TERMS OF USE

SCORPION THERAPUETICS – TERMS OF USE

These Terms of Use govern your access to web sites controlled by Scorpion Therapeutics, Inc., including its subsidiaries and affiliates (together referred to as “Scorpion Therapeutics” or “Scorpion”), which link to these Terms of Use (together referred to as “Scorpion Therapeutics websites”). These Terms of Use do not apply to Scorpion Therapeutics websites that do not link to these Terms of Use, or to third-party websites to which Scorpion Therapeutics websites may link. Your use of Scorpion Therapeutics websites is subject to these Terms of Use and the Privacy Policy.

Without prejudice to your rights under applicable law, Scorpion reserves the right to amend these Terms of Use to reflect technological advancements, legal and regulatory changes and good business practices. If Scorpion changes these Terms of Use, an updated version of these Terms of Use will reflect those changes and we will notify you of such changes by updating the effective date at the top of these Terms of Use. By accessing or using the Scorpion Therapeutics websites, you agree that you have read, understand, and agree to be bound to the current version of these Terms of Use which you may view when accessing the Scorpion Therapeutics websites. If you disagree with these Terms of Use, or are dissatisfied with the Scorpion Therapeutics websites, your sole and exclusive remedy is to discontinue using this Scorpion website.

Disclaimers

You acknowledge and agree that:

Although we strive to provide on the Scorpion Therapeutics websites the latest developments relating to our products and services, and other information about Scorpion Therapeutics, we do not warrant the accuracy, effectiveness, and suitability of any information contained in the Scorpion Therapeutics websites. Each person assumes full responsibility and all risks arising from use of the Scorpion Therapeutics websites. The information is presented “AS IS” and may include technical inaccuracies or typographical errors. Scorpion reserves the right to make additions, deletions, or modifications to the information contained on the Scorpion Therapeutics websites at any time without any prior notification.

Nothing on this website should be construed as the giving of advice or the making of a recommendation regarding any decision or action related to your health or the health of others. If you are a patient, you should consult a doctor or other qualified health care professional regarding any questions you have about your health or before making any treatment decisions. If you are a doctor or other qualified health care professional, you should not allow the content of this website to substitute for your own medical judgement, which you should exercise in evaluating the information on this website.

SCORPION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO THE INFORMATION OR CONTENT POSTED ON THE SCORPION THERAPEUTICS WEBSITES. SCORPION HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, CREATED BY LAW, CONTRACT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. IN NO EVENT SHALL SCORPION THERAPEUTICS BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL (INCLUDING LOSS OF PROFIT) CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE EXISTENCE OR USE OF THE SCORPION THERAPEUTICS WEBSITES, AND/OR THE INFORMATION OR CONTENT POSTED ON THE SCORPION THERAPEUTICS WEBSITES, REGARDLESS OF WHETHER FIRST WAVE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

Scorpion Therapeutics is not responsible, and provides no warranty whatsoever, for the accuracy, effectiveness, timeliness, and suitability of any information or content obtained from third parties, including any hyperlinks to or from third-party sites. Except as otherwise provided on the Scorpion Therapeutics websites, Scorpion will not edit, censor, or otherwise control any content provided by third parties on any bulletin board, chat room or other similar forums posted on the Scorpion websites. Such information should, therefore, be considered as suspect and is not endorsed by Scorpion Therapeutics.

The Scorpion Therapeutics websites may contain forward-looking statements that reflect Scorpion Therapeutics’ current expectation regarding future events and business development. The forward-looking statements involve risks and uncertainties. Actual developments or results could differ materially from those projected and depend on a number of factors including, but not
limited to, the success of current research programs, results of pending or future clinical trials, ongoing commercialization of its products, regulatory approvals of pharmaceuticals, validity and enforcement of its patents, the stability of its commercial relationships, and the general economic conditions. Scorpion Therapeutics intends to update the Scorpion Therapeutics websites on a regular basis but assumes no obligation to update any of the content.

Your Use

You understand, acknowledge, and agree to the following:

By using the Scorpion Therapeutics websites, you agree not to disrupt or intercept our electronic information posted on Scorpion Therapeutics websites or on any of our servers. You also agree not to attempt to circumvent any security features of the Scorpion Therapeutics websites, and to abide by all applicable, local, state, federal and international laws, rules, and regulations.

You grant to Scorpion Therapeutics the right to use all content you upload or otherwise transmit to the Scorpion Therapeutics websites, subject to these Online Terms of Use and Scorpion Therapeutics’ Privacy Policy. in any manner Scorpion Therapeutics chooses, including, but not limited, to copying, displaying, performing or publishing it in any format whatsoever, modifying it, incorporating it into other material, or making a derivative work based on it. To the extent allowed by applicable law you waive any moral rights you may have to content you upload or otherwise transmit to the Scorpion Therapeutics websites (if any).

Except as expressly stated and agreed upon in advance by Scorpion Therapeutics, no confidential relationship shall be established in the event that any user of the Scorpion Therapeutics websites should make any oral, written or electronic communication to Scorpion Therapeutics (such as feedback, questions, comments, suggestions, ideas, etc.). If any Scorpion Therapeutics websites require or request that such information be provided, and that such information contains personal identifying information (e.g., name, address, phone number, email address), Scorpion Therapeutics shall obtain, use, and maintain it in a manner consistent with
our Privacy Policy.

