Terms of Use - Sling Therapeutics

AGREEMENT TO OUR LEGAL TERMS

We are Sling Therapeutics, Inc. (“Company,” “we,” “us,” “our “), a company registered in Michigan, United States at 455 E. Eisenhower Pkwy, Suite 300 PMB1048, Ann Arbor, MI 48108. We operate the website https://www.slingtx.com (the “Site“), which is intended only for users who reside in the United States of America and who are 18 years or older. Persons under the age of 18 are not permitted to use the Site. You can contact us by email at contact@slingtx.com or by mail to 455 E. Eisenhower Pkwy, Suite 300 PMB1048, Ann Arbor, MI 48108, United States.

These Legal Terms (“Legal Terms “) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you “), and Sling Therapeutics, Inc., concerning your access to and use of the Site. THORUGH YOUR ACCESS OR USE OF THE SITE, YOU AGREE (ON BEHALF OF YOURSELF OR THE LEGAL ENTITY YOU REPRESENT) THAT YOU HAVE READ, UNDERSTOOD, AND CONSENT TO BE BOUND BY THE TERMS OF THESE LEGAL TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCESS OR USE THE SITE. YOU FURTHERMORE AGREE TO BE BOUND TO THE REQUIREMENT OF THE USE OF ARBITRATION (HEREINBELOW) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN A JURY TRIAL OR CLASS ACTIONS, AND YOU ALSO AGREE TO THE LIMITATION OF REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the “Last updated” date of these Legal Terms, and you waive any right to receive specific notice of each such change. You are bound by any such revision. Please visit the Site regularly as it is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Site after the date such revised Legal Terms are posted.

We recommend that you print a copy of these Legal Terms for your records.

1. OUR SITE

The Site is available to you as a resource for general information about the Company, which includes content, materials, and other information. The Company will use reasonable efforts to ensure that the information available on the Site is complete and accurate when posted, however the Company makes no warranties or representations as to the completeness or accuracy of the information presented. Furthermore, the Company does not undertake any obligation to update any information that may change after posting on the Site.

The information provided when using the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site, including any medical information contained on the Site, is intended for informational purposes only. The Site and the information contained on the Site are not a substitute for professional medical advice, diagnosis, or actual medical care. You should contact your local healthcare provider if you have a health-related question or require a diagnosis or treatment. You SHOULD NOT rely on the information and materials on the Site when deciding on a treatment plan, therapy, or any other medical decision. PLEASE REFER TO YOUR DOCTOR as the best resource for medical advice and information. The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

The information of the Site is not intended and should not be construed as an offer to sell securities.

You acknowledge that the Company has no obligation to provide any support or maintenance to you in connection with your access or use of the Site.

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Site, including all source code, databases, functionality, graphics, icons, images, information, materials, software, website designs, audio, video, text, photographs, and graphics in the Site(collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”). Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Site “AS IS” for your personal, non-commercial use or internal business purpose only.

Your use of our Site

Subject to your compliance with these Legal Terms, including the “PROHIBITED ACTIVITIES” section below, we grant you a non-exclusive, non-transferable, revocable, limited license to:

access the Site;
download or print a copy of any portion of the Content to which you have properly gained access; and
solely for your personal, non-commercial use, or internal business purposes.

You assume all responsibility for such use. Use of the Content for any other purpose is a violation of the Company’s copyright and other proprietary rights and a material breach of these Legal Terms and your right to use our Site will terminate immediately. All copyright and other proprietary notices on the Site, including those related to the Content, must be retained on any copies.

Except as set out in our Legal Terms, no part of the Site, nor any Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Site, Content, or Marks other than as set out in our Legal Terms, please address your request to: contact@slingtx.com. If we grant you permission to post, reproduce, or publicly display any part of our Site or Content, you must identify us as the owners or licensors of the Site, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Site, Content, and Marks.

By accessing and using the Site, you agree that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in and on the Site and the Content are owned by the Company, its licensors, or third-party partners. Nothing in the Legal Terms, on the Site, or in the Content confer onto you or any third-party rights, titles, or interest in or to such intellectual property rights, except as otherwise stated herein these Legal Terms. The Company, its licensors, and third-party partners reserve all rights not granted in these Legal Terms. There are NO IMPLIED LICENSES granted under these Legal Terms.

