Terms of Use

Effective: November 23, 2015

Updated Date: November 6, 2023

This Terms of Use Agreement and our Privacy Statement (together, these “Terms”) describe the terms and conditions on which Sentynl Therapeutics, Inc. (“Sentynl”) offers you access to the websites and any digital services on or to which these Terms are linked or referenced (collectively, the “Services”).

Before accessing and using the Services, please read these Terms carefully because they constitute a legal agreement between Sentynl and you.

BY ACCESSING AND USING THE SERVICES, YOU AFFIRM THAT:

YOU HAVE READ AND UNDERSTAND THESE TERMS;
YOU WILL COMPLY WITH THE TERMS;
AND YOU ARE AT LEAST THE AGE OF LEGAL MAJORITY IN YOUR PLACE OF RESIDENCE AND OTHERWISE LEGALLY COMPETENT TO ENTER INTO CONTRACTS.
IF YOU ARE USING THE SERVICES ON BEHALF OF YOUR EMPLOYER, YOUR ACCEPTANCE OF THESE TERMS IS DEEMED AN AGREEMENT BETWEEN YOUR EMPLOYER AND SENTYNL, AND YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND YOUR EMPLOYER TO THESE TERMS.

If you do not agree to any of these Terms, please do not use the Services.

  1. ADDITIONAL TERMS

Certain features of the Services, such as promotions, offers and research studies, may be subject to additional terms and conditions (“Additional Terms”) presented in conjunction with them. Sentynl may present Additional Terms to you through the Services or offline. Regardless of how they are presented to you, Sentynl requires that you agree to Additional Terms before using these features of the Services. Unless otherwise specified in Additional Terms, all Additional Terms are incorporated into these Terms. If you do not agree to Additional Terms, please immediately discontinue use of the Services to which the Additional Terms relate. These Terms and Additional Terms apply equally. If, however, any Additional Term is inconsistent with any provision of these Terms, the Additional Term will prevail but only for the Service(s) to which the Additional Terms apply.

  1. CHANGES TO TERMS

The Effective Date of these Terms is set forth at the top of this webpage. As we add new features, we may amend or supplement these Terms. Any amendment to the Terms will be found on Sentynl.com, unless otherwise required by law.  We will not make changes that have a retroactive effect on your privacy rights unless we are legally required to do so or to protect other users’ use of the Services. Your continued use of the Services after the Effective Date, or any applicable Updated Date, constitutes your acceptance of the amended Terms. The amended Terms supersede all previous versions of agreements, notices, or statements about the Terms.

  1. CONTENT OF THE SERVICES

The Services, including any information, graphic, artwork, text, video clip, audio clip, trademark, logo, service mark and/or other content provided on, in or through the Services (collectively, “Sentynl Content”) are owned by Sentynl or its licensors and protected under both United States and foreign copyright, trademark and other laws.

If you agree to these Terms, then Sentynl grants to you a personal, nonexclusive, nontransferable and limited license (without the right to sublicense) to access and use the Services and download, print and/or copy Sentynl Content solely for your own use and subject to these Terms.

Nothing contained in these Services should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to Sentynl’s trademarks, logos or service marks (“Marks”), patents, trade secrets or other intellectual property embodied in the Services. Unauthorized use of any of the Marks or Sentynl’s other intellectual property may violate law. All rights not expressly granted herein are reserved by Sentynl.

Unless Sentynl provides you with written authorization to do so, you may not:

  • incorporate any Sentynl Content into any other work (such as your own website) or use Sentynl Content in any public or commercial manner;
  • change any of the notices about copyright, trademarks or other intellectual property rights that may be part of the Sentynl Content; or
  • “deep link” to any of the Services (i.e., link to any page other than the home page of one of the Services).

YOUR USE OF THE SENTYNL CONTENT IS SOLELY AT YOUR OWN RISK.

  1. SENTYNL CONTENT IS NOT MEDICAL OR PROFESSIONAL ADVICE.

The Sentynl Content, including all medically related information, is for informational purposes only. Please confirm all Sentynl Content with other sources and with your physician and professional health care providers (“Healthcare Professional”). Sentynl does not warrant or guarantee any treatment, therapy, medication, device, diagnosis, action, recommendation, or strategy of any author or other person available through the Services.

