Last Updated: October 17, 2024

 Seaport Therapeutics, Inc. (“we,” “us,” or “our”), operates the website  https://seaporttx.com/ (the “Site”). These Terms of Use (these “Terms”) apply to the Site and to any other website or application offered by us that references or links to these Terms. Please read these terms carefully. They set out legally binding terms regarding your use of the Site and our products and services on the Site. Your access to and use of the Site reflects your consent to be bound by these Terms.

BY ACCESSING OR USING THE SITE OR VISITING THE SITE, YOU ACCEPT AND CONSENT TO ALL OF THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OR OUR PRIVACY STATEMENT, THEN YOU MUST NOT USE THE SITE, OR ACCESS OR VISIT THE SITE.

1. Privacy. Along with these Terms, please read our Privacy Policy, which is hereby incorporated and made part of these Terms.

2. Use of Site Content. Other than as expressly permitted in the next sentence, you may not copy, reproduce, distribute, transmit, display, perform, publish, license, modify, translate, adapt, create derivative works from, transfer, sell or otherwise exploit the Site or any content, information, software, products or services obtained from the Site without our prior written permission. You may view and display  the Site solely for your own internal, noncommercial, lawful use. If you make other use of the Site and materials available through the Site, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.

3. Prohibited Uses. You may not (a) decompile, disassemble, or reverse engineer the Site or any portion thereof; (b) attempt to gain unauthorized access to the Site, any portion thereof, including content accessible via the Site, or any other system or platform through the Site; (c) use any automatic device, program, algorithm, or methodology, or engage in harvesting of email addresses or other personal information, unsolicited emailing, phone calling or mailings, spoofing, flooding, overloading, spidering, screen scraping, database scraping, or any similar or equivalent manual process to access, acquire, copy or monitor any portion of the Site or any content on the Site; or (d) reverse look up, trace or seek to trace any information on any other user of or visitor to the Site to its source. You agree that you will not use the Site in any manner that could damage, disable, overburden or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.  You will not use the Site to violate any applicable law, rule or regulation and you will not encourage or enable others to violate any applicable law, rule or regulation.

4. Intellectual Property. The Site contains valuable trademarks and service marks owned and used by us and our affiliate companies (collectively, “Our Marks”). Any use of Our Marks for any commercial purpose without our express prior written permission is strictly prohibited. The arrangement and layout of the Site, including but not limited to, Our Marks, images, text, graphics, buttons, screenshots, music, digitally downloadable files, product descriptions, and other content or material on the Site, are the sole and exclusive property of us or our licensors, or other suppliers. You agree not to use the Site content in any manner that is likely to cause confusion among customers, that disparages or discredits us and/or our licensors or other suppliers, that dilutes the strength of our or our licensors’ or other suppliers’ property, or that otherwise infringes or misappropriates our or our licensors’ or other suppliers’ intellectual property rights. UNAUTHORIZED COPYING, REPRODUCTION, MODIFYING, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, MAKING DERIVATIVE WORKS OF OR DUPLICATING ALL OR ANY PART OF THE SITE OR ANY CONTENT OR MATERIALS ON THE SITE FOR COMMERCIAL USES IS STRICTLY PROHIBITED.

5. Termination; Suspension. Your ability to access and use the Site remains in effect until terminated in accordance with these Terms of Use. You agree that we, in our sole discretion, may terminate your use of the Site if we believe that you have violated or acted inconsistently with these Terms of Use or for any other reason in our sole discretion. We also may in our sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site may be effected without prior notice and you acknowledge and agree that we may bar any further access to the Site. Further, you agree that we will not be liable to you or any third-party for any termination of access to the Site. This sentence of this Section and the provisions of the Intellectual Property, Feedback, Warranty Disclaimers, Indemnification, Limitation of Liability, Governing Law and Venue sections, together with any other rights and obligations which by their nature are reasonably intended to survive such termination, will survive any termination of these Terms of Use.

6. Feedback. We welcome your feedback, testimonials, comments, ideas and reviews about the Site (“Feedback”). Unless specifically otherwise stated, you agree that by submitting Feedback to us, (a) such Feedback shall be deemed to be non-confidential, and (b) you grant to us, our successors, affiliates, representatives and agents a perpetual, royalty-free, fully paid-up, irrevocable, transferable, worldwide right and license to use, transmit, copy, reproduce, publicly display or perform, create derivative works of, or otherwise use such Feedback, without compensation, acknowledgement or notice to you. You also represent and warrant to us that you have the necessary permissions and rights to provide such Feedback to us.

