Terms of Use

Welcome to Colossal Biosciences!

Thanks for using visiting our website. Colossal is a bioscience and genetics company focused on the field of species de-extinction (the “Services”). The Services are provided by Colossal Biosciences Inc., located at 1401 Lavaca St, Unit #155 Austin, TX 78701, United States.

By using our Services, you are agreeing to these terms. Please read them carefully.

Last revised on: September 7, 2021

These terms of use (these “Terms”) are a legally binding agreement between you and Colossal Biosciences Inc. (“Company”, “us”, “our”, and “we”). By accessing or using the Services, you are accepting these terms (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. You must be 18 years old to use the Services. If you do not agree with all of the provisions of these terms, do not access or use the Services.

ACCOUNTS

Account Creation. You may need to create an account to use certain aspects of the Services and provide certain information about yourself. You represent and warrant that: (a) all such information you submit is accurate; (b) you will maintain the accuracy of such information.

Account Responsibilities. Please keep your password confidential. You are responsible for maintaining the confidentiality of your Account login information and you are fully responsible for all activities that occur under your Account. You agree to immediately notify the Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. The Company is not liable for any loss or damage arising from your failure to comply with the above requirements.

ACCESS TO THE SERVICES

License. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Services solely for your own personal, noncommercial use.

Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, or distribute the Services, whether in whole or in part, or any content displayed on the Services; and (b) you shall not access the Services in order to build a similar or competitive website, product, or service. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms.

Modification. Company reserves the right to modify, suspend, or discontinue the Services with or without notice to you. The Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services.

No Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance.

Ownership. All intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Services are owned by the Company. There are no implied licenses granted under these Terms. The Company reserves all rights not expressly granted in these Terms. We may use your name and trademarks in our advertising and marketing, and mention that you are a customer of our Services.

ACCEPTABLE USE.

You agree not to abuse the services in any way. You agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses or otherwise malicious code; (ii) use the services to send unsolicited or unauthorized advertising or spam; (iii) use the Services to collect data regarding other users, including e-mail addresses, without their consent; (iv) disrupt or create an undue burden on servers or computer networks; (v) attempt to gain unauthorized access to the Services or related computer systems; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software to produce multiple accounts on the Services, or to generate automated searches or queries to scrape data from the Services.

Enforcement. We reserve the right (but have no obligation) to review any violations of these Terms, and to investigate and take appropriate action against you in our sole discretion. Such action may include [removing or modifying your User Content,] terminating your Account, and/or reporting you to law enforcement.

FEEDBACK.

If you provide Company with any feedback or suggestions regarding the Services (“Feedback”), the Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate.

INDEMNIFICATION.

YOU AGREE TO INDEMNIFY AND HOLD COMPANY (AND ITS OFFICERS, EMPLOYEES, AND AGENTS) HARMLESS, INCLUDING COSTS AND ATTORNEYS’ FEES, FROM ANY CLAIM OR DEMAND MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF (A) YOUR USE OF THE SERVICES, (B) YOUR VIOLATION OF THESE TERMS, (C) YOUR VIOLATION OF APPLICABLE LAWS OR REGULATIONS OR (D) YOUR USER CONTENT. COMPANY RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US, AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER WITHOUT THE PRIOR WRITTEN CONSENT OF COMPANY. COMPANY WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION OR PROCEEDING UPON BECOMING AWARE OF IT.

DISCLAIMERS

THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

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 THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

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.

TERM AND TERMINATION.

Subject to this Section, these Terms will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. A suspension or termination will end your rights to use the Services, but all other terms and obligations will remain in effect.

Dispute Resolution. Read This Arbitration Agreement carefully. 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 the Terms or the use of any product or service provided by the Company 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. This Arbitration Agreement applies to you and the Company, 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 the Terms.

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 the Company must be sent to the Company’s mailing address at the bottom of these Terms. After the Notice is received, you and the Company may attempt to resolve the dispute informally. If you and the Company do not resolve the dispute within thirty 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. Arbitration shall be initiated through the American Arbitration Association (“AAA”), or a similar arbitration association (“ADR Provider”) and shall be governed by the AAA Consumer Arbitration Rules (“Arbitration Rules”). The arbitration shall be conducted in English by a single, neutral arbitrator. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 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 ADR Provider.

Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute 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 AAA Rules, and the Terms. The award of the arbitrator is final and binding upon you and the Company.

Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Travis County, Texas, for such purpose

EXPORT.

The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.

CHANGES.

We may revise these Terms in the future by providing reasonable notice to you. We may notify you by sending you an e-mail to the last e-mail address you provided to us, or by prominently posting notice of the changes on our website or within the Services. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

GENERAL TERMS.

These Terms constitute the entire agreement between you and us regarding the Services. Our failure to enforce any provision of these Terms shall not be a waiver of such provision. The word “including” means “including without limitation”. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision may be modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

COPYRIGHT/TRADEMARK INFORMATION.

All content contained within the Services, except for User Content, is copyrighted by the Company. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

Contact Information:

Address:

1401 Lavaca St, Unit #155

Austin, TX 78701

Email: support@colossal.com