SENTYNL CONTENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ THROUGH THE SERVICES. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL 911.

  1. USE OF THE SERVICES

5.1. Eligibility: You must be the age of legal majority or older in your place of residence to use the Services and a United States resident. By using the Services, you represent to Sentynl that you are at least the age of majority in your place of residence and a United States resident.

5.2. Your Responsibilities: You may use the Services for lawful purposes only. You may not use the Services in any manner that could damage, disable, overburden, or impair Sentynl’s servers or networks or interfere with any other party’s use and enjoyment of the Services.

You may not attempt to gain unauthorized access to the Services, other users’ accounts or Sentynl’s computer systems or networks through hacking, phishing, password mining or any other means. Without limiting any of the foregoing, you agree that you shall not and you agree not to encourage or allow any third party to:

  1. copy, modify, adapt, translate, reverse engineer, decode or otherwise attempt to derive or gain access to any portion of the Services or Sentynl Content;
  2. use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of the Services for the purpose of any illegal activity or any other activity that is contrary to Sentynl’s interests (e.g., hacking, phishing, password mining);
  3. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Services (or any features or functionality of the Services) to any third party for any reason; or
  4. reformat or frame any portion of the web pages that are part of the Services.

You are solely responsible for any and all charges, fees and other costs related to use of the Services. If you access and use the Services on your smartphone, tablet or other mobile device, you must have wireless service through Wi-Fi or a participating mobile service provider. You agree that you are solely responsible for all data charges that you incur from your mobile service provider. All charges are billed by and payable to your mobile service provider.

5.3. User Contributions: Sentynl may from time to time offer you access to web pages or screens in the Services on or through which you and others can display, publish, or submit (“Post”) information or otherwise provide feedback or information to Sentynl (“User Contributions”). By Posting or transmitting User Contributions to Sentynl (or Sentynl’s designees) through the Services, you grant Sentynl and Sentynl’s designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), transferable, royalty-free, perpetual, irrevocable right to use, reproduce, sublicense (through multiple tiers), distribute, create derivative works of, perform and import your User Contributions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to you. All User Contributions are deemed non-confidential and non-proprietary.

You are the owner of and responsible for your User Contributions. In consideration of your opportunity to use the Services to post a User Contribution, you represent and warrant that:

  • you own or otherwise control all of the rights to your User Contribution, including, without limitation, all copyrights and trademarks;
  • your User Contribution is true and accurate;
  • your User Contribution does not infringe, misappropriate, or violate any third party’s copyright, trademark, patent, literary, trade secret, privacy, publicity, proprietary or other right;
  • your User Contribution does not contain information that identifies any person, unless you have such person’s express prior written consent, and, if you are a Healthcare Professional, you will not submit any information that would identify a patient or any information for which you do not have all necessary consents, authorizations, or other legally required permission to disclose;
  • your User Contribution does not make unsubstantiated claims about any third party or its products or services or contain any slanderous, defamatory, obscene, pornographic, threatening, and/or harassing comments or other content; and your User Contribution complies with all applicable laws, rules, and regulations.
  1. DISCLAIMER OF WARRANTIES & LIMITATIONS OF LIABILITY

No Warranties

Sentynl warrants that Sentynl has validly entered into these Terms and has the legal power to do so. You warrant that you have validly entered into these Terms and have the legal power to do so. EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. Sentynl specifically disclaims all warranties and conditions of any kind, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, freedom from defects, uninterrupted use and all warranties implied from any course of dealing or usage of trade. Sentynl makes no warranty as to the accuracy, completeness, currency or reliability of any of the Services. Sentynl does not warrant that (i) the Services will meet your requirements, (ii) operation of the Services will be uninterrupted or virus- or error-free or (iii) errors will be corrected. Any oral or written advice provided by Sentynl or its agents does not and will not create any warranty.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, WHICH MEANS THAT SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitation of Liability

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.

SENTYNL SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICES, EVEN IF SENTYNL 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 SERVICES 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 SERVICES 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 SERVICES.

IF FOR ANY REASON THE DISCLAIMERS OF WARRANTIES OR LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 6 IS/ARE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN SENTYNL’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES HEREUNDER SHALL BE LIMITED TO THE LESSER OF THE TOTAL FEES PAID BY YOU TO SENTYNL DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY AND $1,000.