7. Reliance on Information Posted. The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.  The Site may include content provided by third parties.  All statements and/or opinions expressed in these third-party materials, and all articles and responses to questions and other content, other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials.  These third-party materials do not necessarily reflect our opinion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third party.

8. WARRANTY DISCLAIMERS. Your use of the Site is at your sole risk. THE SITE, INCLUDING, WITHOUT LIMITATION, ANY MATERIALS, INFORMATION, CONTENT, FUNCTIONS, PRODUCTS, TEXT, GRAPHICS AND LINKS THEREON, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, DATA ACCURACY, SYSTEM INTEGRATION, AND WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. THE PROTECTED ENTITIES DO NOT WARRANT THAT (A) THE SITE WILL FUNCTION UNINTERRUPTED, SECURELY OR BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SITE WILL MEET YOUR REQUIREMENTS. WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF CONTENT ON THE SITE OR WITH RESPECT TO ITS COMPLETENESS, ACCURACY, TRUTHFULNESS, AVAILABILITY, ADEQUACY, USEFULNESS, TIMELINESS, SECURITY, RELIABILITY OR OTHERWISE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE. YOU AGREE THAT WE, IN OUR SOLE DISCRETION, MAY IMMEDIATELY TERMINATE YOUR ACCESS TO THE SITE AT ANY TIME, FOR ANY REASON. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

9. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS US, OUR LICENSORS, AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS, AS WELL AS OTHER USERS OF THE SITE, FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, ACTIONS, JUDGMENTS, SETTLEMENTS, INTERESTS, AWARDS, PENALTIES, FINES, COSTS, OR EXPENSES OF WHATEVER KIND, INCLUDING, WITHOUT LIMITATION, ALL REASONABLE ATTORNEYS’ FEES, ARISING FROM OR RELATING TO (A) USE AND ACCESS OF THE SITE, BY YOU; (B) BREACH OF OR FAILURE TO COMPLY WITH THESE TERMS BY YOU; (C) VIOLATION OF THE LAW OR ANY THIRD-PARTY RIGHT BY YOU; (D) YOUR CONTENT OR ANY OTHER INFORMATION YOU PROVIDE TO US VIA THE SITE AND (E) ANY ACTIVITY OTHERWISE RELATED TO USE OF THE SITE (INCLUDING NEGLIGENT OR WRONGFUL CONDUCT) BY YOU.

10. LIMITATION OF LIABILITY. WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS SHALL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY ARISING OUT OF OR RELATED TO YOUR CONTENT OR ANY OTHER INFORMATION YOU SHARE WITH US. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SITE FOR: (A) PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SITE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR (B) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED FIFTY DOLLARS ($50.00).  THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION RELATED TO THE SITE AND/OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

11. Governing Law and Venue. These Terms and the relationship between you and us will be governed and construed in accordance with the laws of Massachusetts, without regard to conflict-of-laws principles.  Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Massachusetts, in each case located in the City of Boston and County of Suffolk, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

12. Entire Agreement; No Waiver; Assignment. These Terms constitute the entire agreement between you and us regarding the Site. Neither the course of conduct between us nor trade practice shall act to modify these Terms. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under these Terms will act as a waiver thereof, nor will a single or partial exercise of any right or power under these Terms preclude further exercise of that or any other right under these Terms.  These Terms, and any rights and licenses granted hereunder, may not be delegated, transferred or assigned by you, but may be assigned by us without restriction. Any purported delegation, transfer or assignment by you shall be null and void.

13. If any provision of these Terms is found to be illegal, invalid or unenforceable by a court of competent jurisdiction, such provision will be deleted from these Terms and the remaining provisions will continue with full force and effect.

14. Geographic Restrictions. The Site is operated out of the United States. We make no representation that the Site, or content or information available via the Site, is appropriate or available for use outside of the United States, and access to it from jurisdictions where the content is illegal is prohibited.  Those who choose to access the Site from outside the United States do so at their own initiative and are responsible for compliance with all applicable local laws.

15. Changes to these Terms and the Site. We reserve the right to modify these Terms, and to add new or additional terms or conditions on your use of the Site, for any reason, without notice, at any time. Such modifications and additional terms and conditions will be effective immediately and incorporated into these Terms upon posting of revised Terms on the Site. Your continued use of the Site afterward will be deemed acceptance of the then-current Terms. We may modify or discontinue providing the Site more broadly, in whole or in part, at any time, for any reason, without prior notice.

16. Copyright. If you believe your copyright or other intellectual property or privacy right has been violated by content accessible via the Site, please contact us by email at info@seaporttx.com.

17. Contact Us. If you have any questions about these Terms or the Site, please feel free to contact us by email at info@seaporttx.com.