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Terms of Use

ARSENALBIO WEBSITE TERMS OF USE

LAST REVISED ON: JUNE 24, 2024

These Website Terms of Use (“Terms”) are entered into by and between you, the user accessing and/or using the Website (“you”), and Arsenal Biosciences, Inc. (“ArsenalBio”, “we” or “us”). These Terms together with our Privacy Policy, found at: https://arsenalbio.com/privacy-policy/, and any documents that expressly incorporate by reference the Terms or as indicated herein (collectively, these “Terms of Use”), govern your access to, and use of, the website located at www.arsenalbio.com or its subdomains (the “Website”), a copyrighted work belonging to us. Certain features of the Website may be subject to additional guidelines, terms, or rules, which will be posted on the Website in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms of Use. Please review ArsenalBio’s Accessibility Statement within these Terms to review what actions we take to make the Website more accessible.

BY ACCESSING OR USING THIS WEBSITE, YOU ARE ACCEPTING THESE TERMS OF USE (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS OF USE (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE WEBSITE OR ACCEPT THESE TERMS OF USE IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS OF USE, DO NOT ACCESS AND/OR USE THE WEBSITE.

PLEASE BE AWARE THAT THESE TERMS OF USE CONTAIN PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF YOUR ACCEPTANCE OF THESE TERMS OF USE. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time at our sole discretion. All changes are effective immediately when posted and apply to all access to, and use of, the Website thereafter. Your continued use of the Website following the posting of a revised Terms of Use means that you accept and agree to the changes. Please check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

License. Subject to these Terms of Use, ArsenalBio grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Website solely for your own personal, non-commercial use.

Restrictions. You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

  • To modify, make derivatives of, disassemble, reverse compile, or reverse engineer any part of the Website.
  • To access the Website in order to build a similar or competitive Website, product, or service.
  • To attempt to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website.
  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm ArsenalBio or users of the Website or expose them to liability.
  • Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, including their ability to engage in real-time activities through the Website.
  • Use any robot, spider, or other automatic device, process or means, or any manual process, to access the Website for any purpose, including monitoring or copying any of the material on the Website.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website, or attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
  • Use any device, software, or routine that interferes with the proper working of the Website, or introduces any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

You are responsible for making all arrangements necessary for you to have access to the Website and for ensuring that all persons who access the Website through your Internet connection are aware of these Terms of Use and comply with them.

Changes. We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, at our sole discretion without notice. Unless we have otherwise specifically agreed, we will not be liable if for any reason if all or any part of the Website is unavailable at any time or for any period of time. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including any registered users, if any.

No Support or Maintenance. You acknowledge and agree that ArsenalBio will have no obligation to provide you with any support or maintenance in connection with the Website.

Accessibility Statement

Our Commitment. ArsenalBio is dedicated to providing a positive and inclusive experience for all users, including those with disabilities. We strive to meet or exceed accessibility standards to ensure everyone can access and enjoy our Website. Some steps we take to improve accessibility to our Website include:

  • We are committed to maintaining compliance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA.

Features. ArsenalBio includes the following accessibility features to our Website to improve user experience:

  • Alternative text for images and multimedia content.
  • Clear and consistent navigation structure.
  • Keyboard navigation support.
  • Compatibility with popular screen readers and assistive technologies.

Accessibility Feedback. We welcome Feedback on the accessibility of the Website. If you encounter any barriers or have suggestions for improvement, please contact our Customer Support:

  • Email: info@arsenalbio.com

Ongoing Improvements. ArsenalBio is committed to ongoing efforts to enhance the accessibility of our Website. Regular audits and assessments are conducted to identify and address any potential issues.

Contact Information. If you encounter difficulties accessing content on the Website, please contact Customer Support to explore alternative means of obtaining the information.

  • Email: info@arsenalbio.com

Intellectual Property Rights

You acknowledge the Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by ArsenalBio, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You agree not to delete or alter any copyright, trademark or other proprietary rights notices from any materials or content from this Website.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of these Terms of Use, your right to use the Website will cease immediately, and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to any downloadable materials, Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by ArsenalBio. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws. There are no implied licenses granted to you under these Terms of Use.

Trademarks

ArsenalBio’s name, including but not limited to Arsenal Biosciences, Inc., the ArsenalBio logo, and all related names, logos, product and service names, designs, and slogans are trademarks of ArsenalBio or its affiliates or licensors. You must not use such names, designs, or marks without the prior written permission of ArsenalBio or its affiliates or licensors. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Feedback

Except for any personal identifying information, you are solely responsible for any information you send to ArsenalBio, including, without limitation, accuracy, truthfulness and non-infringement, or other violation of any other person’s or entity’s legal rights. Any communication or material that you transmit to the Website by electronic mail or otherwise, including any data, questions, comments, suggestions or the like, is and will be treated as non-confidential and non-proprietary information. ArsenalBio may use such communication or material for any purpose including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, ArsenalBio is free, without payment of compensation to you, to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to us, whether through our Website, phone, e-mail, or otherwise, for any purpose.