The foregoing disclaimer of liability will not apply to the extent prohibited by applicable law.

You acknowledge and agree that the above limitations of liability, together with the other provisions in these Terms that limit liability, are essential terms and that Sentynl would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

  1. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Sentynl and affiliates and their respective officers, directors, employees, agents and licensees from any and all liability including costs, expenses, the costs of enforcing any right to indemnification hereunder and any insurance provider and attorneys’ fees brought against Sentynl by any third party arising out of or are related to your violation of these Terms or use of the Services. Sentynl reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. No settlement that affects the rights or obligations of Sentynl may be made without Sentynl’s prior written approval.

Sentynl agrees to indemnify you for any direct damages that you suffer arising out of or related to any suit, action or proceeding by a third party to the extent such direct damages arise from a claim that your use of the Services in compliance with these Terms infringes a third party’s United States patent, copyright, or trademark right.

  1. ELECTRONIC CONTRACTING

Your affirmative act of using and/or registering for the Services constitutes your consent to enter into agreements with Sentynl electronically.

  1. INFORMATION, NEWS AND PRESS RELEASES

The Services may contain information, news, and/or press releases about Sentynl. While this information was believed to be accurate as of the date it was prepared, Sentynl disclaims any duty or obligation to update this information, news, or any press releases. Information about companies other than Sentynl contained in the news, press releases or otherwise, should not be relied upon as being provided or endorsed by Sentynl.

  1. THIRD-PARTY SITES & SERVICES

The Services may contain links to third-party websites and services, including social media (collectively, “Linked Services”). Linked Services are not under the control of Sentynl, and Sentynl is not responsible for Linked Services or for any information or materials on or any form of transmission received from any Linked Service. The inclusion of a link does not imply endorsement by Sentynl of the Linked Service or any association with the operators of the Linked Service. Sentynl does not investigate, verify, or monitor the Linked Services. Sentynl provides links to Linked Services for your convenience only. You access Linked Services at your own risk and subject to the privacy policies, terms and conditions of use, and other legal provisions applicable to the Linked Services.

  1. SENTYNL’S LINKING POLICY

Unless otherwise set forth in a written agreement between you and Sentynl, you must adhere to the following rules if you link to any portion of the Services: (i) any link to the Services must be a text only link clearly marked “Sentynl Service”; (ii) the appearance, position and other aspects of the link may not damage or dilute the goodwill associated with Sentynl’s Marks; (iii) the link must “point” to the root domain name of the Sentynl Services and not to other pages within the Services; (iv) the appearance, position, and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Sentynl; (v) when selected by a user, the link must display the Service on full-screen and not within a “frame” on the linking website or service; and (vi) Sentynl reserves the right to revoke its consent to the link at any time and in its sole discretion.

  1. DISPUTE RESOLUTION

The laws of the State of California shall govern these Terms, without reference to its choice of law rules. You and Sentynl agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Terms.

YOU AND SENTYNL AGREE THAT EACH MAY BRING claims against the other only on an individual basis and not as a plaintiff or CLASS member in any PURPORTED class or representative action or proceeding.

YOU AND SENTYNL AGREE THAT ALL CLAIMS WILL BE RESOLVED BY BINDING ARBITRATION IN THE MANNER SPECIFIED IN THIS SECTION 12 AND THAT YOU AND SENTYNL WAIVE ANY RIGHT TO BRING SUCH CLAIMS BEFORE ANY COURT OF LAW. RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.

Any controversy or claim arising under or related to these Terms and their interpretation or the breach, termination, or validity thereof, the relationships which result from these Terms, including disputes about the validity, scope or enforceability of these Terms to arbitration (collectively, “Covered Disputes”) shall be settled by binding arbitration in accordance with the commercial rules of arbitration of the Center for Conflict Resolution (“CCR Rules”). Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Diego County, California, and judgment on the arbitration award may be entered by any court of competent jurisdiction. Either you or Sentynl may seek any interim or preliminary relief from a court of competent jurisdiction in San Diego County, California, necessary to protect the rights or property of you or Sentynl pending the completion of arbitration.

Payment of all filing, administration, and arbitrator fees will be governed by the CCR Rules. If, however, you are able to demonstrate that the costs of arbitration will be prohibitive for you as compared to the costs of litigation, Sentynl will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse Sentynl for all fees associated with the arbitration that Sentynl paid on your behalf which you otherwise would be obligated to pay under the CCR Rules.

