Terms of Use

Last Updated October 11, 2023

1. Introduction

Welcome to the Athira website. Please read these terms and conditions (“Terms”) carefully. These Terms are a binding agreement between you and Athira Pharma, Inc. (“Athira,” “we,” “our,” or “us”). These Terms govern your use of our website located at Athira.com, and any of our other websites, their respective subdomains (collectively, the “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.

2. NO MEDICAL ADVICE

The Sites may include information regarding drug candidates that are under clinical investigation and which have not yet been approved for marketing by the U.S. Food and Drug Administration or any other regulatory agency. The drug candidates are currently limited by applicable law to investigational use, and no representation is made as to their safety or effectiveness for the purposes for which they are being investigated.

The information, files, documents, text, photographs, images, audio, and any materials accessed through or made available for use or download through our Sites (“Content”), including, without limitation, any information about diseases, conditions, treatments, drug candidates, 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 our Sites does not mean that Athira supports or recommends a specific treatment, drug, physician, or test. Any reliance on the 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. Never disregard medical advice or delay in seeking it because of something you have read on our Sites or the Content.

If you are a doctor or other qualified health care professional, you should not offer any medical advice or treatment based on our Sites, nor should you allow the Content to substitute for your own medical judgment, which you should exercise in evaluating the information on any of our Sites.

3. Eligibility

You must be at least 18 years of age to use the Sites. By agreeing to these Terms, you represent to us that: (a) you are at least 18 years of age; and (b) your use of the Sites will comply with any and all applicable laws. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents that they have authority to bind you to these Terms and you agree to be bound by these Terms.

4. Changes to the Terms

We may periodically make changes to these Terms. When we do, we will update the “Last Updated” date above. You are expected to review the most recent version of these Terms and remain informed of any changes. You agree that your continued use of the Sites after the effective date of any changes will constitute your acceptance of the changed Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

5. Changes to the Sites

Subject to your compliance with these Terms, Athira grants you a limited, non-exclusive, non-transferable, freely revocable license to access and use the Sites solely for your own personal, non-commercial use. No other use of the Sites is authorized.

6. Limited License

7. Prohibited Conduct

You must comply with all applicable laws when using the Sites, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy. Except as may be expressly permitted by applicable law or expressly permitted by us in writing, you will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any information or material available on the Sites or compile or collect any Content as part of a database or other work; (b) use any automated tool (e.g., bots, web crawlers, etc.) to use the Sites or store, copy, modify, distribute, or resell any Content; (c) rent, lease, or sublicense your access to the Sites; (d) use the Sites or the Content for any purpose except for your own personal use; (e) circumvent or disable any digital rights management, usage rules, or other security features of the Sites; (f) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Sites or the Content; (g) use the Sites in a manner that threatens the integrity, performance, or availability of the Sites; or (h) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Sites or the Content.

8. Ownership

The Sites are owned and operated by Athira. We or our licensors retain all rights, title, and interest in and to the Sites, the Content, and any trademarks, logos, or service marks displayed on the Sites or the Content (“Marks”). The Sites, the Content, and the Marks are protected by applicable law. You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Sites or the Content. Nothing contained on the Sites should be construed as granting by implication, estoppel, or otherwise, any license or right to use any of the Content or the Marks displayed on the Sites without the prior written permission of Athira or any third party that may own such Content or Marks.

9. Privacy Policy

Your privacy is important to us. Our Privacy Policy is hereby incorporated into these Terms by reference. Our Privacy Policy explains the information we may collect, how we use and share that information, and other important information. Please read our Privacy Policy carefully as you are agreeing to it when you use the Sites or otherwise agree to these Terms.

10. Links and Third-Party Content

The Sites may contain links to third-party products, services, and websites. We exercise no control over the third party products, services, and websites, and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third-party products, services, and websites. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through the third-party products, services, and websites.
Additionally, if you follow a link or otherwise navigate away from the Sites, please be aware that these Terms will no longer apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any third-party websites to which you navigate to from the Sites.

