Terms

Effective date: November, 2020 

The following Terms of Use (the “Terms”) are a binding legal agreement between you and SELLAS Life Sciences Group, Inc., and its affiliates under common ownership and control (collectively, “SELLAS”, “us” “we,” or “our”). These Terms govern your access and use of the website, www.sellaslifesciences.com, and any website operated by or on behalf of SELLAS that links to these Terms (collectively, the “SELLAS Website”).

By accessing and/or using the SELLAS Website, you represent and warrant that you have the right and ability to enter into these Terms and you expressly agree to comply with and be bound by these Terms. If you do not agree with these Terms, you are not authorized to access or use the SELLAS Website. SELLAS may revise or update these Terms, at its sole discretion and at any time, without prior notice to you. The most recent effective date of these Terms is listed at the top of this page. Please periodically link to and review these Terms. Your continued use of the SELLAS Website, after updated Terms are posted will constitute your acceptance of the updated Terms.

IMPORTANT NOTICES:

• THESE TERMS CONTAIN IMPORTANT REQUIREMENTS, RESTRICTIONS, CONDITIONS, AND OTHER PROVISIONS THAT AFFECT YOUR RIGHTS. WE ENCOURAGE YOU TO READ THEM CAREFULLY:

• THESE TERMS CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY AND THE LIABILITY OF OUR PARTNERS AND SERVICE PROVIDERS AND REQUIRE YOU TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS RATHER THAN JURY TRIALS AND CLASS ACTIONS.

• All Content is provided AS-IS and intended for personal and informational uses only.

• SELLAS IS NOT A HEALTHCARE PROVIDER. NOTHING CONTAINED ON THE SELLAS WESBITE IS INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT, DIAGNOSIS, OR TREATMENT.

These Terms apply to any person who accesses or uses any portion of the SELLAS Website (“you,” your”). By accessing or using the SELLAS Website, you represent and warrant that you have the legal capacity to enter into legally binding contracts under applicable law. Please note that the SELLAS Website may not be fully compatible with all devices and you are responsible for obtaining access to the Internet and the equipment necessary to use the SELLAS Website, including any service fees or equipment costs associated with such access.

A. Content is for Informational Purposes Only and Does not Constitute Medical Advice.

The SELLAS Website provides general company and product information to you at no cost for educational purposes only. We make reasonable efforts to ensure that the information on the SELLAS Website is accurate, complete, and current, but make no representations or warranties regarding the accuracy, reliability, availability, effectiveness, or correct use of such information. Your reliance on information available on or through the SELLAS Website is entirely at your own risk and your use of such information should not replace your good judgment and common sense.

The SELLAS Website is not intended to be, and is not, a substitute for professional medical advice, diagnosis or treatment nor does your access or use of the SELLAS Website create any doctor-patient relationship between SELLAS and you. The SELLAS Website should not be considered a replacement for consultation with a qualified healthcare professional. In particular, you should not rely on the content contained herein for diagnosing a health problem or disease. Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding our products or any medical condition you or your family might have. Never disregard professional medical advice or delay in seeking it because of something you have read on the SELLAS Website.

B. Consent to Electronic Communications

We and our partners and affiliates may need or want to send you certain communications, such as marketing communications, service announcements, and administrative messages. You consent to receive such communications and agree that any such communications that we send to you shall be legally effective when sent. You agree that any notices sent by us electronically, for example, by email satisfy any requirement that the notices be provided in writing. If you do not agree, do not accept this Agreement. You may have the right to withdraw your consent to receiving certain electronic communications, and, when required by law, we will provide you with paper copies of all documents and records upon request. You may do so by contacting us via the channels provided under the “Contact Us” section at the end of these Terms. If you withdraw your consent, we reserve the right to terminate our agreements with you. To receive or access the notices we send via email, you must have Internet access and a computer or device with a compatible web browser. You will also need software capable of viewing files in Portable Document format (“PDF”). To retain the notices we send you, your device or computer must have the ability to download and store electronic communications, including PDF files. By accepting these terms, you verify that you are able to receive, access, and retain the notices we may send. You may change your email address for notification purposes at any time by contacting us via the channels provided under the “Contact Us” section at the end of these Terms. In certain circumstances, we may seek to obtain additional, separate consents from you for communications we send you.

Your access and use of the SELLAS Website may require Internet access, which must be obtained from your service provider. You are solely responsible for obtaining and paying for such additional services, including, without limitation, all service and usage charges related thereto. You are solely responsible for obtaining any additional subscription or connectivity services or equipment necessary to access and use the SELLAS Website.