The Site and the Content 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 transfers, directly or indirectly, any U.S. technical data acquired from the Company, or any products utilizing such data, in violation of the U.S. export laws or regulations. We comply with the Digital Millennium Copyright Act (“DMCA”), as applicable to Internet service providers (17 U.S.C. §512, as amended). If believe that your intellectual property rights have been violated or have an intellectual property right-related complaint about Content posted on the Site, you may contact us at the following address with a notice in accordance 17 U.S.C. §512, as amended:

Sling Therapeutics, Inc.

455 E. Eisenhower Pkwy, Suite 300 PMB1048

Ann Arbor, MI 48108

Email: contact@slingtx.com

The Company reserves the right to reject any notice that does not contain all requirements of 17 U.S.C. §512.

Your submissions

Please review this section and the “PROHIBITED ACTIVITIES” section carefully prior to using our Site to understand the (a) rights you give us and (b) obligations you have when you contact us or upload any content through the Site.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Site (“Submissions”), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You are responsible for what you post or upload: By sending us Submissions through any part of the Site you:

confirm that you have read and agree with our “PROHIBITED ACTIVITIES” and will not post, send, publish, upload, share, or transmit through the Site any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
to the extent permissible by applicable law, waive any and all moral rights to any such Submission;
warrant that any such Submission are original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and
warrant and represent that your Submissions do not constitute confidential information.

You are solely responsible for your Submissions, and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

3. USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Legal Terms; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

4. PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

Systematically retrieve data or Content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Modify, make derivative works of, disassemble, decipher, decompile, reverse engineer, or reverse compile any part of the Site, the Content or any of the software comprising or in any way making up any part of the Site, or attempt to do the same.
Trick, defraud, mislead us and other users, or conduct any fraudulent activities, including but not limited to impersonating any person or entity, claiming a false affiliation, or falsifying your age, date of birth, or other information.
Use any device, software, or other interface to or attempt to interfere, circumvent, disable, or otherwise interfere with security-related features, functionality, or Content of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
Use any information obtained from the Site in order to harass, abuse, or harm another person or for your own commercial interests without prior written consent of the Company.
Make improper use of our support Site or submit false reports of abuse or misconduct.
Use the Site in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Site.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
License, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or the Company in any way.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Interfere with, disrupt, create an undue burden, or cause an unreasonably large load on the Site or the networks or Site connected to the Site.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
Attempt to bypass any measures of the Site designed to prevent, secure, or restrict access to the Site, or any portion of the Site.
Copy or adapt the Site’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or use or launch any unauthorized script or other software.
Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email or creating user accounts by automated means or under false pretenses.
Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
Except as stated herein, no part of the Site may be copied, reproduced, distributed, republished, modified, uploaded, posted, transmitted, or distributed in any way without prior written authorization of the Company.

5. USER GENERATED CONTRIBUTIONS

The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third-party websites. When you create or make available any Contributions, you thereby represent and warrant that:

The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Legal Terms.
You have the written consent, release, and/or permission of each and every identifiable individual or business in your Contributions to use the name or likeness and use of their personal or proprietary information for your Contributions in any manner contemplated by the Site and these Legal Terms.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not embarrassing, hateful, indecent, obscene, pornographic, profane, lewd, lascivious, filthy, threatening, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined solely by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
Your Contributions do not violate any applicable law, regulation, or rule or any Company policies.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Legal Terms and may result in, among other things, termination, or suspension of your rights to use the Site. The Company reserves the right to make a determination related to violations at any time, even if the Contributions were previously deemed compliant with these Legal Terms.

6. CONTRIBUTION LICENSE

You and Site agree that we may access, store, process, and use any information and personal data that you provide, including but not limited to your choices (including settings).

