ABSCI TERMS AND CONDITIONS

Last Modified: June 30, 2021

1.          Acceptance of the Terms of Use.

1.1        Absci Corporation (and together with our affiliates, herein referred to as the Company,” “we,” “us or our) provides and makes available this website located at absci.com (the Website).  All use of the Website is subject to the terms and conditions contained in these terms of use (these “Terms of Use”). Please read these Terms of Use carefully.  By accessing, browsing or otherwise using the Website, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.  If you do not accept these Terms of Use, you shall not access, browse or use the Website.

1.2        You understand and agree that we may change these Terms of Use at any time without prior notice.  You may read a current, effective copy of these Terms of Use at any time by selecting the “Terms of Use” link on the Website.  The revised terms and conditions will become when posted.  Any use of the Website after such date shall constitute your acceptance of such revised terms and conditions.  If any change to these Terms of Use is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Website.

If you violate any part of these Terms of Use, your right to access and/or use the Content (as defined below) and Website shall automatically terminate and you shall immediately destroy any copies you have made of the Content.

1.3        Your access to and use of the Website is also subject to the Company’s Privacy Policy located at privacy , the terms and conditions of which are hereby incorporated herein by reference.

2.          Use of the Website and Content.

2.1        This Website contains material and content, including but not limited to software, text, graphics and images (collectively referred to as the Content).  The Content is for informational purposes only and the Website is intended to provide information about the Company and its affiliates’ research, development, and commercialization activities and information required by applicable Law.  The identification or description of technology, products or services of the Company or third parties on the Website, or of any future or potential products or services of the Company or third parties on the Website, is for informational purposes only and does not constitute a representation, warranty, guarantee, endorsement or recommendation of such technology, products and services or that such technology products or services may be offered or available in the future.

We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties.  The Content is protected by United States and foreign intellectual property Laws.  Unauthorized use of the Content may result in violation of copyright, trademark, and other Laws.  You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under these Terms of Use.  No other use is permitted without our prior written consent.  You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content.  You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.  The use or posting of any of the Content on any other Website or in a networked computer environment for any purpose is expressly prohibited.  

The Content may include scientific, health or medical-related information or material; this information or material only describes general principles of science, health care or medicine, and is for reference only.  The Content is not intended or implied to be a substitute for professional medical diagnosis or treatment by a medical or health care professional.  You are encouraged to confirm any information or advice contained in the Content with other sources.  The Company cannot answer unsolicited emails requesting personal medical or scientific advice.  

Content cannot and should not be used to determine or as a basis for diagnosis or choice of treatment for medical care, or for any business decision.  No information on the Website is provided with the intention to give advice or instructions on the accurate use of our or our collaboration partners’ technology, products or services for the treatment or diagnosis of any medical condition, or for any scientific or technological uses.  In no event will the Company be liable for any decision made or action taken in reliance on the Content, and reliance thereon is solely at your own risk.  THE COMPANY IS NEITHER RESPONSIBLE NOR LIABLE FOR ANY ACTION, INACTION, ADVICE, SERVICES, ANALYSIS OR INFORMATION BY ANY PERSON, INCLUDING ANY HEALTHCARE PROVIDER, USING OR ACCESSING THIS WEBSITE.

NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF SOMETHING IN THE CONTENT OR ACCESSED THROUGH THE WEBSITE.  IF YOU THINK YOU OR SOMEONE USING THE SERVICE MAY HAVE A MEDICAL EMERGENCY, CALL A DOCTOR OR YOUR LOCAL EMERGENCY NUMBER IMMEDIATELY.  

2.2        The trademarks, service marks, and logos of the Company (the Company Trademarks) used and displayed on the Website are registered and unregistered trademarks or service marks of the Company.  Other company, product, and service names on the Website may be trademarks or service marks owned by third-parties (theThird-Party Trademarks, and, collectively with the Company Trademarks, the Trademarks).  Nothing on this Website or in these Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark without the prior written consent of the Company specific for each such use.  The Trademarks may not be used to disparage the Company or the applicable third-party, the Company’s or third-party’s technology, products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks.  Use of any Trademarks as part of a link to or from any Website is prohibited without the Company’s prior written consent.  All goodwill generated from the use of any Company Trademark shall inure to the Company’s benefit.

