Terms & Conditions

Welcome to the Alaunos Therapeutics, Inc. (“Alaunos” or the “Company”) website [alaunos.com] (the “Website”) . The information provided on the Website is for general informational and educational purposes only. Please read and review these terms and conditions (the “Terms of Use”) carefully before accessing or using the Website. By accessing or using this site, you acknowledge and confirm that you have read, understood and agreed to these Terms of Use. If you do not agree to the Terms of Use, you may not access or use the Website. Please note that Alaunos may modify these Terms of Use from time to time, so remember to check back in before you use the Website, as the latest version will apply. Any change to the Terms of Use will be effective immediately upon posting of the revised Terms of Use on the Website.

PLEASE NOTE THESE TERMS OF USE CONTAIN A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION SET FORTH BELOW, WHICH REQUIRE YOU TO ARBITRATE ANY CLAIMS YOU MAY HAVE AGAINST ALAUNOS AND ITS AFFILIATES ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. YOU HAVE THE RIGHT TO OPT-OUT OF ARBITRATION AS EXPLAINED BELOW.

Use of Web site
The information provided on the Website is for general informational and educational purposes only. Certain sections of the Website are intended for particular audiences including Alaunos’ employees, customers and shareholders, as well as members of the health care community and the general public. Your access to and use of the information contained in the Website is subject to these Terms of Use. By accessing and using the Website, you accept, without limitation or qualification, these Terms of Use.

You may use the Website only for lawful purposes and you may not use it in a way that infringes the rights of anyone else or that restricts or inhibits anyone else’s enjoyment of the Website. You may not:

use the content of the Website for any commercial purposes whatsoever;
reveals trade secrets, unless you own them, or you are the valid licensee to such materials and you have the right to grant Alaunos the rights and licenses;
misuse or tamper with the Website (e.g., hack, introduce viruses, Trojan horses, worms, logic bombs or other technologically harmful material, or carry out denial of service attacks etc.)
use the Website in any way that breaches any applicable local, national, or international law or regulation;
use the Website in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
use the Website for the purpose of harming or attempting to harm minors in any way;
to send, knowingly receive, upload, download, use, or re-use any material which does not comply with the Company’s user generated content guidelines;
use any robot, spider, crawlers or other automatic device, process, software, or query 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;
harvest, collect, or send information about others, including e-mail addresses, without their consent; or
use the Website to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (e.g., spam).

Alaunos may end or restrict your use of the Website, without warning and without liability to you or any third party. You understand that Alaunos has the sole right to determine in our reasonable discretion whether you are engaging in any unauthorized activity and/or violating any term or conditions of these Terms of Use.

The Website is limited to users aged 13 years and above.

Content
Alaunos may make additions, deletions, improvements and/or changes to the Website at any time in its sole discretion. Although Alaunos attempts to periodically update information on the Website, the information, materials and services provided on or through the Website may occasionally be inaccurate, incomplete or out of date. Alaunos does not have a duty to update information contained in the Website, and Alaunos will not be liable for any failure to update such information. Alaunos makes no representations, warranties or guarantees, whether express or implied, that the Website, and any of the information contained therein, is accurate, complete, or up-to-date. It is your responsibility to verify any information contained in this Web site before relying upon it.

Disclaimer of Warranties and Limitation of Liability
You agree that access to and use of the Website and the content thereof is at your own risk.

THE WEBSITE AND ALL OF ITS CONTENTS AND RELATED INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ALAUNOS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA OR NONINFRINGEMENT, WITH RESPECT TO THE USE OF THE WEBSITE OR ANY INFORMATION OR SERVICES OBTAINED THROUGH THE WEBSITE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALAUNOS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT.

NEITHER ALAUNOS, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, NOR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE WEBSITE SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL (INCLUDING LOSS OF PROFITS) INDIRECT OR PUNITIVE DAMAGES, ARISING OUT OF THE EXISTENCE OF, ACCESS TO, USE OF OR INABILITY TO USE THE WEBSITE, OR ANY ERRORS OR OMISSIONS IN THE CONTENT THEREOF, OR ANY DEFECTS IN THE WEBSITE, REGARDLESS OF WHETHER ALAUNOS OR ANY OF THE OTHER ENTITIES OR PERSONS LISTED ABOVE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION TO DAMAGES INCLUDES DAMAGES TO, OR FOR ANY VIRUSES THAT INFECT, YOUR COMPUTER EQUIPMENT.

