIES WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH ANY USE OF OR RELIANCE ON CONTENT, MATERIALS, OR LINKS (INCLUDING LINKS TO THIRD-PARTY SITES) MADE AVAILABLE ON OR THROUGH THE SITES. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO $1,000.
4. Exclusions. Some jurisdictions do not allow exclusions of liability for certain types of damages. Accordingly, some of the above limitations may not apply to User to the extent prohibited by law. In such cases, the Sage Therapeutics Parties’ liability will be limited to the fullest extent permitted by applicable law.

11. Governing Law and Arbitration.

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws principles. IF ANY CONTROVERSY OR CLAIM BETWEEN USER AND SAGE THERAPEUTICS ARISES OUT OF USER’S USE OF THE SITE OR THESE TERMS THAT CANNOT BE RESOLVED THROUGH DIRECT DISCUSSIONS, THE DISPUTE SHALL BE RESOLVED BY FINAL AND BINDING CONFIDENTIAL ARBITRATION BEFORE A SINGLE NEUTRAL ARBITRATOR ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS CONSUMER ARBITRATION RULES OR SUBSEQUENT VERSIONS THEREOF (“AAA RULES,” AVAILABLE AT WWW.ADR.ORG ) OR, IF THE CLAIMS QUALIFY, IN SMALL CLAIMS COURT. IN ARBITRATION THERE IS NO JUDGE OR JURY, AND COURT REVIEW OF AN ARBITRATION AWARD MAY BE LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT. TO BEGIN AN ARBITRATION PROCEEDING, THE PARTY BRINGING A CLAIM MUST SEND A LETTER TO THE OTHER PARTY REQUESTING ARBITRATION THAT DESCRIBES THE CLAIM. WE WILL SEND THE LETTER TO THE ADDRESS USER HAVE PROVIDED US. USER MUST SEND THE LETTER TO US AT: 215 FIRST STREET, CAMBRIDGE, MASSACHUSETTS 02142, ATTENTION: DARYL KREML THE AAA RULES FOR SELECTION OF AN ARBITRATOR SHALL BE FOLLOWED, EXCEPT THAT THE ARBITRATOR SHALL BE EXPERIENCED AND LICENSED TO PRACTICE LAW IN MASSACHUSETTS. USER MAY CHOOSE TO HAVE THE ARBITRATION CONDUCTED BY TELEPHONE, BASED ON WRITTEN SUBMISSIONS OR AT ANOTHER MUTUALLY AGREED LOCATION. WE EACH AGREE THAT THE STATUTE OF LIMITATIONS FOR ASSERTING ANY CLAIMS ARISING OUT OF USE OF THE SITE OR THESE TERMS SHALL BE A PERIOD OF ONE YEAR FROM USER’S LAST USE OF THE SITES. WE EACH AGREE THAT ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTIONS ARISING OUT OF OR CONNECTED WITH THESE TERMS OR THE SITES SHALL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF AND VENUE IN ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION LOCATED IN BOSTON, MASSACHUSETTS, AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL. NOTWITHSTANDING THE FOREGOING ARBITRATION REQUIREMENT, EITHER OF US MAY BRING SUIT IN COURT TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY RIGHTS.

12. TERMINATION OF THE AGREEMENT

1. Term. These Terms will take effect when you first use the Site and will remain in effect until terminated according to these Terms.
2. Termination. We have the right to terminate these Terms, and suspend or revoke your access to all or any portion of the Sites and Content, at any time for any reason. You may terminate these Terms by discontinuing the use of the Sites and Content.
3. Effect of Termination. Upon termination or expiration, all rights granted to User under these Terms will terminate; however, Sections 3, 5(c), 5(d), 7, 9(c), 10, 11, 12, and 14 of these Terms shall survive any termination or expiration of these Terms.

13. Related Agreements

1. Privacy Policy. Any identifying information User provides to us or which we collect about User will be used only in accordance with our Privacy Policy (the “Privacy Policy”), the terms of which are incorporated into these Terms by this reference. If User has not done so already, please take a few moments to review the Privacy Policy which may be accessed HERE.
2. Additional Terms. Some of our Sites, or portions of our Sites, may be subject to additional terms (“Additional Terms”), which will be described in separate policies posted on the applicable Sites. The Additional Terms will supplement these Terms and will control over any conflict between the Additional Terms and these Terms with respect to the specific Sites, or portions thereof, subject to the Additional Terms.

14. General Terms

1. Electronic Communications. User agrees that (i) these Terms constitute an agreement signed by User under applicable law; and (ii) any notices or other communication regarding User’s use of the Sites may be provided to User electronically (by posting on the Site, by e-mail, and other electronic formats) and will be considered received upon posting or other distribution.
2. Mobile Site. Our Sites may include certain services that are available via a mobile device, including (i) the ability to upload content to our Sites via a mobile device and (ii) the ability to browse our Sites from a mobile device (collectively, the “Mobile Site”). To the extent you access our Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain elements of the Mobile Site may be prohibited or restricted by your carrier, and not all aspects of the Mobile Site may work with all carriers or devices. By using the Mobile Site, you agree that we may communicate with you regarding Sage Therapeutics by electronic means and that certain information about your usage of the Mobile Site may be communicated to us.
3. Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between User and Sage Therapeutics or any of Sage Therapeutics’ affiliates. Sage Therapeutics and User are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
4. Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire and exclusive agreement between us with respect to their subject matter, and govern the use of the Site, superseding any prior agreements or negotiations between Sage Therapeutics and the User with respect to that subject matter.
5. Assignment and Delegation. User may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may freely assign or delegate any and all rights and obligations under these Terms without notice to User.
6. Equitable Remedies. User acknowledges that if User violates or breaches these Terms, it may cause irreparable harm to Sage Therapeutics and its affiliates. Accordingly, User agrees that, if User violates or breaches these Terms, Sage Therapeutics shall have the right to seek injunctive relief against User in addition to any other legal remedies that Sage Therapeutics may have.
7. Notices. All notices will be in writing and will reference these Terms. We may notify User using the information User provided, including by email. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Sage Therapeutics accepts service of process at this address:

ATTN: C T Corporation
155 Federal Street, Suite 700
Boston, MA 02110


8. Waiver and Severability. If User does not comply with these Terms, our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any right under these Terms must be in a writing signed by the party purporting to waive such right. If a particular term in these Terms is determined to be invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.
9. Questions. User may direct any questions, complaints, or claims with respect to the Site or Content to privacy@sagerx.com