Terms of Use Agreement

1. Acceptance of the Terms and Conditions.

Information you provide to us may include:

• 1.1.  Latus Bio, Inc. (herein referred to as the “Company,” “we,” “us” or “our”) provides and makes available this web site located at https://www.latusbio.com/, (including the Content (as defined below), the “Web Site”). All use of the Web Site is subject to the terms and conditions contained in this Terms of Use Agreement (the “Agreement”). Please read this Agreement carefully. By accessing, browsing or otherwise using the Web Site, 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 access, browse or use the Web Site.
• 1.2.  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 Web Site. The revised Agreement will become effective upon posting. Any use of the Web Site after such date shall constitute your acceptance of such revised Agreement. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Web Site.
• 1.3.  Your access to and use of the Web Site is also subject to the Company’s Privacy Policy  located at Privacy Policy. If you object to the Company’s Privacy Policy, then you must not access or use the Web Site.

2. Use of the Web Site

• 2.1.  This Web Site contains material including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as expressly permitted under this Agreement. No other use is permitted without our prior written consent. Subject to your compliance with this Agreement, the Company hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable license to access and use the Web Site on your personal device(s) solely for your personal, non-commercial use, as provided herein. 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 the Content or reproduce, display, publicly perform, make a derivative version of, distribute or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Web Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
• 2.2.  The trademarks, service marks and logos of the Company (the “Company Trademarks”) used and displayed on this Web Site are registered and unregistered trademarks or service marks of the Company. Other company, product and service names located on the Web Site may be trademarks, service marks or logos owned by third parties (the “Third-Party Trademarks”, and, collectively with the Company Trademarks, the “Trademarks”). Nothing on this Web Site 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 Web Site without the prior written consent of the Company specific for each such use. The Trademarks may not be used to disparage the Company or the applicable third party, the Company’s or third party’s products or services or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without the Company’s prior written consent. All goodwill generated from the use of any Company Trademark shall inure to the Company’s benefit.
• 2.3.  You agree not to: (a) take any action that imposes an unreasonable load on the Web Site’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Site or any activity being conducted on the Web Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Web Site, (d)delete or alter any Content or other material posted on the Web Site by the Company or any other person or entity, (e)frame or link to any of the Content or other materials or information available on the Web Site or (f) engage in unauthorized “crawling,” “scraping” or harvesting of content or personal information, or use any other unauthorized automated means to compile information available through the Web Site.
• 2.4.  The Web Site contains links to third-party web sites (“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 or data collection practices of any linked External Sites and do not make any, and disclaim all, representations and warranties regarding such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
• 2.5.  Certainelements of the Web Site are protected by trade dress, trademark, unfair competition and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of the Agreement. None of the Content for this Web Site may be retransmitted without the express written consent from the Company for each and every instance.
  
• 2.6.  You agree that any comments, suggestions or feedback you provide regarding your use of the Web Site (“Feedback”) will become the exclusive property of the Company, regardless of the form or platform in which it is delivered. You further agree that the Company may use all or part of your Feedback or any derivative thereof in any manner or media without any remuneration, compensation, or credit to you, including to improve the Web Site and Content and create other products and services. You hereby assign to the Company all right, title and interest to your Feedback, including all copyrights therein. To the extent such assignment is not permitted, you hereby grant the Company a royalty-free, irrevocable, perpetual, non-exclusive, worldwide fully sublicensable license to exploit the Feedback as described in this section.
  
• 2.7.  The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials on the Web Site infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the Web Site should be sent to the Company at:
  By Mail: 2929 Arch Street 8th Floor, Suite 2 Philadelphia, PA 19104
  By Email: info@latusbio.com
  Note: The DMCA safe harbors do not apply to content that the Company publishes itself. They only protect the Company against infringement claims based on third-party user-generated content uploaded to the Web Site. If users cannot upload content, then this section can be omitted.
  

3. Limitation of Liability and Disclaimer of Warranties

• 3.1.  THE COMPANY, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE WEB SITE OR THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE COMPANY PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE AVAILABILITY OF THE WEB SITE FOR ANY REASON. YOU AGREE THAT YOU USE THE WEB SITE AND THE CONTENT AT YOUR OWN RISK.
  THE COMPANY PARTIES DO NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR‑FREE OR THAT THE WEB SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEB SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO COMPANY PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS OR ANY RESULTING DAMAGES.
  THE WEB SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON‑INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
• 3.2.  IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF SUCH COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• 3.3.  SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH JURISDICTIONS, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
• 3.4.  IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS 3.1 AND 3.2 AND SECTION4 BELOW ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

4. Indemnification

To the maximum extent permitted under applicable law, you agree to defend, indemnify and hold harmless the Company 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 or misuse of the Content or Web Site. The Company shall provide notice to you of any such claim, suit or proceeding. The Company 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 the Company’s defense of such matter. You may not settle or compromise any claim against the Company Parties without Company’s written consent.

5. Termination of the Agreement

• 5.1.  The Company reserves the right, in its sole discretion, to restrict, suspend or terminate this Agreement and your access to all or any part of the Web Site or the Content at any time and for any reason or for no reason without prior notice or liability. The Company reserves the right to change, suspend or discontinue all or any part of the Web Site or the Content at any time without prior notice or liability.
• 5.2.  Sections 2(Use of the Web Site), 3(Limitation of Liability and Warranty), 4(Indemnification), 5(Termination of Agreement), and 8(Miscellaneous) shall survive the termination of this Agreement.

6. User Must Comply with Applicable Laws

• 6.1.  This Web Site is directed to users in the United States. 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 Web Site 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.
• 6.2.  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 the 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 the Content.

7. U.S. Government Restricted Rights

The Content is provided with “RESTRICTED RIGHTS.” Use, duplication or disclosure by the U.S. 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 Web Site or Content by the U.S. government constitutes acknowledgement of our proprietary rights in the Web Site and Content.

8. Miscellaneous

This Agreement is governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of Delaware. 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. Failure of the Company to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against the Company unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by the Company and you, this Agreement constitutes the entire Agreement between you and the Company with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. You may not assign or transfer this Agreement or any rights or licenses granted to you under this Agreement. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Web Site might be publicly accessible. Important and private information should be protected by you. The Company is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.