ALLADAPT IMMUNOTHERAPEUTICS WEBSITE TERMS OF USE

ALLADAPT IMMUNOTHERAPEUTICS
WEBSITE TERMS OF USE

Last Updated: 09 Nov 2020

Welcome to the www.Alladapt.com (the “Website”) of Alladapt Immunotherapeutics (“Alladapt”, “we”, “us” and/or “our”). All use of the Website is subject to the terms and conditions contained in this Terms of Use (“Terms of Use”). By accessing, browsing or otherwise using the Website, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use. If you do not accept the terms and conditions of these Terms of Use, you shall not access, browse or use the Website. We reserve the right, at our sole discretion, to change or modify portions of these Terms of Use at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. Any use of the Website thereafter shall constitute your acceptance of such revised terms and conditions. If any change to these Terms of Use is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Website.

Your access to and use of the Website is also subject to our Privacy Notice below, the terms and conditions of which are hereby incorporated herein by reference.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY ACCESSING OR USING THE WEBSITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE WEBSITE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ALLADAPT’S PRIVACY NOTICE (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE WEBSITE. YOUR USE OF THE WEBSITE, AND ALLADAPT’S PROVISION OF THE WEBSITE TO YOU, CONSTITUTES AN AGREEMENT BY ALLADAPT AND BY YOU TO BE BOUND BY THESE TERMS.

1. Website Overview.

THE WEBSITE DOES NOT PROVIDE ANY MEDICAL ADVICE OR OPINIONS. ALL MATERIALS ON THE WEBSITE ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT SERVE AS A SUBSTITUTE FOR THE ADVICE OF A MEDICAL PROFESSIONAL. Alladapt does not recommend, endorse or make any representation about the efficacy, appropriateness or suitability of any specific tests, products, procedures, treatments, website opinions, health care providers or other information that may be contained on or available through the Website. You are encouraged to confirm any information obtained from or through the Website with other sources, and review all information regarding any medical condition or treatment with your physician. ALLADAPT IS NOT RESPONSIBLE NOR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER THIRD PARTY INFORMATION, WEBSITE OR PRODUCTS THAT YOU OBTAIN THROUGH THE WEBSITE. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF SOMETHING YOU HAVE READ ON OR ACCESSED THROUGH THE WEBSITE.

IF YOU OR SOMEONE YOU CARE FOR ARE EXPERIENCING A MEDICAL EMERGENCY, CALL YOUR HEALTH CARE PROVIDER OR LOCAL EMERGENCY NUMBER (911).

2. Eligibility. You must be at least 18 years old to use the Website. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Website; and (c) your use of the Website is in compliance with any and all applicable laws and regulations.

3. Use of the Website.

a. Use. Subject to your complete and ongoing compliance with these Terms, Alladapt grants you, solely for your personal use, limited, non-exclusive, non-transferable, non-sublicensable, revocable permission to access and use the Website during the Term.

b. Restrictions on Use. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Website or any Materials; (b) make modifications to the Website or any Materials; or (c) interfere with or circumvent any feature of the Website, including any security or access control mechanism. If you are prohibited under applicable law from using the Website, you may not use it.

c. Information You Submit. Do not submit any information or other materials that you consider confidential or proprietary through the Website. If you choose to provide input and suggestions regarding us, our products or services, or problems with or proposed modifications or improvements to the Website (“Feedback”), then you do so on a non-confidential basis (regardless of any designation or indication to the contrary in the submitted information or any accompanying correspondence) and you hereby grant Alladapt an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free, transferable, sublicensable right to exploit the Feedback in any manner and for any purpose, including to improve the Website and create other products and services. In addition, you understand that information you provide through this Website may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

d. Consent to Contact by Study Website. If you provide Alladapt with your contact information by completing a form, you consent to (i) Alladapt sharing your information with study Website(s) nearest you, and (ii) receiving follow up communications, either via email or phone, from the study Website regarding your interest in a particular study. Any communications you receive from the study Website or study Website personnel are governed by the study Website’s terms of use and privacy policy.

4. Ownership; Proprietary Rights. The Website is owned by Alladapt. The visual interfaces, graphics, design, compilation, information, data, computer code, and all other elements of the Website (“Materials”) provided by Alladapt are protected by intellectual property and other laws. As between us, all Materials included in the Website are the property of Alladapt or its third party licensors. Except as expressly authorized by Alladapt, you may not make use of the Materials. Alladapt reserves all rights to the Materials not granted expressly in these Terms.