By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights, or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

7. INVESTORS

Information on the Site may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These statements are based on current expectations, forecasts, assumptions, and other information available to the company as of the date hereof. Forward-looking statements include, but are not limited to, implied and express statements about the company’s strategy, future business plans, functionality, and capabilities; plans and timelines for clinical development of the company’s therapies, including therapeutic potential and efficacy, clinical benefits, safety profiles, and plans to submit investigational new drug (IND) applications; the potential size of the commercial market for the company’s treatment programs; the company’s long-term financial targets, prospective financial results, return of capital plans, expectations about addressable markets and market share; and future business outlook, such as forward-looking statements about the company’s expectations, beliefs, intentions, or strategies. All statements other than statements of historical facts contained in this presentation, including express or implied statements regarding our strategy, future financial conditions and operations, projected costs, plans, objectives of management and expected market growth, are forward-looking statements. The Company’s actual results, performance, or events may differ materially from these forward-looking statements made or implied due to a number of factors, risks, and uncertainties relating to the Company’s business, including but not limited to: the timing and anticipated results of our current and future clinical trials, supply chain, strategy, and future operations; the risk that the results of prior preclinical and clinical studies may not be predictive of future results in connection with current or future clinical trials; the timing and outcome of any interactions with or approvals by regulatory authorities; obtaining, maintaining, and protecting our intellectual property; our relationships with existing and future investors and collaboration partners; the impacts of current macroeconomic and geopolitical events. The Company disclaims any warranties or representations (expressed or implied) related to the accuracy of forward-looking statements and you should not place undue reliance on our forward-looking statements. The company assumes no obligation and disclaims any obligation to update any forward-looking or other information included in this presentation, whether as a result of new information, future events or otherwise.

8. THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not under the Company’s control and the Company has not investigated, monitored, or checked the Third-Party Websites or Third-Party Content for accuracy, appropriateness, or completeness. We are not responsible for, nor do we endorse any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites, and you shall hold us harmless from any loss or claims caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

9. SITE MANAGEMENT

We reserve the right, at any time, but not the obligation, to: (1) monitor the Site for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to change, modify, suspend, remove from the Site, or discontinue the Site, any part of the Site, or otherwise disable all files and Content on the Site at any time and without notice to you; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

10. PRIVACY POLICY

We care about data privacy and security. By using the Site, you agree to be bound by our Privacy Policy posted on the Site, which is incorporated into these Legal Terms. Please be advised the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal information collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your personal information to the United States, and you expressly consent to have your personal information transferred to and processed in the United States.

11. TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OF THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

These Legal Terms are effective until terminated by either party. You may terminate your agreement at any time by destroying all Content, materials or other information obtained from the Site and all related documentation and all copies and installations thereof, whether made under these Legal Terms or otherwise. These Legal Terms will terminate immediately without notice from the Company if, in the Company’s sole discretion, you fail to comply with any part or portion of the Legal Terms. Upon termination, you must destroy all Content obtained from the Site and all copies thereof, whether made in accordance with the Legal Terms or not. The Legal Terms will survive such termination, including without limitation the paragraphs headed “Our Site,” “Intellectual Property Rights,” “User Representations,” “Investors,” “User Generated Contributions,” “Contribution License,” “Dispute Resolution,” “Limitations of Liability,” “Indemnification,” “Governing Law,” “Term and Termination,” and “Disclaimer.”

If we terminate or suspend your access for any reason, you are prohibited from returning to the Site. In addition to terminating or suspending your access, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

12. MODIFICATIONS, CORRECTIONS, AND INTERRUPTIONS

We reserve the right to change, modify, or remove any of the Content of the Site or the Siteat any time or for any reason, at our sole discretion, without notice. However, we have no obligation to update any information on our Site. We will not be liable to you or any third party for any modification, change, suspension, or discontinuance of the Site.

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

13. GOVERNING LAW

These Legal Terms and your use of the Site are governed by and construed in accordance with the laws of the State of Michigan applicable to agreements made and to be entirely performed within the State of Michigan, without regard to its conflict of law principles. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with local or national laws, if and to the extent local or national laws are applicable. The Company reserves the right to limit the provision of the Site to any person, geographic region, or jurisdiction and to limit the products or services that we provide.