C. Proprietary Rights and Intellectual Property.

We have invested a significant amount of time, effort, and resources in the creation of the SELLAS Website, which is protected by U.S. and international copyright and intellectual property laws. You understand and agree that SELLAS and/or its licensors retain all right, title, and interest in and to the SELLAS Website (including all copyrights, patents, service marks, trademarks and other intellectual property rights) and to all content, including without limitation, any and all medical and product information, text, data, graphics, images, sound, products, programs and other information provided on or to the SELLAS Website, whether by SELLAS or users and whether in print, machine-readable, visual or audible form (altogether, “SELLAS Content”).

You should assume that everything you access on the SELLAS Website is copyrighted, unless otherwise noted, and may not be used, except as provided in these Terms. We neither warrant nor represent that your use of materials displayed on the website will not infringe rights of third parties not owned by, or affiliated with SELLAS. Additionally, all trademarks, logos, designs, slogans, product names appearing on the SELLAS Website, whether or not appearing in large print or with the trademark symbol, are trademarks of SELLAS, its affiliates, related companies or its licensors or joint venture partners, unless otherwise noted. The SELLAS Website may also contain or reference patents, proprietary information, technologies, products, processes, or other proprietary rights of SELLAS, its affiliates, related parties. If you wish to obtain permission to reprint or reproduce any materials appearing on the SELLAS Website other than as permitted above, you may contact us at . All rights not expressly granted herein are reserved.

This Website does not provide medical advice, diagnosis, or treatment. The Website and its content are provided by SELLAS for general information purposes only and are not intended to be a substitute for professional medical advice, diagnosis, or treatment. You should always seek the advice of your own medical doctor or health care provider with any questions you have about a medical condition. You should never delay seeking medical advice or disregard professional medical advice based on information provided via this Website and/or the content. Reliance on the Website and the content is at your own risk.

License

SELLAS hereby grants you a limited, non-exclusive, non-transferable, non-sub-licensable, revocable license to (i) access and use the SELLAS Website, (ii) access and view the SELLAS Content, (iii) access and use any software or mobile applications that may be provided through the SELLAS Website, and (iv) use the software that is embedded into the SELLAS Website solely as authorized in these Terms. This license is provided solely for your personal, non-commercial use.

Except to the extent permitted by law, you may not perform, attempt to perform, or encourage or assist others in performing any of the following while accessing or using the SELLAS Website:

1. use, display, mirror, or frame the SELLAS Website or any individual element within the SELLAS Website, including the layout and design of any page, without SELLAS’ express written consent;
2. use SELLAS’ name, any SELLAS’ trademark or logo, or any SELLAS’ proprietary information without SELLAS’ express written consent, or in any way that may be in violation of copyright law, trademark law and unfair competition law;
3. cause SELLAS Content to be distributed, downloaded, uploaded, modified, reused, reproduced, reposted, retransmitted, disseminated, sold, published or circulated in any way, except as permitted by these Terms;
4. remove, alter or obscure any intellectual property notices on any printouts, screen displays or copies;
5. access or tamper with non-public areas of the SELLAS Website, SELLAS’ computer systems, or the technical delivery systems of SELLAS’ providers;
6. test the vulnerability of any SELLAS’ system or breach any security or authentication measures;
7. circumvent any technological measure implemented by SELLAS or any of SELLAS’ providers or any other third party (including another user) to protect the SELLAS Website;
8. modify, decompile, disassemble, reverse engineer, tamper with, or otherwise attempt to derive the source code of any software that SELLAS provides to you or any other part of the SELLAS Website; and
9. conduct automated queries (including using screen or database scraping by use of spiders, robots, crawlers, bypassing “captcha” or similar precautions, or any other automated activity with the purpose of obtaining information from the SELLAS Websites) on the SELLAS Website

E. Enforcement Rights
We may for any reason, in our sole discretion and without notifying you, change or discontinue, temporarily or permanently, any feature or component of the SELLAS Website or restrict or bar your access or use of the SELLAS Website, at any time without notice. Grounds for such action may include a violation of the letter or spirit of these Terms, fraudulent, harassing or abusive behavior or behavior that is harmful to other users, third parties, and the community ethos of SELLAS or our business interests.

F. Separate or Additional Terms.

From time to time in connection with your use of the Website or other interactions with us, it may be necessary for you to consent to policies or terms and conditions in addition to these Terms. You should read carefully any such additional terms and conditions. Unless otherwise expressly stated, any such terms will not vary or replace these Terms regarding any use of the Website.

G. Forward-Looking Statements.

The SELLAS Website may contain forward-looking statements, including statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties that may cause actual results to differ from those foreseen. The inclusion of forward-looking statements should not be regarded as a representation by SELLAS that any of its plans will be achieved. Actual results may vary materially from those set forth within the SELLAS Website due to the risks and uncertainties inherent in SELLAS’ business including, without limitation, statements about: the progress and timing of our clinical trials; difficulties or delays in development, testing, obtaining regulatory approval, producing and marketing our products; unexpected adverse side effects or inadequate therapeutic efficacy of our products that could delay or prevent product development or commercialization, or that could result in recalls or product liability claims; the scope and validity of patent protection for our products; and our ability to obtain additional financing to support our operations. All forward-looking statements are qualified in their entirety by this cautionary statement and SELLAS undertakes no obligation to revise or update any forward-looking statements on the SELLAS Website to reflect new information, future events, or other circumstances.