2.3        You agree not to: (a) take any action that imposes an unreasonable load on the Website’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Website, (d) delete or alter any material posted on the Website by the Company or any other person or entity, (e) frame or link to any of the materials or information available on the Website, (f) circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Content) available on or through the Website, including through the use of virtual private networks, or by bypassing measures preventing or restricting access to the Website or Content; (g) engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods; (h) if you are blocked by the Company from accessing the Website (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).  You further agree not to use the Website or the Content to (i) share any content that: infringes any intellectual property or other proprietary rights of any party, that you do not have a right to upload under any Law or under contractual or fiduciary relationships, that contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, that is illegal, offensive, harmful, threatening, abusive, harassing, tortious, obscene, pornographic, libelous, invasive of another’s privacy, or otherwise objectionable; (ii) impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity; (iii) harvest or collect email addresses or other contact information or personally identifiable information of other users of the Website or distribute any unsolicited advertising, promotional materials, junk mail, spam or any other form of solicitation; or (iv) violate any appliable Law.  Certain elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 3.1 of these Terms of Use.  None of the Content for this Website may be retransmitted without the express written consent from the Company for each and every instance.

2.4        The Website may contain links to third-party websites (External Sites).  These links are provided solely as a convenience to you and not as an endorsement by us of the content or services on such External Sites.  The content of External Sites is developed and provided by others.  You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content or services on any External Sites.

We are not responsible for the content or services of or available on any linked External Sites and do not make any representations regarding the accuracy, legality, availability, reliability, or completeness or any such content or services on such External Sites.  You should take precautions when downloading files from all Websites to protect your computer from viruses and other destructive programs.  If you decide to access any External Sites, you do so at your own risk.  Any dealings you have with third parties while using the Website or any External Site are between you and the third party.  The Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any External Site or the materials or services available in connection therewith.

2.5        You hereby authorize the Company and its third-party service providers to derive statistical and usage data relating to your use of the Website (Usage Data).  We may use Usage Data for any purpose at any time in accordance with applicable Law and our Privacy Policy.

2.6        Any questions, comments, suggestions, ideas, feedback or other information about the Website (“Submissions”), provided by you to the Company are non-confidential and the Company will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.  

3.          Limitation of Liability and Disclaimer of Warranties.

3.1        THE COMPANY, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY.  THE COMPANY PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE.  YOU AGREE THAT YOU USE THE WEBSITE AND THE CONTENT AT YOUR OWN RISK.

THE COMPANY PARTIES DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERRORFREE OR THAT THE WEBSITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.  IF YOUR USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO COMPANY PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

THE WEBSITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.  THE COMPANY PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. 

3.2        IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

3.3        SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

3.4        IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS 4.1 AND 4.2 ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY.  IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

4.         IndemnificationYou agree to defend, indemnify, and hold harmless the Company Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms of Use or your access to, use or misuse of the Content or Website.  The Company shall provide notice to you of any such claim, suit, or proceeding.  The Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section.  In such case, you agree to cooperate with any reasonable requests assisting the Company’s defense of such matter.  If you are a California resident, you waive 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 settlement with the debtor or releasing party.”  If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

5.         Termination.

5.1        The Company reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to all or any part of the Website or the Content at any time and for any reason without prior notice or liability.  The Company reserves the right to change, suspend, or discontinue all or any part of the Website or the Content at any time without prior notice or liability.

5.2        Sections 2 (SEC Filings and Forward Looking Statements), 3 (Use of the Website and Content), 4 (Limitation of Liability and Disclaimer of Warranties), 5 (Indemnification), 6 (Termination), 7 (Applicable Laws), and 9 (Miscellaneous) shall survive the termination of these Terms of Use.  

6.          Applicable Laws.

6.1        This Website is hosted in the United States.  We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States.  If you access the Website or the Content from outside of the United States, you do so at your own risk.  Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the Laws of your specific jurisdiction.

6.2        The United States controls the export of products and information.  You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws.  By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited.  You are solely responsible for compliance with the Laws of your specific jurisdiction regarding the import, export, or re-export of the Content.

7.          U.S. Government Restricted Rights. The Content is provided with “RESTRICTED RIGHTS.”  Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor.  Use of the Website or Content by the Government constitutes acknowledgement of our proprietary rights in the Website and Content.

8.         Miscellaneous.  

These Terms of Use is governed by the internal substantive laws of the State of Washington, without respect to its conflict of laws provisions.  You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of Vancouver in the State of Washington.  If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.  Failure of the Company to act on or enforce any provision of the Terms of Use shall not be construed as a waiver of that provision or any other provision in these Terms of Use.  No waiver shall be effective against the Company unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.  Except as expressly agreed by the Company and you, these Terms of Use constitutes the entire agreement between you and the Company with respect to the subject matter, and supercedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.  The section headings are provided merely for convenience and shall not be given any legal import.  These Terms of Use will inure to the benefit of our successors, assigns, licensees, and sublicensees.  Any information submitted or provided by you to the Website might be publicly accessible.  Important and private information should be protected by you. The Company is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.