Effective Date: January 1, 2023
Welcome to Gritstone bio, Inc. These Terms of Use (“Terms”) govern your access to and use of the www.gritstonebio.com, www.gritstoneoncology.com and www.gritstone.com websites (collectively, the “Website” or “Sites”), their subdomains, all portals, applications, products, services, events and any interactive features or other services that post a link to these Terms (collectively, the “Services”). Please review these Terms carefully before using the Sites or our Services because they are a legal contract between you and Gritstone bio, Inc. (“Gritstone,” “we,” “us” or “our”). By using the Sites or the Services, you agree to be bound by and comply with these Terms. We may change these Terms or modify any features of the Sites at any time. The most current version of the Terms can be viewed by clicking on the “Terms of Use” link posted through the Website. You accept any changes to the Terms by continuing to use the Sites after we post the changes. If you do not agree to the Terms, do not use the Sites or the Services.
All references to “you” or “your” in these Terms mean the person that registers for, accesses, or uses the Sites or the Services. If you use or access the Sites or Services on behalf of an entity or individual, you represent and warrant that you have the authority to bind that entity or individual. Our Sites are not intended for those under the age of 16 – if you access the Sites or the Services, you represent and warrant that you are at least 16 years of age.
IMPORTANT NOTICE: THESE TERMS OF USE ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION AND JURY TRIAL AS SET FORTH BELOW.
Please review our Privacy Policy & Notice, which explains our practices relating to the collection and use of your information through or in connection with the Services, is incorporated into these Terms by reference, and constitutes a part of these Terms. By using the Sites or our Services, you indicate that you understand and consent to the collection, use and disclosure of your information as described in our Privacy Policy. Please note that clinical trial sites may have their own Privacy Policy or separate data collection practices which may be covered under the Health Insurance Portability and Accountability Act (“HIPAA”). You should read the applicable third-party policies and disclosures prior to providing any personal information. We are not responsible for the privacy practices of third parties.
In connection with your use of the Sites or Services, you may occasionally be asked to consent to policies or terms and conditions in addition to these Terms. Please read any supplemental policies and terms carefully before making any use of such portions of the Sites. Any supplemental terms will not vary or replace these Terms regarding any use of the Sites or Services unless otherwise expressly stated.
By using our Sites and Services, you agree that Gritstone may communicate with you electronically regarding your use of the Site and Services and that any notices, agreements, disclosures or other communications that Gritstone sends to you electronically will satisfy any legal communication requirements, including any requirement that the communication be in writing. To withdraw your consent from receiving electronic notices, please notify us at privacy@gritstone.com.
We reserve the right to change and improve the features and functionality of the Services at any time, which includes adding, modifying or removing features of the Services, or updating how our Services are provided. Any future release, update, or other addition to the Services shall be subject to these Terms, unless and until an updated set of Terms is posted. Additionally, we reserve the right to suspend or terminate the Services for any reason, without notice, at any time.
You may not access or use, or attempt to access or use, the Sites to take any action that could harm us or any third party, interfere with the operation of the Sites, or in a manner that violates any law(s). For example, and without limitation, you may not:
Violations of system or network security may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate the Terms. We may suspend or terminate your access to the Sites for any or no reason at any time without notice.
You acknowledge that we have no obligation to monitor your access to or use of the Services for violations of the Terms, or to review any content you submit to us. However, we have the right to do so for the purpose of operating and improving the Services (including, without limitation, for fraud prevention, risk assessment, investigation, and customer support purposes), to ensure your compliance with the Terms, and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency, or other governmental body.
The Sites and any information or content provided therein are for informational and educational purposes only and are not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. Gritstone does not give medical advice, nor does it provide medical or diagnostic services. Your reliance upon any content or information provided through the Sites is solely at your own risk.
Unless specifically requested, Gritstone does not wish to receive any confidential, proprietary, or trade secret from you via the Sites (including via contact email made available on the Sites). You remain fully responsible for the materials that you provide to us, including, without limitation, information, requests, creative works, pictures, photographs, letters, documents, demos, ideas, suggestions, reviews, concepts, methods, systems, designs, plans, techniques or other materials submitted, posted, uploaded, sent or otherwise transmitted to us (“User Content”). If you send Gritstone any User Content, you grant Gritstone a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable, and sub-licensable right and license to use, copy, reproduce, modify, adapt, print, publish, translate, create derivative works from, create collective works from, and distribute, perform, display, license and sublicense (through multiple levels) such User Content in any media now known or hereinafter invented, including for commercial purposes. In addition to the rights applicable to any User Content, when you post comments or reviews to our Sites or via mentions in social media, you also grant us the right to use the name that you submit with any comment, review, or other content, in connection with the comment, review or other content.
