Terms of Use.

These Terms of Use (the “Terms”) describe the terms and conditions applicable to your use of any and all websites (the “Websites”) of Notch Therapeutics (Canada) Inc. and its affiliates (“Notch”).

PLEASE READ THESE TERMS CAREFULLY BEFORE BROWSING THE WEBSITES. USING THE WEBSITES INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. 

Access to and use of the Websites is subject to the terms and conditions set forth herein and all applicable laws, statutes, and regulations. Your use of the Websites is also subject to the terms of Notch’s Privacy Policy. Notch may revise these Terms of Use at any time and from time to time without further notice by updating this posting. Please continue to check these terms and conditions to see what those changes may be. Your continued use of the Websites means that you accept those changes.

THE WEBSITES DO NOT PROVIDE MEDICAL OR PROFESSIONAL SERVICES ADVICE.

The content on the Websites is intended to be a general information resource in regard to the subject matter covered and is provided solely on an “AS IS” and “AS AVAILABLE” basis. You are encouraged to confirm the information contained on the Websites with other sources and to review the information carefully with your professional healthcare provider. Notch does not provide medical or similar professional services or advice via the Websites, and the information provided is not intended to replace medical advice offered by a physician. If you desire or require such services or advice, you should consult a professional healthcare provider. You should not construe Notch’s publication of this content, or the content of other sites linted to the Websites, as an endorsement by Notch of the views expressed therein, or any warranty or guarantee of any strategy, recommendation, treatment, action, or application of medication or preparation made by the author of the content.

NO WARRANTIES

ALL CONTENT ON THE WEBSITES IS PROVIDED TO YOU ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. NOTCH MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE WEBSITES OR ANY LINKS THAT MAY APPEAR ON THE WEBSITES. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE WEBSITES, ANY LINKS THAT MAY APPEAR ON THE WEBSITES, AND THE CONTENT AVAILABLE ON THE WEBSITES OR AT SUCH LINKS IS AT YOUR SOLE RISK. NOTCH MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE WEBSITES OR ANY LINKS THAT MAY APPEAR ON THE WEBSITES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU OBTAIN FROM THE WEBSITES OR ANY LINKS THAT MAY APPEAR ON THE WEBSITES IS FREE OF VIRUSES.

The above exclusions may not apply in jurisdictions that do not allow the exclusion of certain implied warranties.

LIMITATION OF LIABILITY

YOUR USE OF THE WEBSITES OR ANY CONTENT ON THE WEBSITES IS AT YOUR OWN RISK. NOTCH SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, ACCESS TO OR USE OF THE WEBSITES, EVEN IF NOTCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH THE USE OF THE WEBSITES, OR THAT ARISES IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE WEBSITES, OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, WAR, TERRORISM, TELECOMMUNICATIONS FAILURE, THEFT, OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE WEBSITES, OR RELATED INFORMATION OR PROGRAMS, INCLUDING ANY LINKS THAT MAY APPEAR ON THE WEBSITES.

In any event, Notch’s liability to you for all losses, damages, injuries, and claims of any and every kind that accompany or result from your use of the Websites (whether the damages are claimed under the terms of a contract, or claimed to be caused by negligence or other wrongful conduct, or they are claimed under any other legal theory) will not be greater than the amount you paid Notch to access the Websites.

PROPRIETARY MATERIAL 

All content on the Websites including, without limitation, text, software, names, logos, trademarks, service marks, trade names, images, photos, illustrations, audio clips, video clips, and music (the “Online Material”) are the property and intellectual property of Notch or its licensors. You may download a portion of the Online Materials for your non-commercial, personal use only, provided you 1) retain all copyright, trademark, and propriety notices, 2) make no modifications to the materials, 3) do not use the materials in a manner that suggests an association with any of Notch’s products, services, events, or brands, and 4) do not download quantities of materials to a database, server, or personal computer for reuse for commercial purposes. You may not, however, copy, reproduce, republish, upload, post, transmit, or distribute any Online Material in any other way or for any other purpose unless you get Notch’s written permission first. You may not add, delete, distort, or misrepresent any content on the Websites. Any attempts to modify any Online Material, or to defeat or circumvent Notch’s security features, are prohibited.