In the event that you provide ArsenalBio with any materials or feedback, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials, or other information (other than personal identifying information subject to the Privacy Policy) (collectively, “Feedback”), you hereby assign to ArsenalBio all rights in such Feedback, including all intellectual property rights therein, and agree that ArsenalBio shall be entitled to the unrestricted use and exploit such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You agree that you will not submit to ArsenalBio any Feedback that you consider confidential or proprietary.

Third Party Content and Services

ArsenalBio may provide links to web pages, services, and content of third parties (the “Third Party Content”) as a convenience to those interested in this information. ArsenalBio does not monitor, nor does it have any control over any Third Party Content or terms of use, or the privacy policies of such Third Party Content. ArsenalBio does not endorse or adopt any Third Party Content and can make no guarantee as to its accuracy or completeness. All statements and/or opinions expressed in any Third Party Content, and all articles and responses to questions and other content, other than the content provided by ArsenalBio, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of ArsenalBio. ArsenalBio does not endorse represent, or warrant the accuracy of any information contained therein and undertakes no responsibility to update or review any Third Party Content. Your use of the Third Party Content is at your own risk. When you click on any of the Third Party Content, the applicable third party’s terms and policies apply, including the third party’s privacy and data-gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Content.

Reliance on Information Posted

General Information. The information and content presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

Medical Information; No Medical Advice or Services. Any information on the Website related to medical conditions and their treatment is general in nature and is intended only for educational and general information purposes. We do not offer medical diagnosis or treatment from the Website, and none of the information presented on or through the Website should be construed as providing medical advice, diagnosis, treatment, or services of any kind. Do not disregard, avoid, or delay obtaining medical advice from a qualified healthcare provider because of something you may have read on or through the Website. Should you have a medical condition that may require treatment, or if you have any specific medical questions, promptly see a qualified healthcare provider. Only your doctor or other healthcare professional can determine if a particular medical treatment is appropriate for you.

Social Media. ArsenalBio may utilize social media accounts or pages from time to time. ArsenalBio social media pages are designed to facilitate conversations about ArsenalBio’s business and the healthcare industry. Such social media pages are not to be used as forums for discussing specific products (whether ArsenalBio products, potential products, or another company’s products or potential products). If you have questions or you need to reach us directly, please contact us using the information below. ArsenalBio is not responsible for any posts by third parties, and any posts referencing ArsenalBio do not necessarily reflect ArsenalBio’s views. ArsenalBio reserves the right to remove content from its social media pages or block users who post inappropriate content, including, without limitation, statements about unapproved uses of ArsenalBio products or potential products or statements that contain information that is confidential, offensive, misleading, or infringes intellectual property rights.

No Investment Information. All content on the Website is for informational purposes only and no content is intended to be relied upon for trading or investment purposes. ArsenalBio will not be responsible for any trading or investment decisions made based on such content. Neither the Website nor the information contained herein constitutes or is intended to constitute an invitation or offer to invest or deal in the securities of ArsenalBio.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Disclaimer of Warranties

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, IF APPLICABLE, IS AT YOUR OWN RISK, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER ARSENALBIO NOR ANY PERSON ASSOCIATED WITH ARSENALBIO MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER ARSENALBIO NOR ANYONE ASSOCIATED WITH ARSENALBIO REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. ARSENALBIO HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, FITNESS FOR PARTICULAR PURPOSE, AND ALL WARRANTIES IMPLIED FROM COURSE OF DEALING OR USAGE OF TRADE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ANY ORAL OR WRITTEN ADVICE PROVIDED BY ARSENALBIO OR ITS AGENTS DOES NOT AND WILL NOT CREATE ANY WARRANTY.

Limitation on Liability

IN NO EVENT WILL ARSENALBIO, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF ARSENALBIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR SUCH DAMAGES WERE FORESEEABLE. YOUR ACCESS TO, AND USE OF THE WEBSITE IS AT YOUR OWN DISCRETION AND YOUR SOLE RISK, YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OF USE (FOR ANY CAUSE WHATSOEVER REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIME BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50.00 USD). THE EXISTENCE OF MORE THAN ONE CLAIM DOES NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR AFFILIATES, LICENSORS AND SERVICE PROVIDERS, WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS OF USE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

YOU ACKNOWLEDGE AND AGREE THAT THE ABOVE LIMITATIONS OF LIABILITY, TOGETHER WITH THE OTHER PROVISIONS IN THE TERMS OF USE THAT LIMIT LIABILITY, ARE ESSENTIAL TERMS AND THAT ARSENALBIO WOULD NOT BE WILLING TO GRANT YOU THE RIGHTS SET FORTH IN THESE TERMS OF USE BUT FOR YOUR AGREEMENT TO THE ABOVE LIMITATIONS OF LIABILITY.