H. Personally Identifiable Information.

By accessing or using the SELLAS Website, you consent to our collection, use, disclosure of your personally identifiable information in accordance with our Privacy Policy, which is hereby incorporated into these Terms by reference. https://www.sellaslifesciences.com/Privacy-Policy By submitting any information, including your personally identifiable information, to us through the SELLAS Website, you hereby represent and warrant that all such information is accurate and complete and you have the legal authority to disclosure such information, and you grant to SELLAS a royalty-free license to use and disclose this information in accordance with our Privacy Policy. Please review SELLAS’ Privacy Policy before submitting any personally identifiably information to SELLAS through the SELLAS Website.

I. Third-Party Interactions.

The SELLAS Website may contain, as a convenience to you, content, links, and other information submitted by third parties over whom we have no control or responsibility. We have no obligation to monitor, control, or restrict the use of the SELLAS Website, or third-party websites or services accessible via links available as part of the Website. These other websites or services are not under our control, and you acknowledge that (whether or not such websites or services are affiliated in any way with us) we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such websites or services. The inclusion of such a link does not imply endorsement of any website or service by us or any association with its operators.

J. Feedback.

SELLAS will treat any suggestions, questions, comments, data, materials or the like, other than personally identifiable information (collectively, the “Feedback”) sent to SELLAS as non-confidential and non-proprietary information. By providing Feedback to SELLAS through the SELLAS Website, you represent and warrant that you have the legal right to provide such Feedback and that it will not infringe any third party rights. You are solely responsible for all Feedback that you upload, post, or otherwise transmit via the SELLAS Website. SELLAS shall have no obligation of any kind to you or a third party with respect to such Feedback. You agree that SELLAS shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works from and distribute such Feedback to others without limitation and without payment of any consideration to you or a third party. You further agree that, although SELLAS shall have no obligation to do so, SELLAS shall be free to use and exploit in any manner any ideas, concepts, know-how or techniques contained in such Feedback for any purpose without your or a third party’s consent, including but not limited to, developing, manufacturing and marketing products and services.

K. Indemnity.

The SELLAS Website is being provided by SELLAS to you as a free service. You agree that you shall be solely responsible for any and all liabilities arising from: (i) your failure to comply with these Terms; (ii) your use of the SELLAS Website; (iii) your use of or reliance on any SELLAS Content, including any medical information provided on the SELLAS Website and/or (iv) any authorized disclosure (including, without limitation, your authorization that SELLAS disclose your personal information and credentials to our human resources department).

You agree to indemnify and hold harmless SELLAS and its affiliates and their respective directors, officers, employees, agents, attorneys, subsidiaries, affiliates and sub-licensees and each of their respective successors and assigns from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third party, governmental authority, or industry body, and all liabilities, damages, losses, costs, and expenses, including without limitation, reasonable attorneys’ fees relating to or arising out of or resulting from: (i) your access to or use of the SELLAS Website and the SELLAS Content thereon or your use, disclosure or authorization for SELLAS to disclose any data or content thereon; (ii) your breach or alleged breach of any warranties made by you hereunder or your violation of any other provision of these Terms; (iii) your violation of any law or the rights of a third-party. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

L. No Warranty.

You acknowledge that the services and SELLAS Content located on the SELLAS Website are provided “AS IS,” “AS-AVAILABLE” and “WITH ALL FAULTS.” SELLAS, its directors, officers, employees, subsidiaries and affiliates make no Representations or warranties as to the SELLAS Website. Your access and use of the SELLAS Wesbite is at your own risk. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SELLAS, ITS DIRECTORS, OFFICERS, EMPLOYEES, SUBSIDIARIES AND AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLAS DOES NOT WARRANT THAT THE SELLAS WEBSITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SELLAS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR PROTECTING YOURSELF BY USING ANTI-VIRUS PROGRAMS AND FIREWALLS. INFORMATION CONTAINED ON THE SELLAS WEBSITE MAY BE INCOMPLETE, OUTDATED, INACCURATE OR CONTAIN TYPOGRAPHICAL ERRORS. SELLAS DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF THE MATERIAL ON THE SELLAS WEBSITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR CURRENCY. WE DO NOT WARRANT THAT ANY DESCRIPTION PROVIDED THROUGH THE SELLAS WEBSITE REGARDING MEDICATIONS OR OTHERWISE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, SAFE OR ERROR-FREE. NO COMMUNICATION, INFORMATION OR ADVICE GIVEN BY US OR ANY REPRESENTATIVE OF OURS, WHETHER WRITTEN OR ORAL, SHALL CREATE ANY WARRANTY. IF YOU CHOOSE TO RELY ON SUCH INFORMATION, YOU DO SO SOLELY AT YOUR OWN RISK. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS.