You agree not to provide User Content that:
We are not obligated to use your User Content. We do not guarantee any confidentiality with respect to any User Content.
The obligations that you have to us under these Terms shall survive termination of the Sites, any use by you of the Sites, any User Content uploaded or sent through the Sites, or these Terms.
These Sites contain content that is protected under the copyright, trademark and other intellectual property laws of the United States and other countries (“Content”) and these rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. Unless otherwise provided in these Terms or elsewhere indicated on the Sites, all intellectual property rights in the Content are owned by us or our third-party licensors to the full extent permitted under United States and international intellectual property laws, including, without limitation, all videos, text, graphics, user interfaces, visual interfaces, photographs, moving images, illustrations, files, trademarks, logos, service marks, artwork, computer code, design, structure, selection, coordination, “look and feel,” and arrangement of the Content. Your use of the Sites shall not grant you any claim of ownership over any Content, and you agree to comply with all applicable intellectual property laws. You may print copies of the Content, provided that these copies are made only for personal, non-commercial use, and provided that you maintain any notices contained in the Content, or maintained by the licensor or author, such as all copyright notices, trademark legends, attributions, by-lines or other proprietary rights notices. You may not publish, reproduce, distribute, display, perform, edit, adapt, modify or otherwise exploit any part of the Sites, including the Gritstone name and logo, without our prior written consent. You may provide a link to the top page of the Website unless and until Gritstone gives notice that you must discontinue linking to the Website. You may not store electronically any significant portion of Content from this Sites. The use of Content from the Sites on any other site, including by linking or framing, or in any networked computer environment, for any purpose, is prohibited without our prior written approval.
For permission to use Content from this Site or from marketing materials authored or distributed by us, please request written permission in advance by writing to privacy@gritstone.com, and provide full attribution.
Claims of Infringement (Digital Millenium Copyright Act Notice).
We respect the intellectual property of others and require that you do the same. In accordance with the Digital Millennium Copyright Act (the “DMCA”) , the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, we will respond expeditiously to notices of alleged copyright infringement that are duly reporter to its Designated Copyright Agent identified below. Gritstone reserves the right to disable and/or remove access to the Site for users who are repeat infringers or to terminate the rights of any user to access the Services if any such user is either found to infringe third party copyright or other intellectual property rights, including repeat infringers, or who we believe, in our sole discretion, are infringing these rights. Upon our receipt of a proper notice of claimed infringement under the DMCA, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Our designated agent (i.e., the proper party) to whom you should address such notice is:
Gritstone bio, Inc.
Attn: Compliance Department
5959 Horton St., Ste. 300
Emeryville, CA 94608
If you believe that content that you or a third party owns has been used via the Services in a way that violates your or someone else’s copyright or other intellectual property rights, please provide us with the following information:
If you submit a notice of infringement that knowingly materially misrepresents that any content, information, or communication on the Services is infringing upon a copyright, you may be held liable for damages and attorneys’ fees. If you believe that your content, information, or communication has been removed from the Services due to an erroneous claim of infringement, you may have remedies available to you under the DMCA.
The Sites may contain links to third-party content that take you outside of the gritstonebio.com Website and the Services (“Linked Sites”). We do not control, endorse, sponsor, recommend or otherwise accept responsibility for such Linked Sites, nor do we make any warranties or representations, express or implied, regarding the content (or the accuracy, currency, or completeness of such content) on any Linked Sites. When you follow a link to another website, that website will be governed by different terms of use and a different privacy policy. You should be sure that you read and agree to those policies. Use of any linked third-party content is at the user’s own risk.
You agree to defend, indemnify, and hold harmless Gritstone, its officers, directors, affiliates, agents and employees, from and against any claims, losses, damages, fines, penalties or other liabilities in any way associated with (i) your use of and access to the Sites or Services, (ii) your actual or alleged violation of any of these Terms, and (iii) your violation of any third party right, including any copyright, trademark, trade secret, right of publicity, or privacy right related to your User Content (as applicable) or use of the Sites.
YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE OPERATION OF THE WEBSITE OR THE INFORMATION, MATERIALS, GOODS OR SERVICES APPEARING OR OFFERED ON THE WEBSITE, ALL OF WHICH ARE PROVIDED “AS IS.” WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY (1) WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (2) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (3) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE WEBSITE; (4) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS OR COMPLETENESS OF DATA MADE AVAILABLE ON THE WEBSITE OR OTHERWISE BY GRITSTONE; (5) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE OR OTHER ACTS OR OMISSIONS BY GRITSTONE OR ANY THIRD PARTY; AND (6) WARRANTY OF TITLE. FURTHER, GRITSTONE DOES NOT WARRANT THAT THE WEBSITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, (1) THAT THE WEBSITE OR ANY EMAIL WE SEND YOU IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY BECAUSE OF YOUR ACCESS TO, USE OF OR BROWSING ON THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE WEBSITE; OR (2) THAT THE WEBSITE, WEBSITE CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, ACCURATE, COMPLETE, UP-TO-DATE OR UNINTERRUPTED. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL GRITSTONE (OR ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, EMPLOYEES, OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE WEBSITE) BE LIABLE FOR DAMAGES OR LOSSES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES AND LOST PROFITS, ARISING OUT OF YOUR ACCESS, USE, MISUSE OR INABILITY TO USE THE WEBSITE, WEBSITE CONTENT, USER CONTENT OR ANY LINKED SITES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE. THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF GRITSTONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL GRITSTONE’S AGGREGATE LIABILITY (OR THE AGGREGATE LIABILITY OF ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS OR EMPLOYEES) ARISING OUT OF OR IN CONNECTION WITH THESE TREMS OF USE, THE WEBSITE, OR THE SERVICES (WHETHER IN CONTRACT, TORT, NEGLIGENCE, WARRANTY OR OTHERWISE) EXCEED $100.00. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, GRITSTONE’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GRITSTONE DISCLAIMS ALL LIABILITY OF ANY KIND ARISING FROM THE UNAUTHORIZED ACCESS TO OR USE OF YOUR INFORMATION. IF YOU ARE DISSATISFIED WITH THE WEBSITE, YOUR SOLE REMEDY IS TO STOP USING THE WEBSITE.
These Terms are governed by, and must be construed in accordance with, the laws of the United States and the State of California, as applicable, without giving effect to their principles of conflicts of law. By using the Sites, you waive any claims that may arise under the laws of other countries or territories.
With respect to any and all disputes arising out of or in connection with the Sites or these Terms (including, without limitation, the Privacy Notice), Gritstone and you agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution. If you and Gritstone do not resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. Any court with jurisdiction over the parties may enforce the arbitrator’s award. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor Gritstone will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. Gritstone and you agree that all disputes arising under these Terms that cannot be settled through informal negotiation will be settled exclusively through confidential binding arbitration in San Francisco, California, or another forum mutually agreed upon by the parties, pursuant to the Rules of Arbitration (“Rules”) of the International Chamber of Commerce (“ICC”) by a sole arbitrator nominated by agreement of the parties and confirmed in accordance with said Rules. The arbitrator’s award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that Gritstone is entitled to obtain preliminary injunctive relief to the extent allowed by law to enforce any of the terms of these Terms pending a final arbitral decision, and you and Gritstone understand that you are not required to arbitrate any dispute in which either party seeks equitable and other relief from the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. To the extent permitted by law, any claim or dispute under this agreement must be filed within one year in an arbitration proceeding. The one-year period begins when the claim or notice of dispute first could be filed. If a claim or dispute isn’t filed within one year, it is permanently barred. If any other provision of this section is found to be illegal or unenforceable, that provision will be severed, with the remainder of this section remaining in full force and effect.
In connection with your use of the Sites or our Services, you may be asked to consent to policies or terms and conditions in addition to these Terms. Please read these supplemental policies and terms carefully before making any use of such portions of the Sites. Any supplemental terms will not vary or replace these Terms regarding any use of the Sites, unless otherwise expressly stated.
If you are visiting the Site from a location outside of the United States, be advised that your information may be transferred from your location through and to servers located in the United States or elsewhere. The data protection laws in the United States and in other countries may differ from those of the country in which you are located, and your information may be subject to access requests from governments, courts, or law enforcement in the United States according to laws of the United States. By using the Site or providing us with any information, you consent to the transfer to, and processing, usage, sharing and storage of your information in the United States and in other countries. Please see our Privacy Policy for more information.
These Terms constitute the entire agreement between Gritstone and you, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us. In the event any provision of these Terms is held unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision. You agree that no joint venture, partnership, employment or agency relationship exists between you and Gritstone as a result of these Terms or your access to and use of the Sites. Our failure to enforce any provisions of these Terms or respond to a violation by any party does not waive our right to subsequently enforce any terms or conditions of the Terms or respond to any violations. Nothing contained in these Terms is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Sites or information provided to or gathered by us with respect to such use. Nothing in these Terms shall prevent us from complying with applicable law. Gritstone hereby reserves all rights not expressly granted to you.
If you have any questions about these Terms, please contact us at:
Gritstone bio, Inc.
Attn: Compliance Dept.
5959 Horton St., Ste. 300
Emeryville, CA 94608