11. Submitted Information; Feedback

Any communications or other information you send to the Sites or otherwise to Athira by email, with the exception of personally identifiable information as defined in the Privacy Policy, shall be deemed non-confidential. If you provide any suggestions, ideas, concepts, ideas, know how, reports, techniques (including feedback about us, our Sites, or our product candidates) (collectively your “Feedback”): (i) you grant us all necessary rights to use your Feedback; (ii) you acknowledge and agree that we are free to use, disclose, distribute and otherwise act on your Feedback with no financial, credit, or other obligation whatsoever to you, but we are not obligated to use your Feedback in any way; (iii) you acknowledge and agree that we are not obligated to keep your Feedback confidential other than as set forth in the Privacy Policy; and (iv) you represent that your Feedback is entirely your original work.

12. Electronic Communications Notice

When you use our Sites or send emails to us, you are communicating with us electronically. You consent to receiving communications from us electronically. We may communicate with you by email or posting notices on the applicable Site. You agree that all agreements and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. In order to access any such communications, you must have a computer or other Internet-enabled device. In order to retain copies of any such communications, you must have a printer or data storage device. If you have a printer, you may print paper copies of any such communications for your own use. If you wish to withdraw your consent for us to communicate with you electronically, you may not use our Sites.

13. Disclaimers; No Warranties

YOUR USE OF THE SITES AND CONTENT IS AT YOUR SOLE RISK. THE SITES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ATHIRA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SITES OR CONTENT, AND YOU RELY ON THE SITES AND CONTENT AT YOUR OWN RISK. ANY CONTENT OR OTHER MATERIAL OBTAINED THROUGH THE SITES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM ANY DOWNLOAD THROUGH THE SITES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ATHIRA OR THROUGH OR FROM THE SITES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. HOWEVER, ATHIRA DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT ATHIRA IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

14. Limitation of Liability and Damages

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL ATHIRA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER (EVEN IF ATHIRA HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), ARISING OUT OF RESULTING FROM (A) THESE TERMS, (B) NEGLIGENCE, (C) YOUR USE OR INABILITY TO USE THE SITES, (D) CONTENT, OR (E) ANY LOSS OF DATA. UNDER NO CIRCUMSTANCES WILL ATHIRA’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SITES OR CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $100.00 IN THE AGGREGATE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15. Indemnity

You release, indemnify and hold harmless Athira, its affiliates, and our and their officers, agents, and employees, from any costs, damages, expenses, and liability arising out of or resulting from: (i) your use or misuse of our Sites or Content, (ii) information you submit or your Feedback, (iii) any violation by you of these Terms, or (iv) your violation of the rights of another. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

16. Governing Law; Jurisdiction; Dispute Resolution

These Terms are governed by the laws of the state of Washington without regard to conflict of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Sites will lie in the state courts located in Seattle, Washington and the federal court for the Western District of Washington located in Seattle, Washinton, and you irrevocably agree to submit to the jurisdiction of such courts. The failure of Athira to enforce any right or provision of these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Athira in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Sites or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. You may only resolve disputes with us on an individual basis and may not bring and expressly waive bringing a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. YOU HEREBY WAIVE YOUR RIGHT TO A JURY TRIAL IN ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF YOUR USE OF OUR SITES OR THESE TERMS.

17. Forward-Looking Statements

The Sites may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our beliefs and assumptions and on information currently available to us. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,” anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,” “would,” “continue,” “ongoing” or the negative of these terms or other comparable terminology. Forward-looking statements include all statements other than statements of historical fact contained in the Sites, including information concerning our future financial performance, business plans and objectives, timing and success of our planned development activities, our ability to obtain regulatory approval, the potential therapeutic benefits and economic value of our product candidates, potential growth opportunities, competitive position, industry environment and potential market opportunities, and the impact of the COVID-19 pandemic on our business and operations. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. These factors, together with those that are described in greater detail in our filings with the Securities and Exchange Commission (“SEC”), may cause our actual results, performance or achievements to differ materially and adversely from those anticipated or implied by our forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date presented, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

18. General Terms

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Athira regarding your use of the Sites. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

19. Contacting Athira

If you have any questions or concerns about the Sites or these Terms, you may contact us by email at info@athira.com or write to us at:

Athira Pharma, Inc.
18706 North Creek Parkway, Suite 104
Bothell, WA 98011
Attn: Legal