M. Exclusion of Damages; Limitation on Liability.

YOUR ACCESS AND USE OF THE SELLAS WEBSITE IS AT YOUR OWN RISK. IN NO EVENT SHALL SELLAS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SUBSIDIARIES OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOST PROFITS, LOSS OF OPPORTUNITY, LOSS OF DATA, LOSS OF SERVICES, PERSONAL INJURY (INCLUDING DEATH) OR DAMAGES TO YOU OR YOUR HARDWARE OR SOFTWARE, EVEN IF SELLAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SELLAS WEBSITE OR YOUR RELIANCE ON THE SELLAS CONTENT, WHETHER BASED ON CONTRACT, NEGLIGENCE OR OTHER FAULT OF SELLAS, ITS DIRECTORS, OFFICERS, EMPLOYEES, SUBSIDIARIES AND AFFILIATES, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU IF YOU RESIDE IN SUCH A JURISDICTION. ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SELLAS WEBSITE OR ANY SELLAS CONTENT (INCLUDING, WITHOUT LIMITATION, ANY PRODUCT OR SERVICE) MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION.

N. General Provisions.

Assignment. You may not assign or otherwise transfer in any way any of the rights and obligations arising out of these Terms without the prior written consent of SELLAS, which consent may be withheld at SELLAS’ sole and absolute discretion. SELLAS may assign these Terms in whole or in part at any time with or without notice to you.

Choice of Law. The Terms shall be governed by the laws of the State of New York as such laws are applied to contracts executed in and to be performed entirely within New York by New York residents. This means that New York law will be applied to the interpretation of these Terms even for non-New York residents.

Notice to International Users. The SELLAS Website and the SELLAS Content are intended to comply with the laws and regulations in the United States. If you are accessing the Website from outside the United States, please be advised that U.S. law may not offer the same privacy protections as the laws of your jurisdiction. By using the SELLAS Website or submitting information, you explicitly authorize its processing in the United States and subsequent transfers outside the United States in accordance with our Privacy Policy.

Invalidity. Any clause deemed invalid or unenforceable shall be deemed severable and shall not affect the validity or enforceability of the remaining provisions.

Headings. Section titles in these Terms are for convenience and do not define, limit, or extend any provision of these Terms.

Disputes and Mandatory Arbitration. Any controversy, dispute or claim of any nature whatsoever, arising out of, in connection with or in relation to these Terms or arising out of your use of the SELLAS Website, including any claim based on contract, tort or statute that may lawfully be arbitrated, and including the issue of whether any such disputes may be arbitrated, will be resolved by final and binding arbitration before a retired judge or justice in New York, New York. However, either party may bring an action for a preliminary injunction and seek to and enforce the same against the other in any court of competent jurisdiction.

In connection with the foregoing agreement to arbitration, you and SELLAS acknowledge and agree to waive certain rights to litigate disputes in court, to receive a jury trial, or to participate as a plaintiff or as a class member in any claim on a class or consolidated basis or in a representative capacity. You and SELLAS both agree that any arbitration will be conducted on an individual basis and not a consolidated, class-wide, or representative basis and the arbitrator shall have no authority to proceed with arbitration on a class or representative basis. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason the arbitration clause set forth in this user agreement is deemed inapplicable or invalid, or to the extent the arbitration clause allows for litigation of disputes in court, you and SELLAS both waive, to the fullest extent allowed by law, any right to pursue or to participate as a plaintiff or as a class member in any claim on a class or consolidated basis or in a representative capacity. Any interim or final relief or award granted by the Arbitrator, including without limitation, any provisional relief, may be enforced, and final judgment upon any award or decision rendered by the Arbitrator may be entered and enforced, by any state or federal court having jurisdiction.

Entire Agreement; Amendments. Except as otherwise stated herein, these Terms constitute the entire and exclusive understanding and agreement between you and SELLAS with respect to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written.

Waiver. No failure to act, or waiver, of any of the provisions of these Terms of Use shall be deemed or shall constitute a waiver of any other provision of these Terms of Use, whether or not similar, nor shall any such waiver constitute a continuing waiver, unless otherwise expressly provided.

O. Contact Us.

If you have any questions about the foregoing, please contact SELLAS at the following e-mail address:  or send a letter to: SELLAS Life Sciences Group, Inc., Times Square Tower, 7 Times Square, Suite 2503, New York, NY 10036.