Otherwise, such communication and any information submitted therewith shall be considered non-confidential, and Scorpion Therapeutics shall be free to reproduce, publish, or otherwise use such information for any purposes whatsoever including, without limitation, the research, development, manufacture, use, or sale of products incorporating such information. The sender of any information to Scorpion Therapeutics is fully responsible for its content, including its truthfulness and accuracy, and its noninfringement of any other person’s proprietary or privacy rights.
Intellectual Property
The information, documents and related graphics published in the Scorpion Therapeutics websites (the “Information”) are the sole property of Scorpion Therapeutics, except for information provided by third-party providers under contract to Scorpion Therapeutics. Permission to use the Information is granted, provided that (1) the above copyright notice appears on all copies; (2)
use of the Information is for informational and non-commercial or personal use only; (3) the Information is not modified in any way; and (4) no graphics available from this Scorpion Therapeutics website are used separate from accompanying text. Scorpion
Therapeutics is not responsible for content provided by third-party providers, and you are prohibited from distribution of such material without permission of the owner of the copyright therein. Except as permitted above, no license or right, express or implied, is granted to any person under any patent, trademark or other proprietary right of Scorpion Therapeutics. No use of any Scorpion
Therapeutics trademark, trade names, trade dress, and pipeline information the Scorpion Therapeutics websites may be made without the prior written authorization of Scorpion Therapeutics, except to identify the pipeline or services of the company.

Privacy and Security
Scorpion Therapeutics is committed to safeguarding your privacy online. We understand the importance of privacy to our customers and visitors to the Scorpion Therapeutics websites. Our use of personally identifiable information is governed by
our Privacy Policy. and by accessing and using the Scorpion Therapeutics websites, you agree to be bound by that Privacy Policy. You recognize and agree that when submitting your personally identifiable information to the Scorpion Therapeutics websites, while Scorpion Therapeutics has safeguards in place to prevent unauthorized access or interception, there is no absolute guarantee of
security.

IN THE UNLIKELY EVENT OF AN INTERCEPTION OR UNAUTHORIZED ACCESS DESPITE OUR EFFORTS, SCORPION
THERAPEUTICS SHALL NOT BE RESPONSIBLE FOR SUCH INTERCEPTIONS OR UNAUTHORIZED ACCESS, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMANGES (INCLUDING LOST PROFITS) SUFFERED BY A CUSTOMER OR USER, EVEN IF SCORPION THERAPEUTICS HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SCORPION THERAPEUTICS DOES NOT WARRANT, EITHER EXPRESSLY OR IMPLIED, THAT THE INFORMATION PROVIDED BY ANY CUSTOMER SHALL BE FREE FROM INTERCEPTION OR UNAUTHORIZED ACCESS, AND DOES NOT PROVIDE ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EACH CUSTOMER IS RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF HIS OR HER OWN PASSWORD.

Limitation of Liability

Scorpion Therapeutics does not assume any liability for the materials, information and opinions provided on, posted to, or otherwise available through, the Scorpion Therapeutics websites. Reliance on these materials, information, and opinions is solely at your own risk. Scorpion Therapeutics disclaims any liability for injury or damages resulting from the use of the Scorpion Therapeutics websites, or the content contained thereon.

THE SCORPION THERAPEUTICS WEBSITES, THE SITE CONTENT, AND THE SERVICES PROVIDED ON OR AVAILABLE THROUGH THE SCORPION THERAPEUTICS WEBSITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. IN
NO EVENT SHALL SCORPION THERAPEUTICS OR ITS VENDORS, OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR AGENTS (HEREINAFTER “SCORPION THERAPEUTICS PARTIES”) BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL
THEORY, ARISING OUT OF, OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SCORPION THERAPEUTICS WEBSITES, THE SITE CONTENT, ANY SERVICES PROVIDED ON OR THROUGH THE SCORPION THERAPEUTICS WEBSITES, OR
ANY LINKED SITE, INCLUDING ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS OR DAMAGES RESULTING FROM DELAY, INTERRUPTION IN SERVICE, VIRUSES, DELETION OF FILES OR ELECTRONIC COMMUNICATIONS, OR ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE SCORPION THERAPEUTICS WEB SITES OR THE SITE CONTENT, WHETHER OR NOT THERE IS NEGLIGENCE BY SCORPION THERAPEUTICS AND WHETHER OR NOT SCORPION THERAPEUTICS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. You agree that regardless of any applicable law to the contrary, you cannot file a claim or cause of action arising out of or related to the Scorpion Therapeutics website or these Terms of Use more than one (1) year
after such claim or cause of action arose. PLEASE BE AWARE THAT ADDITIONAL LEGAL NOTICES, DISCLAIMERS, AND OTHER TERMS AND CONDITIONS MAY APPLY TO THE SCORPION THERAPEUTICS WEBSITES.

General
You agree that these Terms of Use and the Privacy Policy. describe the entire agreement between us with respect to its subject matter. The Scorpion Therapeutics websites were created and are operated under the laws of the State of Massachusetts. The laws of the State of Massachusetts will control the terms provided in these Terms of Use, to the extent that the laws of the State of
Massachusetts are not overridden by applicably mandatory law, e.g. consumer protection laws applying to you. If a court of competent jurisdiction finds that any provision of these Terms of Use is invalid or unenforceable, you agree that the other provisions of these Terms of Use will remain in full force and effect.