A single arbitrator will be selected in accordance with the CCR Rules. The arbitration shall be conducted in the English language. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity, and any award of the arbitrator will be final and binding on each of the parties. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives. The arbitrator will apply applicable law and the provisions of these Terms, and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review. The arbitrator’s decision must be with written explanation and remain confidential.

If any provision of the agreement to arbitrate in this Section 12 is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced (but in no case will there be a class, representative or private attorney general arbitration). Regardless of any statute or law to the contrary, notice of any claim arising from or related to these Terms must be made within one (1) year after such claim arose or be forever barred. For purposes of this Section 12, these Terms and related transactions will be subject to and governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA).

  1. SECURITIES LAWS

The Services website may include statements concerning Sentynl’s operations, prospects, strategies, financial condition, future economic performance, and demand for Sentynl’s products or services, as well as its intentions, plans and objectives, which are forward-looking statements. These statements are based upon a number of assumptions and estimates that are subject to significant uncertainties, many of which are beyond our control. When used on or in the Services, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends,” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Services and the information contained herein do not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any securities-related filings or documents.

  1. GEOGRAPHIC RESTRICTIONS

The Services are based in the State of California in the United States and provide for access and use only by persons located in the United States. You acknowledge that you may not be able to access the Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you are responsible for compliance with local laws.

The Services may be subject to United States export control laws, including the Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules and complete all required undertakings, including obtaining any necessary export license or other governmental approval, prior to exporting, re-exporting, releasing or otherwise making the Services available outside the United States.

You represent and warrant that (i) you are not located in a country that is subject to a United States Government embargo or that has been designated by the United States Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Please note: By agreeing to these Terms, you explicitly agree that any claims or actions that you may otherwise have against Sentynl under the laws of any jurisdiction outside the United States are hereby waived and that your sole location and applicable law for any dispute is in the United States according to the terms of Section 12.

 

  1. DATA PRIVACY AND PROTECTION

Please make sure that you carefully read our Privacy Statement to learn about the information that Sentynl collects through the Services and how we process it.

Without limiting the terms of Sentynl’s Privacy Statement, you understand that Sentynl does not and cannot guarantee that your use of the Services and/or the information provided by you through the Services will be private or secure. Except as expressly required by law, Sentynl is not responsible or liable to you for any lack of privacy or security you may experience. You are responsible for using the precautions and security measures best suited for your situation and intended use of the Services. Sentynl reserves the right at all times to disclose any information as Sentynl deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or protect the security of Personal Information and the Services.

  1. UNITED STATES GOVERNMENT RIGHTS

Certain parts of the Services are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the United States Government, or any contractor thereof, you receive only those rights with respect to the Services as are granted to all other users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors; or (b) 48 C.F.R. §12.212, with respect to all other United States Government licensees and their contractors.

  1. TERMINATION

These Terms automatically terminate when you fail to comply with any term or condition of them. Sentynl may terminate or modify your access to the Services, with or without notice to you, at any time for any reason. For example, access to the Services may be denied without notice if Sentynl believes that you are a minor.

Termination will not limit any of Sentynl’s other rights or remedies. Any provision that must survive to give proper effect to the intent and purpose of these Terms (including but not limited to Sections 6, 7, 12, 15, 18 and 19) shall survive termination.

  1. MISCELLANEOUS
  1. These Terms (which include our Privacy Statement) contain the entire understanding by and between Sentynl and you with respect to the matters contained herein.
  2. These Terms inure to the benefit of and will be binding upon Sentynl’s and your successors and assigns, respectively.
  3. These Terms may be assigned by Sentynl, but you may not assign these Terms without the prior express written consent of Sentynl.
  4. If any provision of these Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been used.
  5. If Sentynl fails or you fail to perform any obligation under these Terms and the other party does not enforce such obligation, the failure to enforce on any occasion will not constitute a waiver of any obligation and will not prevent enforcement on any other occasion.
  6. Nothing contained in these Terms will be deemed to constitute Sentynl or you as the agent or representative of the other or as joint venturers or partners.
  7. If Sentynl or you are prevented from performing or unable to perform any obligation under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such cause.
  8. Headings and captions are for convenience only.