Indemnification
You agree to indemnify and hold harmless Alaunos, and its subsidiaries and/or affiliates, and their respective officers, directors, employees, agents, suppliers and third party partners, and each of their respective successors and assigns, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees and litigation expenses, resulting from (i) any violation by you of these Terms of Use, (ii) your failure to comply with any applicable laws or regulations in connection with the use of the Website, (iii) your negligence, willful misconduct, or violations of the intellectual property or other rights of any person in connection with the use of the website, (iv) or other misuse of the Website . You shall not settle any such claim without the prior written consent of the NFL. These obligations will survive any termination of this Agreement.

Privacy
Alaunos respects the privacy of its Website users. The privacy policy governing this website is located here: (the “Privacy Policy” ). The Privacy Policy is incorporated by reference into, and is a part of, the Terms of Use. By accessing or using the Website you agree to the terms of the Privacy Policy and consent to the information collection, use, and disclosure practices described in Alaunos’ Privacy Policy.

Third Party websites and Links
The Website may contain links or references to other websites maintained by third parties over whom Alaunos has no control. Such links are provided merely as a convenience. Similarly, the Website may be accessed from third party links over whom Alaunos has no control. Alaunos makes no warranties or representations of any kind as to the accuracy, timeliness, or completeness of any information contained in such third-party websites and shall have no liability for any damages or injuries of any kind arising from such content or information. The inclusion of any third-party link in the Website does not imply Alaunos’ endorsement or recommendation of it. If you decide to access any external sites using third party links, you do so at your own risk.

You may link to the Website, as long as you do so in a way that is non-commercial, is fair and legal, and doesn’t damage or take advantage of Alaunos’ reputation, in its sole discretion. You may not link in a way that suggests any form of approval or endorsement by Alaunos where none exists. The Website may not be framed on any other Website without Alaunos’ permission.

Alaunos reserves the right to withdraw linking permission without notice and for any reason.

Medical Information
The Website may contain general information relating to various medical conditions and their treatment. Such information is provided for informational purposes only and is not meant to be a substitute for advice provided by a doctor or other qualified health care professional. You should not use the information contained herein for diagnosing a health or fitness problem or disease. You should always consult with a doctor or other health care professional for medical advice or information about diagnosis and treatment. You agree that Alaunos will not be liable or otherwise responsible for any decision made or any action taken or any action not taken due to your use of any information presented through the Website.

Forward Looking Statements
The Website may contain certain forward-looking statements, including statements regarding Alaunos’ future financial performance, product pipeline and strategy, within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts, and in some cases can be identified by terms such as “may,” “will,” “could,” “expects,” “intend,” “plans,” “anticipates,” “believes” and similar expressions. All such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Company, that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements. These risks and uncertainties include, but are not limited to: changes in the Company’s financial condition and cash needs, funding or other strategic opportunities that become available to the Company, the Company’s ability to finance its operations and business initiatives and obtain funding for such activities; whether any product candidates will advance further in the preclinical research or clinical trial process and whether and when, if at all, they will receive final approval from the U.S. Food and Drug Administration or equivalent foreign regulatory agencies and for their product candidates; whether the Company’s therapeutic products it develops will be successfully marketed if approved; the strength and enforceability of the Company’s intellectual property rights; competition from other pharmaceutical and biotechnology companies; as well as other risk factors contained in the Company’s periodic and interim reports filed from time to time with the Securities and Exchange Commission, including but not limited to, the risks and uncertainties set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K and subsequent reports that the Company may file with the Securities and Exchange Commission. The Company specifically disclaims any obligation to update any forward-looking statements as a result of new information or future events or developments. The Company provides investor relations materials for your convenience and information only. In addition, investor relations materials and the other content on the Website content are not offers to sell or solicitations of an offer to buy any security. There are no guarantees about the future performance of the Company.

Non-Confidential Information
Subject to any applicable terms and conditions set forth in Alaunos’ Privacy Policy, any communication or other material that you send to the Company through the Internet or post on this site by electronic mail or otherwise, such as any questions, comments, suggestions or the like, is and will be deemed to be non-confidential and Alaunos shall have no obligation of any kind with respect to such information. Alaunos shall be free to use any ideas, concepts, know-how or techniques contained in such communication for any purpose whatsoever, including but not limited to, developing, manufacturing and marketing products.