Indemnification

You agree to defend, indemnify and hold harmless ArsenalBio, its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including attorneys’ fees) made by any third party due to or arising out of or relating to your (i) violation of these Terms of Use, (ii) your access or use of the Website, including, but not limited to, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website, or (iii) your violation of applicable laws or regulations. You agree not to settle any matter without the prior written consent of ArsenalBio. ArsenalBio will use reasonable efforts to notify you of any such claim, action, or proceeding, if applicable.

Governing Law and Jurisdiction

You agree that (i) the Website shall be deemed solely based in California; and (ii) the Website, and your use thereof from any jurisdiction other than California, shall not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms of Use shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that these Terms of Use evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to these Terms of Use shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16), as discussed below. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, including any provisional relief required to prevent irreparable harm. You agree that San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

Arbitration

Please read this section (the “Arbitration Agreement”) carefully. It is a part of your contract with ArsenalBio and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with these Terms of Use or the use of any product or service provided by ArsenalBio that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and ArsenalBio, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under these Terms of Use.

Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to ArsenalBio should be sent to legal.notices@arsenalbio.com. After the Notice is received, you and ArsenalBio may attempt to resolve the claim or dispute informally. If you and ArsenalBio do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or requests for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the arbitration provider.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Authority of Arbitrator. The arbitrator shall have exclusive authority to: (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and ArsenalBio. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms of Use (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

Waiver of Jury Trial. YOU AND ARSENALBIO HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and ArsenalBio are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in the Applicability of Arbitration Agreement sub-section above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms of Use as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in San Francisco County, California. All other disputes, claims, or requests for relief shall be arbitrated.

30-Day Right to Opt-Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: legal.notices@arsenalbio.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, email address, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms of Use will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Severability. Except as provided in the Waiver of Class or Other Non-Individualized Relief sub-section above, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with ArsenalBio.

Modification. Notwithstanding any provision in these Terms of Use to the contrary, we agree that if ArsenalBio makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing ArsenalBio at the following address: legal.notices@arsenalbio.com.

Waiver and Severability

No waiver by ArsenalBio of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of ArsenalBio to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Use will continue in full force and effect.

Term and Termination

Subject to this Section, these Terms of Use will remain in full force and effect while you access, or use, the Website. ArsenalBio reserves the right, without notice and in its sole discretion, to terminate your license to access and use the Website. Upon termination of your license access and use the Website, your right to access and use the Website will terminate immediately, and you must immediately cease all access and use of the Website upon termination, including future access and use. ArsenalBio may block or prevent future access to and use of the Website to you. ArsenalBio will not have any liability whatsoever to you for any termination of your rights under these Terms of Use. The following sections of these Terms of Use will survive the termination of your license: Changes to the Terms of Use, Intellectual Property Rights, Trademarks, Feedback, Third Party Content and Services, Reliance on Information Posted, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law and Jurisdiction, Arbitration, Waiver and Severability, Term and Termination, Assignment, and Entire Agreement.

Assignment

These Terms of Use, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without ArsenalBio’s prior written consent. Any attempted assignment, subcontract, delegation, or transfer by you in violation of the foregoing will be null and void. ArsenalBio may freely assign these Terms of Use, and the terms and conditions set forth in these Terms of Use shall be binding upon assignees.

Entire Agreement

These Terms of Use constitute the sole and entire agreement between you and ArsenalBio with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Website. These Terms of Use apply exclusively to your access to, and use of, this Website, and they will not alter any terms or conditions of any other agreement you may enter into with ArsenalBio, unless there is a conflict of provisions, in which case, the other agreement you enter into with ArsenalBio shall govern with respect to the specific provision.

Disclosures

ArsenalBio is located at the address set forth below. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd. Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Contact: Legal Department

Address: 329 Oyster Point Boulevard

South San Francisco, CA 94080

Email: legal.notices@arsenalbio.com

Electronic Communications

The communications between you and ArsenalBio use electronic means, whether you use the Website or send us emails, or whether ArsenalBio posts notices on the Website or communicates with you via email. For contractual purposes, you (a) consent to receive communications from ArsenalBio in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that ArsenalBio provides to you electronically satisfy any legal requirements that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.