Terms of Use

Welcome to the Terms of Service (these “Terms”) for the website, https://www.sail.bio (the “Website”), for Sail Biomedicines, Inc. (“Company”, “we” or “us”).

These Terms govern your use of and access to content, applications, services, tools and features provided by us in connection with the Website. Please read these Terms carefully, as they include important information about your legal rights.

By using or accessing the Website, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Website.

For purposes of these Terms, “you” and “your” means you as the user of the Website. If you use the Website on behalf of a company or other entity then “you” includes you and that entity, and (a) you represent and warrant that you are an authorized representative of such entity with the authority to bind such entity to these Terms and (b) you agree to these Terms on such entity’s behalf.

Who May Use the Website

Minimum Age and Location. You must be 18 years of age or older and reside in the United States or any of its territories to use our Website. We make no representation that the information on the Website is appropriate or available for use in other locations, and access to our Website from territories where the content of our Website may be illegal is prohibited. Those who choose to access our Website from other locations do so on their own initiative and are responsible for compliance with applicable local laws. Minors under the age of 18 but who are at least 13 years of age are only permitted to access or use our Website if the minor’s parent or guardian accepts these Terms on the minor’s behalf prior to access or use of the Website. Children under the age of 13 are not permitted to access or use the Website. By accessing or using the Website, you represent and warrant that you meet all of these requirements.

Location of Our Privacy Policy

Privacy Policy. Our privacy policy describes how we handle the information you provide to us when you use our Website. For an explanation of our privacy practices, please visit our Privacy Policy.

Rights We Grant You

Use of the Website. Subject to your compliance with these Terms, we hereby grant to you a limited right to access and use the Website, and view the content provided to you as part of the Website, for your personal, non-commercial informational purposes only. Except as expressly provided in these Terms, nothing contained in the Website grants or shall be construed as granting a license or other rights to you under any patent, trademark, copyright or other intellectual property of the Company or any third party. Unauthorized use of any Company trademark, service mark, logo, design, animation, page header, button icon or script may be a violation of federal and state trademark laws.

Restrictions On Your Use of the Website. You may not do any of the following, unless applicable laws or regulations prohibit these restrictions or you have our express written permission to do so:

download, modify, copy, distribute, transmit, display, perform, reproduce, reverse engineer, publish, license, create derivative works from, or offer for sale any content contained on, or obtained from or through, the Website, including any text, images, audio or video;
use, reproduce or remove any copyright, trademark, trade names, slogan, logos, images, service marks or other proprietary notations displayed on or through the Website;
use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to attempt to gain unauthorized access to, damage, disrupt or modify the Website or otherwise circumvent any technological measure or consent protections of the Website;
exploit the Website for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Website to monitor, extract, copy or collect information or data from or through the Website, or engage in any manual process to do the same;
introduce any viruses, trojan horses, worms or other malicious materials; or
use the Website for illegal, harassing, unethical or disruptive purposes or access or use the Website in any way not expressly permitted by these Terms.

Third Party Services and Materials

Use of Third Party Materials on the Website. The Website may display, include or make available content, data, information, websites or other links, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Website, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials, or for any other materials, products or services of third parties. Third Party Materials are provided solely as a convenience to you. If you have any complaints in connection with any Third Party Materials please contact such third party directly, or contact your state Attorney General or the Federal Trade Commission at www.ftc.gov.

Disclaimers

Disclaimers. Your access to and use of the Website are at your own risk. You understand and agree that the Website and/ or any related content, tools, features and functionality offered on the Website is provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, we, our parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Website; (b) any harm to your computer system, loss of data or other harm that results from your access to or use of the Website; © the operation or compatibility with any other application or any particular system or device; and (d) whether the Website will meet your requirements or be available on an uninterrupted, secure or error-free basis. You understand that we may modify, expand, reduce, suspend, disable or terminate all or any part of the Website at any time or discontinue, change or restrict your use of the Website for any reason without notice. No advice or information, whether oral or written, obtained from the Company Entities or through the Website, will create any warranty or representation not expressly made herein. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

Limitations of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE WEBSITE), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE WEBSITE OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE WEBSITE.

Some states or jurisdictions (SUCH AS THE STATE OF NEW JERSEY) do not allow the exclusion or the limitation of liability for consequential or incidental damages; in such states or jurisdictions, the liability of THE COMPANY shall be limited to the fullest extent permitted by law. THEREFORE, THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Additional Provisions

Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e‑mail and/ or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review the Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access to or use of the Website after the modifications have become effective will be deemed your acceptance of the modified Terms.

Jurisdiction; Choice of Law. These Terms and your use of the Website shall be governed by the laws of Massachusetts, without regard to its conflict of laws provisions. Any disputes under these Terms shall be adjudicated in the state or federal courts in Massachusetts, and you consent to the exclusive jurisdiction of said courts.

Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to us for which monetary damages would not be an adequate remedy and we shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services 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.

U.S. Government Restricted Rights. The Website and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202–1 through 227.7202–4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Export Laws. You agree that you will not export or re-export, directly or indirectly, the Website and/ or other information or materials provided by us hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Website and/ or other information or materials provided by us hereunder may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Website, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

Severability. If any provision of these Terms, in full or in part, shall be unlawful, void or for any reason unenforceable, then that provision, in full or in part, shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Miscellaneous. These Terms and the licenses granted hereunder may be assigned by us but may not be assigned by you without our prior express written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Website are operated by us in the United States. Those who choose to access the Website from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.

How to Contact Us. You may contact us regarding the Website or these Terms at: 20 Acorn Park Drive, Suite 300, Cambridge, MA 02140, by phone at (617) 430‑4455 or by e‑mail at info@sail.bio