Last Revised on September 29, 2023
Welcome to the Terms of Use (these “Terms”) for our website located at tyra.bio (the “Website”), for Tyra Biosciences, Inc. (“Company”, “we,” “our” or “us”).
These Terms govern your use of and access to content and services provided by us in connection with the Website. Please read these Terms carefully, as they include important information about your legal rights.
By using or accessing the Website, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Website.
For purposes of these Terms, “you” and “your” means you as the user of the Website. If you use the Website on behalf of a company or other entity then “you” includes you and that entity, and (a) you represent and warrant that you have the authority to bind such entity to these Terms and (b) you agree to these Terms on such entity’s behalf.
SECTION 9 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO THE COMPANY’S SERVICES AND/OR PRODUCTS THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 9.
1. INFORMATION DISCLAIMER
Information and materials provided via the Website are provided for general informational purposes and on an “AS-IS” basis without any warranty of any kind, including without limitation, any representation or warranty as to its accuracy, completeness, or fitness for any particular purpose or use.
NOTHING IN THIS WEBSITE IS INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT AND IT DOES NOT PROVIDE INSTRUCTION ON THE APPROPRIATE USE OF ANY PRODUCT OR THERAPY PRODUCED OR SUPPLIED BY COMPANY. USERS OF THIS WEBSITE SHOULD BE AWARE THAT ANY PRODUCTS OR THERAPIES UNDER DEVELOPMENT DESCRIBED IN THE WEBSITE HAVE NOT YET BEEN FOUND SAFE OR EFFECTIVE BY ANY REGULATORY AGENCY AND ARE NOT APPROVED FOR ANY USE OUTSIDE OF CLINICAL TRIALS. NO INFORMATION PROVIDED ON THE WEBSITE SHOULD BE USED IN THE DIAGNOSIS OR TREATMENT OF ANY DISEASE OR HEALTH CONDITION. IF YOU ARE SEEKING MEDICAL ADVICE, YOU ARE URGED TO CONSULT WITH YOUR PHYSICIAN OR OTHER LICENSED HEALTHCARE PROFESSIONAL. IF YOU BELIEVE THAT YOU MAY HAVE A MEDICAL EMERGENCY, YOU SHOULD CONTACT YOUR PHYSICIAN OR CALL 911 IMMEDIATELY. Never disregard professional medical advice or delay in seeking it because of something you have read on the Website. The Company does not recommend or endorse any specific therapies, tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Website. Reliance on any information provided by Company, Company employees, or others appearing on the Website is solely at your own risk.
Information and materials included on the Website may be derived from reviews of relevant scientific, medical, and legal literature, from our advisors, and/or from our own research findings and clinical studies, and may reflect interpretations of the authors, advisors and Company personnel. There may always be varying opinions, interpretations, and conclusions reached by others based upon the same, similar, or different research.
WHILE WE ENDEAVOR TO KEEP THE INFORMATION ON THE WEBSITE CURRENT AND CONSISTENT, INFORMATION MAY BECOME OUTDATED OVER TIME, OR SUPERSEDED BY SUBSEQUENT DISCLOSURE. THE WEBSITE MAY INCLUDE TECHNICAL OR OTHER INACCURACIES, INCONSISTENCIES, OR TYPOGRAPHICAL ERRORS. WE ASSUME NO LIABILITY FOR ACCURACY, COMPLETENESS OR USEFULNESS OF THE INFORMATION CONTAINED ON THE WEBSITE. CHANGES MAY BE PERIODICALLY ADDED TO THE INFORMATION AND THESE CHANGES WILL BE INCORPORATED IN NEW EDITIONS OF THE WEBSITE.
2. WHO MAY USE THE WEBSITE
2.1 Minimum Age. You must be 18 years of age or older to use our Website. Minors under the age of 18 but who are at least 13 years of age are only permitted to access or use our Website if the minor’s parent or guardian accepts these Terms on the minor’s behalf prior to access or use of the Website. Children under the age of 13 are not permitted to access or use the Website. By accessing or using the Website, you represent and warrant that you meet these requirements.
2.2 Location. Our Website is operated from the United States of America but is generally available for access outside of the United States. We make no representation or warranty that the information on the Website is appropriate or available for use in other locations, and access to our Website from territories where the content of our Website may be illegal is prohibited. Those who choose to access our Website from locations outside the United States do so on their own initiative and are responsible for compliance with applicable local laws.
3. PRIVACY
3.1 Privacy Policy. Our privacy policy describes how we handle the information you provide to us when you use our Website. We encourage you to review our privacy policy.
4. YOUR USE OF THE WEBSITE
4.1 Use of the Website. Subject to your compliance with these Terms, we hereby grant to you a limited right to access and use the Website, and view the content provided to you as part of the Website, for your personal, non-commercial informational purposes only. Except as expressly provided in these Terms, nothing contained in the Website grants or shall be construed as granting a license or other rights to you under any patent, trademark, copyright, or other intellectual property of the Company or any third party.