Trademarks
All product names, whether or not appearing in large print or with the trademark symbol, are trademarks of Alaunos or its licensors, unless otherwise noted. The use or misuse of these trademarks or any other materials, except as permitted herein, is expressly prohibited and may be in violation of copyright law, trademark law, the law of slander and libel, the law of privacy and publicity, and communications regulations and statutes. Please be advised that Alaunos actively and aggressively enforces its intellectual property rights to the fullest extent of the law.

Copyrights
The entire contents of the Website are subject to copyright protection. Copyright © 2021 Alaunos Therapeutics, Inc. The contents of the Website may not be copied other than for noncommercial individual reference with all copyright or other proprietary notices retained, and thereafter may not be recopied, reproduced or otherwise redistributed. Except as expressly provided above, you may not otherwise copy, display, download, distribute, modify, reproduce, republish or retransmit any information, text or documents contained in the Website or any portion thereof in any electronic medium or in hard copy, or create any derivative work based on such images, text or documents, without the express written consent of Alaunos. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent or trademark of Alaunos, or any third party.

Void Where Prohibited
The Website and its contents are intended to comply with the laws and regulations in the U.S. Although the information on the Website is accessible to users outside of the U.S., the information pertaining to Alaunos’ product candidates and any products it may develop is intended for use only by residents of the U.S. Other countries may have laws, regulatory requirements and medical practices that differ from those in the U.S.

Governing Law; Arbitration
These Terms of Use and your use of the Website shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflicts of laws principles; provided, however, that the Arbitration Provisions herein shall be governed by the Federal Arbitration Act and the AAA Rules, as described more fully below. Any legal action or proceeding related to the Website shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Texas.

As used in this section, “Arbitration Provisions” refers to the provisions set forth below.

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.

We Both Agree To Arbitrate. You and Alaunos agree to resolve any claims relating to the Terms of Use or your use of this website through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (“AAA Rules”). The arbitration will be held in Texas or any other location Alaunos agrees to.
Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees. Alaunos will pay all arbitration fees for claims less than $75,000. If you receive an arbitration award that is more favorable than any offer Alaunos makes to resolve the claim, Alaunos will pay you $1,000 in addition to the award. Alaunos will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
Exceptions to Agreement to Arbitrate. Either you or Alaunos may assert claims, if they qualify, in small claims court in Texas or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Website, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in the State of Texas to resolve your claim and all parties waive any objection to the personal jurisdiction of and venue in such courts. If you have in any manner violated or threatened to violate any of Alaunos’ intellectual property rights, the Company may, but is not required to bring suit in any state or federal court in the State of Texas. You consent to exclusive jurisdiction and venue in these courts.
Governing Law and Other Terms. These Arbitration Provisions are governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act and other applicable federal law. To the extent state law applies to any aspect of these Arbitration Provisions, or to any disputes and claims that are covered by these Arbitration Provisions, the law of the state of Texas will apply. Alaunos will provide notice of any material changes to these Arbitration Provisions, in which case you will have the right to opt out of these Arbitration Provisions within 90 days after such change. Except as set forth above regarding the class action waiver provision, if any portion of these Arbitration Provisions is deemed invalid or unenforceable, it will not invalidate the remaining portions of these Arbitration Provisions. Only the arbitrator is authorized to make determinations as to the scope, validity, or enforceability of these Arbitration Provisions, including whether any dispute falls within its scope. However, the parties agree that any issue concerning the validity of the class action/representative waiver above must be decided by a court, and an arbitrator does not have authority to consider the validity of the waiver.

Class Action Waiver
You may only resolve disputes with Alaunos on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

Integration and Severability
The Terms of Use constitute the entire agreement between you and Alaunos and governs your use of the Website, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company. If any provision of the Terms of Use is held to be unlawful, void or unenforceable, then such provision shall be severable without affecting the enforceability of all remaining provisions.

No Waiver
Alaunos’ failure to enforce any provisions of the Terms of Use or to respond to a breach by you or other parties shall not in any way waive its right to enforce subsequently any terms or conditions of the Terms of Use or to act with respect to similar breaches.

Terms
The provisions herein relating to intellectual property, disclaimers, limitation of liability, warranties, indemnification, choice of law and dispute resolution shall survive any cancellation, termination, or rescission of the Terms of Use.

Notices
All notices, questions and other communications required to be given in writing under these Terms of Use shall be directed to the following address:

Alaunos Therapeutics
Attn: General Counsel
8030 El Rio St
Houston, TX 77054
[email protected]