All Online Material that you download in accordance with these Terms of Use, including any software, files, images incorporated in or generated by the software and data accompanying it, is considered licensed to you by Notch or third-party licensors for your personal, non-commercial home use only. Neither Notch nor its third-party licensors transfers title of the software to you. That means that Notch or third-party licensors, as applicable, retain full and complete title to the software and to all the associated intellectual property rights. You are not allowed to redistribute or sell the material or to reverse-engineer, disassemble, or otherwise convert it to any other form that people can use.

TRADEMARKS

All Notch trademarks are the exclusive property of Notch. Unauthorized use of any Notch trademark, service mark, or logo may be a violation of applicable trademark laws.

COPYRIGHT

The Websites are protected by applicable copyright laws. Except for your informational, personal, non-commercial use as authorized above, you may not modify, reproduce, or distribute the design or layout of the Websites, or individual sections of the design or layout of the Websites or Notch logos, without Notch’s written permission.

LINKS TO THIRD-PARTY WEBSITES

The Websites may contain links to third-party websites or services that are not under Notch’s control or ownership. Such links do not constitute an endorsement of those third parties or the content displayed therein, and you agree that Notch is not responsible for the content of such websites. Notch is not responsible for how these sites operate or treat your information. You acknowledge that Notch provides these links to you only as a convenience, and you understand that your information will be used as described by the third parties in their privacy policies.

INAPPROPRIATE USE

You may not use the Websites to send or facilitate sending unsolicited commercial electronic message or unsolicited bulk communications, to harvest information about users, or in any manner that could constitute a criminal offense, violate the rights of any third party, give rise to civil liability, or otherwise be in violation of any applicable law.

SUBMITTING YOUR ONLINE MATERIAL TO US

You cannot sue Notch for using ideas you submit. If Notch uses them, or anything like them, it does not have to pay you or anyone else for them. Notch can use them for any purpose Notch deems appropriate, without compensating you or anyone else for them.

Any communication or material you transmit to Notch through the Websites or in relation to the Websites, including any remarks, data, questions, comments, ideas, graphics, suggestions, or other information is, and will be treated as, non-confidential (other than information Notch promises to protect under Notch’s Privacy Policy) and non-proprietary. Notch is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to the Websites for any purpose whatsoever, including but not limited to developing, manufacturing, and marketing products using such information. You grant Notch a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content in an unlimited manner, and waive any moral rights you may have therein in favor of Notch.

You acknowledge that you are responsible for any submission you make. This means that you (and not Notch) have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

TERMINATION OR SUSPENSION

Notch is entitled to terminate all or any part of the Websites at any time without notice to you. Notch may suspend your use of the Websites and terminate this agreement at any time and without notice to you if, in its sole discretion, you breach any term or condition of these Terms of Use.

GENERAL

If you use the Websites from locations outside of Canada, you are responsible for compliance with applicable local laws.

To the full extent permitted by applicable law, these Terms of Use are governed by, construed, and enforced in accordance with the laws of the Province of British Columbia, Canada, without reference to conflict of laws principles, and the federal laws of Canada applicable therein. To the extent you have in any manner violated or threatened to violate Notch’s intellectual property rights, Notch may seek injunctive or other appropriate relief in any court of competent jurisdiction. Any other dispute shall be submitted exclusively to the courts of competent jurisdiction in the Province of British Columbia, Canada.

FORWARD-LOOKING STATEMENTS

The Websites contain “forward-looking statements” within the meaning of the applicable securities law. Forward-looking statements on the Websites include statements that relate to Notch’s product candidates, clinical plans and future results, Notch’s technology platforms, and other information that is not historical information. When used on the Websites, words such as “outlook,” “objective,” “may,” “will,” “could,” “would,” “might,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “plan,” “continue,” “budget,” “schedule,” “forecast,” and similar expressions are intended to identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. You should be aware that these forward-looking statements are subject to risk and uncertainties that are beyond Notch’s control. All forward-looking statements are based upon Notch’s current expectations and various assumptions. Notch believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. Notch may not realize its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various factors including, without limitation, market conditions. Consequently, forward-looking statements should be regarded solely as Notch’s current plans, estimates and beliefs. You should not place undue reliance on forward-looking statements. Notch cannot guarantee future results, events, levels of activity, performance, or achievements. Notch does not undertake and specifically declines any obligation to update, republish, or revise any forward-looking statements to reflect new information, future events, or circumstances, or to reflect the occurrences of unanticipated events, except as may be required by law.