4.2 Restrictions On Your Use of the Website. You may not do any of the following, unless applicable laws prohibit these restrictions or you have our express written permission to do so:
(a) exploit the Website for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
(b) download, modify, copy, distribute, transmit, display, perform, reproduce, reverse engineer, publish, license, create derivative works from, or offer for sale any content contained on, or obtained from or through, the Website, including any text, images, audio or video;
(c) use, reproduce or remove any copyright, trademark, trade names, slogan, logos, images, service marks or other proprietary notations displayed on or through the Website;
(d) use automation software (bots) or any other unauthorized third-party software designed to attempt to gain unauthorized access to, damage, disrupt or modify the Website or otherwise circumvent any technological measure or consent protections of the Website;
(e) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Website to monitor, extract, copy or collect information or data from or through the Website, or engage in any manual process to do the same;
(f) introduce any viruses, trojan horses, worms or other malicious materials; or
(g) use the Website for illegal, harassing, unethical or disruptive purposes or access or use the Website in any way not expressly permitted by these Terms.
5. OWNERSHIP AND CONTENT
5.1 Ownership of the Website. The Website and its content, including their “look and feel” (e.g., text, graphics, videos, images, logos, color schemes, etc.), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that we and/or our licensors own all right, title and interest in and to the Website (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Website and its content, including, without limitation, the exclusive right to create derivative works.
5.2 Ownership of Trademarks. The TYRA name and all related logos, product and service names, and designs are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, and designs that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
6. THIRD PARTY SERVICES AND MATERIALS
6.1 Use of Third Party Materials on the Website. The Website may display, include or make available content, data, information, websites or other links, applications or materials from third parties or provide links to certain third-party websites (“Third Party Materials”). We do not examine or evaluate the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, quality or any other aspect of such Third Party Materials. We do not endorse and do not assume any liability or responsibility to you or any other person for any third-party services, Third Party Materials, or for any other materials, products or services of third parties. Third Party Materials are provided solely as a convenience to you. If you have any complaints in connection with any Third Party Materials please contact such third party directly.
7. DISCLAIMERS
7.1 Disclaimers. Your access to and use of the Website are at your own risk. The Website and any related content, tools, features and functionality offered on the Website is provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, we, our parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Website; (b) any harm to your computer system, loss of data or other harm that results from your access to or use of the Website; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the Website will be available on an uninterrupted, secure or error-free basis. You understand that we may modify, expand, reduce, suspend, disable or terminate all or any part of the Website at any time or discontinue, change or restrict your use of the Website for any reason without notice.
7.2 THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SUCH AS IN SECTIONS 7.1 AND 8.1. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SET FORTH IN SECTIONS 7.1 AND 8.1 MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
7.3 YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY ENTITIES WILL BE RESPONSIBLE FOR.
8. LIMITATIONS OF LIABILITY
8.1 TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE WEBSITE), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE WEBSITE OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE WEBSITE
9. ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
9.1 Informal Process First. You and the Company agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party thirty (30) days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
9.2 Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Company’s services and/or products, including the Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Because your contract with the Company, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.
9.3 Exceptions. Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction: (a) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; (b) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (c) intellectual property disputes.
9.4 Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).
9.5 Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand 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 JAMS rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
9.6 Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to [email protected] or to the U.S. mailing address listed in the “How to Contact Us” section of these Terms. The notice must be sent to the Company within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them.
9.7 WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM, OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AND THE COMPANY AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND THE COMPANY EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AND THE COMPANY AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.
9.8 IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.
10. SECURITIES LAWS
10.1 Forward-Looking Statements. This Website contains forward-looking statements about the Company’s future expectations, plans, prospects, objectives and strategies and the Company’s actual results, performance, or achievements may differ materially from those expressed or implied by any forward-looking statements due to a number of known and unknown risks and uncertainties, and other factors, many of which are beyond Company’s control. The Company has no obligation to update any forward-looking statements appearing on the Site as a result of new information or future events. The Company does not intend for any information contained in the Website to be incorporated into or considered to be part of any of Company’s filings with the Securities and Exchange Commission.
10.2 No Offers. Nothing contained in this Website constitutes an offer, solicitation or recommendation regarding any security of the Company or any third party.
11. ADDITIONAL PROVISIONS
11.1 Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review the Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access to or use of the Website after the modifications have become effective will be deemed your acceptance of the modified Terms.
11.2 Jurisdiction; Choice of Law. These Terms and your use of the Website shall be governed by the laws of California, without regard to its conflict of law provisions that would result in the application of any laws other than the law of California. Any disputes under these Terms shall be adjudicated in the state or federal courts located in San Diego, California, USA, and you consent to the exclusive jurisdiction of said courts.
11.3 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to us for which monetary damages would not be an adequate remedy and we shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
11.4 California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
11.5 Severability. If any provision of these Terms, in full or in part, shall be unlawful, void or for any reason unenforceable, then that provision, in full or in part, shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
11.6 Miscellaneous. These Terms and the licenses granted hereunder may be assigned by us but may not be assigned by you without our prior express written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Website are operated by us in the United States. Those who choose to access the Website from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.
11.7 How to Contact Us. You may contact us regarding the Website or these Terms at 2656 State St., Carlsbad, CA 92008, by phone at (619) 728-4760, or by e-mail at [email protected].