14. DISPUTE RESOLUTION

Binding Arbitration

By accessing and using the Site, the Company and you agree that all disputes that cannot be resolved informally or through small-claims court in connection with these Legal Terms will be resolved by binding arbitration, which is a less formal legal proceeding than a lawsuit in court. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in a court and are subject to extremely limited review by a court.

If the Parties are unable to resolve a dispute through informal negotiations, the dispute (except those disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. This agreement to arbitrate (“Arbitration Agreement”) disputes includes all claims arising out of or relating to any aspect of these Legal Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Legal Terms. Unless otherwise agreed to, all arbitration proceedings will be held in English. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE LEGAL TERMS, THE COMPANY AND YOU ARE EACH WAIVING THE CONSTITUTIONAL AND STATUTORY RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, AND THAT THIS AGREEMENT WILL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. In the event any litigation should arise between the Company and you in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, THE COMPANY AND YOU WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. THE COMPANY AND YOU AGREE THAT 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 JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER PARTY OR USER. Further, unless both the Company and you agree otherwise, the arbitrator may not consolidate more than one person’s claims and the arbitrator may not otherwise preside over any form of a representative or class proceeding.

Before either party may seek arbitration, the party must first send to the other party a written notice of dispute (“Notice”) that describes the basis and the nature of the claim or dispute, as well as the requested relief. After the Notice is received, the Company and you may attempt to resolve the claim or dispute informally. Notwithstanding the above, nothing in these Legal Terms will be deemed to waive, restrict, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief to aid arbitration from a court of competent jurisdiction; or (d) to file suit in a court of law to address an intellectual property infringement claim. If the Company and you cannot resolve the claim or dispute within thirty (30) days after the Notice is received or a period of time mutually agreed upon by the parties, either party may begin arbitration proceedings. If the Company or you 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 (defined hereinbelow) for the pertinent claim.

The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. Any judgment or award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Delaware. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a dispute proceeds in court rather than arbitration, the dispute shall be commenced or prosecuted in the state and federal courts located in Michigan, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms.

In no event shall any dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

If the arbitrator finds that either the substance of your claim or the relief sought in the dispute is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse the Company for all costs that are otherwise your obligation to pay under the AAA Rules. The arbitrator may make rulings and resolve disputes as to the payment, reimbursement of fees or expenses, or grant of non-monetary remedy or relief under applicable law, the AAA Rules, and the Terms at any time during the proceeding or, upon request from either party, within ten (10) business days of the arbitrator’s ruling on the merits. The award of the arbitrator is final and binding upon the Company and you. All aspects of the arbitration proceedings, including but not limited to the award of the arbitrator and compliance therewith, will be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph will not prevent a party from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect. Either party may waive any or all the rights and limitations set forth in this Arbitration Agreement. Such a waiver will not waive or affect any other portion of this Arbitration Agreement. This Arbitration Agreement will survive the termination of your relationship with the Company.

Restrictions

The Parties agree that any arbitration shall be limited to the dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration

The Parties agree that the following disputes are not subject to the above provisions concerning binding arbitration: (a) any disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

15. DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. YOU AGREE THAT YOUR USE OF THE SITE AND YOUR RELIANCE ON THE CONTENT WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE OR AVAILABLE IN THE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CORRECTNESS, ACCURACY, COMPLETENESS, OR RELIABILITYOF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SITE. WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

16. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US OR $10,000.00 USD. CERTAIN U.S. STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

17. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Legal Terms or applicable laws or regulations; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any negligence or willful misconduct toward any other user of the Site. Notwithstanding the foregoing, we reserve 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, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

18. USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

19. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

20. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Site of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

21. MISCELLANEOUS

These Legal Terms and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Legal Terms or use of the Site. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

22. CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Sling Therapeutics, Inc.
455 E. Eisenhower Pkwy
Suite 300 PMB1048
Ann Arbor, MI 48108
United States
info@slingtx.com

23. TRADEMARK AND COPYRIGHT INFORMATION

The use or misuse of these trademarks, copyrights, or other materials is expressly prohibited and may be in violation of copyright law, trademark law, communications regulations and statutes, and other laws, statutes, and/or regulations.