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Terms of Use

1. Acceptance of the Terms and Conditions

Galaxia Bio, Inc. (“GalaxiaBio,” “we,” “us” or “our”) provides and makes available this website (the “Website”). All use of the Website is subject to the terms and conditions contained in these Terms of Use (the “Agreement”). Please read this Agreement carefully. By accessing, browsing or otherwise using the Website, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not, and are not permitted to, access, browse or use the Website.

You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Use” link on the Website. The revised terms and conditions will become effective at the time of posting. Any use of the Website after such date constitutes your acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing or otherwise using the Website.

Your access to and use of the Website is also subject to our Privacy Policy, which is hereby incorporated herein by reference.

Nothing on this Website should be construed as an offer to form a binding contract, or as granting any license or transfer of intellectual property. Your use of this Website is at your own risk.

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND GALAXIABIO ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 8 OF THESE TERMS).

2. Use of the Website

Medical Information/Conditions

Any information posted on this Website related to medical conditions and their treatment is general in nature and is intended only for educational and general information purposes. Should you have a medical condition that may require treatment, or if you have any specific medical questions, promptly see your own doctor or other health care provider. Nothing on this Website is intended to act as professional medical advice. If you are a patient in a medical emergency, please seek emergency treatment from a doctor or other health care provider instead of reviewing information on this Website. We do not offer medical diagnosis or treatment from this Website, and none of the information contained on this Website should be construed as providing medical advice or services of any kind. Only your doctor or other health care provider can determine if a particular medical treatment is appropriate for you.

Always seek the advice of your doctor or other qualified health care provider before starting any new treatment or with any question that you may have about a medical condition.

Content

The structure, code and organization of this Website are proprietary to us. This Website contains material, including but not limited to software, text, graphics and images (collectively, the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with one or more third parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of any Content may violate copyright, trademark or other laws. You have no rights in or to any Content, and you will not use, copy or display the Content except as permitted in this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense or modify any Content or reproduce, display, publicly perform, make a derivative work of, distribute or otherwise use any Content in any way for any purpose, including without limitation any public or commercial purpose. The use or posting of any Content on any other website or in a networked computer environment for any purpose is prohibited. If you violate any part of this Agreement, your right to access and/or use any Content or the Website shall automatically terminate and you shall immediately destroy any copies you have made of any Content.

Trademarks

The trademarks, service marks, and logos owned by GalaxiaBio that are used and displayed on this Website, including without limitation all such marks and logos referencing GalaxiaBio are registered and unregistered trademarks or service marks of GalaxiaBio. Other company, product and service names located on the Website may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and, collectively with the GalaxiaBio Trademarks, the “Trademarks”). Nothing on this Website or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Website without the prior written consent of GalaxiaBio specific for each such use. The Trademarks may not be used to disparage GalaxiaBio or the applicable third party, GalaxiaBio’s or the third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any website is prohibited without GalaxiaBio’s prior written consent. All goodwill generated from the use of any GalaxiaBio Trademark shall inure to GalaxiaBio’s benefit. All rights are reserved by the owners of each Trademark, except as otherwise described in this Agreement.

Certain Prohibitions

You agree not to: (a) take any action that imposes an unreasonable load on the Website’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Website, (d) delete or alter any material posted on the Website by GalaxiaBio or any other person or entity, (e) frame or link to any of the materials or information available on the Website or (f) distribute any virus, Trojan horse, disabling device, time bomb or other code that may impact the operation of the Website, or use the Website to distribute any of the foregoing.

Third Party Links

The Website may contain links and/or references to third party websites and/or services (the “External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any External Site and do not make any representation regarding the content or accuracy of any materials on any such External Site. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Site, you do so at your own risk.

Links to Us

Links to any document published by us on this Website must be made to the home page only, without deleting any frames, or our URL address.

Our Social Media

We may use social media accounts from time to time. If you use any social media to communicate with us, please be aware that the terms and privacy policies of the applicable social media platform will govern those communications with us, in addition to this Agreement. Information that you make available on a social media platform may be made available publicly, so we recommend that you not provide us with any information via any social media that you do not feel comfortable making available publicly. We welcome your mentions, replies, comments, likes, suggestions or shares, but please note that any content that you provide to us via a social media channel may be used by us without restriction and without any obligation of payment to you. We will use reasonable efforts to respond to your comments. We may remove or not approve a comment for any reason or no reason, including if the comment includes vulgar, defamatory, racist, pornographic, violent or other content. There are certain questions or comments that we will not respond to, including without limitation financial data or data on progress of our clinical trials. If we follow any other person’s account, that is not an endorsement. We reserve all rights in relation to use of social media platforms. We do not offer medical diagnosis or treatment via our social media accounts.

3. Limitation of Liability and Disclaimer of Warranties

Disclaimer of Warranties

THE WEBSITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. GALAXIABIO, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “GALAXIABIO PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY, OR THAT GALAXIABIO WILL UPDATE SUCH CONTENT OR KEEP SUCH CONTENT CURRENT OR UP TO DATE. THE GALAXIABIO PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU, FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEBSITE AND THE CONTENT AT YOUR OWN RISK. THE GALAXIABIO PARTIES DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO GALAXIABIO PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS. THE GALAXIABIO PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR PARTICULAR PURPOSE.

Limitation of Liability

IN NO EVENT SHALL ANY GALAXIABIO PARTY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, MULTIPLE, PUNITIVE, SPECIAL OR OTHER INDIRECT DAMAGES, LOST PROFITS, LOST REVENUES, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE OR ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH GALAXIABIO PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE GALAXIABIO PARTIES’ AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) $1.00 OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO US FOR THIS WEBSITE, IF ANY, IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.

Certain States

Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE GALAXIABIO PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

4. Indemnification

You agree to defend, indemnify, and hold harmless the GalaxiaBio Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use of or misuse of any Content or the Website. GalaxiaBio will provide notice to you of any such claim, suit, or proceeding. GalaxiaBio reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting GalaxiaBio’s defense of such matter.

5. Termination

GalaxiaBio reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website or the Content at any time and for any reason without prior notice or liability. GalaxiaBio reserves the right to change, suspend, or discontinue all or any part of the Website or the Content at any time without prior notice or liability.

Sections 2 (Use of the Website), 3 (Limitation of Liability and Warranty), 4 (Indemnification), 5 (Termination of Agreement), and 9 (General) shall survive the termination of this Agreement.

6. User Must Comply with Applicable Laws

We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. You understand that if you access this website from another country and provide your personal information to us through this website, your personal information may be transmitted to us, and you consent to such transfer.

The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading any Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of any Content.

7. U.S. Government Restricted Rights

The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Website or any Content by the Government constitutes acknowledgement of our proprietary rights in the Website and Content.

8. Arbitration

At the election of you or GalaxiaBio, any dispute, claim or controversy arising out of or relating to this Agreement that is not resolved by mutual agreement may be resolved by binding arbitration to be conducted before J.A.M.S., or its successor. Unless otherwise agreed by the parties, the arbitration will be conducted in Delaware. You may opt out of this agreement to arbitrate by sending written notice to Galaxia Bio, Inc., ATTN: Arbitration Opt-out, 867 Boylston Street, 5th Floor #2183, Boston, MA 02116 within 30 days of first accepting these Terms of Use.

9. General

This Agreement is governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. This Agreement constitutes the entire agreement between you and GalaxiaBio with respect to the use of the Website.