5. Retention. You acknowledge and agree that Alladapt may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal or regulatory process, applicable laws or government requests; (b) enforce these Terms of Use; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Alladapt, its users and the public.

6. Third Party Websites. The Website may contain links to third party websites. Linked websites are not under Alladapt’s control, and Alladapt is not responsible for their content. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

7. Prohibited Conduct. BY USING THE WEBSITE YOU AGREE NOT TO:

a. use the Website for any illegal purpose or in violation of any local, state, national, or international law;

b. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;

c. interfere with security-related features of the Website, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Website except to the extent that the activity is expressly permitted by applicable law;

d. interfere with the operation of the Website or any user’s enjoyment of the Website, including by interfering with or disrupting any network, equipment, or server connected to or used to provide the Website;

e. attempt to do any of the acts described in this Section 6 or assist or permit any person in engaging in any of the acts described in this Section 6.

8. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Modifications are effective upon publication. 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.

9. Term, Termination and Modification of the Website

a. Term. These Terms are effective beginning when you accept the Terms or first access or use the Website, and ending when terminated as described in Section 8.b (the “Term”).

b. Termination. If you violate any provision of these Terms, your authorization to access the Website and these Terms automatically terminate. In addition, Alladapt may, at its sole discretion, terminate these Terms or suspend or terminate your access to the Website, at any time for any reason or no reason, with or without notice.

c. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Website and (b) Sections 3.c, 4, 9.c, 10, 11, 12, and 13 will survive.

d. Modification of the Website. Alladapt reserves the right to modify or discontinue the Website at any time (including by limiting or discontinuing certain features of the Website), temporarily or permanently, without notice to you. Alladapt will have no liability for any change to the Website or any suspension or termination of your access to or use of the Website.

10. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Website, and you will defend and indemnify Alladapt and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Alladapt Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Website; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. 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.

11. Disclaimers; No Warranties. THE WEBSITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE WEBSITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. ALLADAPT DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE WEBSITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE WEBSITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ALLADAPT DOES NOT WARRANT THAT THE WEBSITE OR ANY PORTION OF THE WEBSITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE WEBSITE, WILL BE ACCURATE, UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND ALLADAPT DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE WEBSITE OR ALLADAPT ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE WEBSITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE ALLADAPT ENTITIES OR THE WEBSITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE WEBSITE AND YOUR DEALING WITH ANY OTHER WEBSITE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE WEBSITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE WEBSITE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Alladapt does not disclaim any warranty or other right that Alladapt is prohibited from disclaiming under applicable law.

12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ALLADAPT ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE WEBSITE OR ANY MATERIALS OR CONTENT ON THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ALLADAPT ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE ALLADAPT ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE WEBSITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $10 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 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Miscellaneous

a. General Terms. These Terms, together with the Privacy Notice and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Alladapt regarding your use of the Website. 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.

b. Governing Law; US Use Only. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Alladapt submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, CA for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Website from our offices in California, and we make no representation that Materials included in the Website are appropriate or available for use in other locations. If you access our Website from outside the United States, you will be responsible for compliance with all local laws. You agree to comply with all laws and regulations applicable to your use of our Website.

c. Additional Terms. Your use of the Website is subject to all additional terms, policies, rules or guidelines applicable to the Website or certain features of the Website that we may post or link to from the Website (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

d. Consent to Electronic Communications. If you provide your contact information through the Website, you consent to receiving certain electronic communications from us as further described in our Privacy Notice. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

e. Contact Information. The Website is offered by Alladapt Immunotherapeutics, Inc., located at 611 Santa Cruz Ave.Menlo Park, CA 94025. You may contact us by sending correspondence to that address or by emailing us at info@alladapt.com.

f. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Website or to receive further information regarding use of the Website.

g. International Use. The Website is intended for visitors located within the United States. We make no representation that the Website is appropriate or available for use outside of the United States. Access to the Website from countries or territories or by individuals where such access is illegal is prohibited.



Alladapt Immunotherapeutics, Inc.
611 Santa Cruz Ave.
Menlo Park, CA 94025
650-420-3900
info@alladapt.com

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