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Allay Therapeutics

Terms of Service

Last Updated: 5.5.2021

Welcome, and thank you for your interest in Allay Therapeutics, Inc. (“Allay,” “we,” or “us”) and our website at www.allaytx.com including subdomains of that website (collectively, the “Site”). These Terms of Use are a legally binding contract between you and Allay regarding your use of the Site.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SITE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY (DEFINED BELOW) (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 SITE. YOUR USE OF THE SITE, AND Allay’S PROVISION OF THE SITE TO YOU, CONSTITUTES AN AGREEMENT BY Allay AND BY YOU TO BE BOUND BY THESE TERMS.

1.     Overview. The Site provides information about Allay and our products and services for non-commercial purposes.

2.     No Medical Advice

2.1           Information Only. WE DO NOT PROVIDE MEDICAL ADVICE. The information made available on or through the Site is not a substitute for any professional medical advice. All information or content provided on our Site , including information about our company, subsidiaries, products, technology, and solutions, is for general informational purposes only. You should always seek the advice of a qualified healthcare professional with any questions you may have regarding your health. Healthcare professionals should exercise their own professional judgment when using our content on our Site. While we attempt to keep all the information on the Site up-to-date, information can change quickly, and the information and content that you find on our Site should not be considered error-free or as a comprehensive source of all information on a particular topic. We do not warrant that any information or content provided on or through our Site is accurate, complete or useful to you. Any reliance you place on such information is strictly at your own risk. We assume no responsibility for any consequences relating directly or indirectly to any action or inaction you may take based upon the information and materials on our Site.

2.2           No Doctor-Patient Relationship. USE OF OUR SITE DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP. No information contained on the Site is intended to be used for medical diagnosis or treatment. You acknowledge and agree that none of the information or content provided through or on any Site has the ability to diagnose, prescribe, or perform any tasks that constitute the practice of medicine.

2.3           Use by Patients and Consumers. IN THE CASE OF A HEALTH EMERGENCY, SEEK IMMEDIATE ASSISTANCE FROM A HEALTHCARE PROFESSIONAL. YOU SHOULD NEVER DELAY OBTAINING MEDICAL ADVICE OR DISREGARD ANY MEDICAL ADVICE BECAUSE OF SOMETHING YOU HAVE OR HAVE NOT READ ON ANY OF OUR SITE. If you are a patient or a healthcare consumer, you should not use any information found on our Site to replace your relationship with your healthcare professional, and you should not rely on any such information as professional medical advice. If you have any questions regarding your health or a medical condition, including whether a product or solution is appropriate for you or the result of using any product described on our Site, you should always seek the advice of your physician or other qualified healthcare professional.

2.4           Product and Service Information. Features and specifications of any products or services described or depicted on our Site are subject to change at any time without notice. Your use of any of the products or services described on our Site is subject to additional disclaimers and terms and conditions that accompany each product.

2.5           Third Party Content. Certain information on our Site is provided by third parties including, but not limited to, the U.S. Food and Drug Administration (FDA). All materials and content provided by those third parties do not necessarily reflect our opinion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

3.     Eligibility. You must be at least 18 years old to use the Site. 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 Site or any other service provided by Allay; and (c) your use of the Site is in compliance with any and all applicable laws and regulations.

4.     Licenses

4.1           Limited License. Subject to your complete and ongoing compliance with these Terms, Allay grants you, solely for your personal, use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site.

4.2           License Restrictions. 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 Site; (b) make modifications to the Site; or (c) interfere with or circumvent any feature of the Site, including any security or access control mechanism. If you are prohibited under applicable law from using the Site, you may not use it.

4.3           Information You Submit. Do not submit any information or other materials that you consider confidential or proprietary through the Site. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Site (“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 Allay 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 Site and create other products and services.

5.     Ownership; Proprietary Rights. The Site is owned and operated by Allay. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Site (“Materials”) provided by Allay are protected by intellectual property and other laws. All Materials included in the Site are the property of Allay or its third-party licensors. Except as expressly authorized by Allay, you may not make use of the Materials. Allay reserves all rights to the Materials not granted expressly in these Terms.

6.     Linked Websites. The Site may contain links to third party websites. Linked websites are not under Allay’s control, and Allay is not responsible for their content.

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

a.              use the Site 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 Site, 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 Site except to the extent that the activity is expressly permitted by applicable law;

d.              interfere with the operation of the Site or any user’s enjoyment of the Site, including by uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code or interfering with or disrupting any network, equipment, or server connected to or used to provide the Site;

e.              perform any fraudulent activity including impersonating any person or entity, or claiming a false affiliation;

f.               sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or

g.              attempt to do any of the acts described in this Section 7 or assist or permit any person in engaging in any of the acts described in this Section 7.

8.     Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. Except as expressly permitted in this Section 8, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these 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.

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

10.  Term. These Terms are effective beginning when you accept the Terms or first access, or use the Site, and ending when terminated as described in this Section 10. If you violate any provision of these Terms, your authorization to access the Site and these Terms automatically terminate. In addition, Allay may, at its sole discretion, terminate these Terms, or suspend or terminate your access to the Site, at any time for any reason or no reason, with or without notice. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Site; (b) you will no longer be authorized to access the Site; and (c) Sections 2, 4.3, 5, 10, 11, 12, 13, and 14 will survive.

11.  Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify Allay and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Allay 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 Site; (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.

12.  No Warranties

12.1         THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. Allay DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, 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. Allay DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND Allay DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

12.2         NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR Allay ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE Allay ENTITIES OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE OR YOUR USE OF THE SITE. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITE 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 SITE) OR ANY LOSS OF DATA.

12.3         THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Allay does not disclaim any warranty or other right that Allay is prohibited from disclaiming under applicable law.

13.  Limitation of Liability

13.1         TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE Allay 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 SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY Allay ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

13.2         TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE Allay ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.

13.3         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 13 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.  Miscellaneous

14.1         General Terms. These Terms, together with the Privacy Policy available at [__]  (the “Privacy Policy”) and any Additional Terms (defined below), are the entire and exclusive understanding and agreement between you and Allay regarding your use of the Site. 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.

14.2         Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles that would result in the application of the laws of another jurisdiction. You and Allay submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Mateo County, California for resolution of any lawsuit or court proceeding permitted under these Terms.

14.3         Privacy Policy. Please read the Privacy Policy ( https://www.allaytx.com/privacy-policy/)  carefully for information relating to our collection, use, storage, disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

14.4         Additional Terms. Your use of the Site is subject to all additional terms, policies, rules, or guidelines applicable to the Site or certain features of the Site that we may post on or link to from the Site or that you agree to in connection with certain technology or services made available to you by or on behalf of Allay (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

14.5         Consent to Electronic Communications. By using the Site, you consent to receiving certain electronic communications from us. 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.

14.6         Contact Information. The Site is offered by Allay Therapeutics, Inc., located at 4040 Campbell Avenues, Suite 110, Menlo Park, CA  94025. You may contact us by sending correspondence to that address or by emailing us at privacy@allaytx.com.

14.7         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 Site or to receive further information regarding use of the Site.

14.8         No Support. We are under no obligation to provide support for the Site. In instances where we may offer support, the support will be subject to published policies.

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

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