Terms of Use

Please read these Terms of Use (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of the website located at www.calicolabs.com (the “Site”) and any services accessible via the Site offered by Calico Life Sciences LLC (“Calico”). To make these Terms easier to read, the Site and our services are collectively called the “Services.”

Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

You may use the Services only if you are 18 years of age or older and capable of forming a binding contract with Calico, and not otherwise barred from using the Services under applicable law. If you are under 18 years of age, you may not use the Services.

Privacy Policy

Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.

Changes to these Terms or the Services

We may update the Terms, including without limitation, the Acceptable Use Policy, from time to time at our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Feedback

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services or to our business (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it and sublicense it (through multiple tiers) without any restriction or compensation to you.

Your Content

Our Services may allow you to submit content such as text, files, documents, graphics, and images to us or to third party sites accessed through the Services via a link, iFrame or otherwise. Anything that you submit or otherwise make available to Calico or any third parties through the Services is referred to as “User Content”. Calico does not claim any ownership rights in any User Content. By making any User Content available through the Services you hereby grant to Calico a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, use, copy and modify in connection with operating and providing the Services.

You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms and that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Calico on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

General Prohibitions and Calico’s Enforcement Rights

You agree to the Acceptable Use Policy

Links to Third Party Websites or Resources

The Services may allow you to access third-party websites or other resources, including without limitation via iFrames within the Services. For example, the Services may allow you to submit User Content relating to your job application or otherwise through an iFrame on the Site to greenhouse.io. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

Warranty Disclaimers

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services. Content may become out of date and may include omissions or other errors. Calico may change the information provided on the Site at any time without notice. Calico provides the Site and Content for informational purposes only. The Site and Content are not a substitute for and do not contain or constitute, and should not be interpreted as, professional or medical advice, opinion, diagnosis or treatment of any kind. The Content made available on or through the Site should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition. For medical advice, you should consult a medical professional. Your use of the Site or any communication with Calico does not create a doctor-patient relationship between you and Calico. In addition, nothing contained in the Site shall be constructed as a promotion or solicitation of any drug or medical device prohibited by United States laws. Your use of the Site or submission of application for a clinical trial through the Site or otherwise does not guarantee that you will be eligible or selected for the clinical trial. Your participation in a clinical trial through the Site or otherwise does not guarantee that your medical conditions will be improved or will not deteriorate or that Your participation will have no potential risk, and may involve treatment or diagnosis with drugs or devices safety and/or efficacy of which are unknown.

Indemnity

You will indemnify and hold Calico and its officers, directors, employees and agents harmless from and against any claims, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services (including Content), (b) your User Content and any Feedback you submit, or (c) your violation of these Terms.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CALICO NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CALICO OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CALICO’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ONE HUNDRED DOLLARS ($100). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CALICO AND YOU.

Governing Law and Forum Choice

These Terms and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The exclusive jurisdiction for any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services will be the state and federal courts located in the San Francisco County, and you and Calico each waive any objection to jurisdiction and venue in such courts.

General Terms

Calico is not obligated to monitor access to or use of the Services. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. We reserve the right, but are not obligated, to remove or disable access to any content or any part of the Services, or suspend or terminate your license and access to and use of the Services, at our sole discretion, at any time and without notice to you. Upon any suspension or termination, the following Sections will survive: Your Content; General Prohibitions and Calico’s Enforcement Rights; Warranty Disclaimers; Indemnity, Limitation of Liability; Governing Law and Forum Choice; and General Terms.

You agree that Calico and its licensors exclusively own and retain all rights, title and interest in and to the Services, including Content, and all associated intellectual property rights. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. You may not modify, redistribute or republish any information you obtain on the Site without Calico’s prior written permission. All copyright, trademark and other proprietary notices appearing on the Site content must be retained on any copies you make. For purposes of these Terms, “Content” means text, graphics, images, audio, video, works of authorship of any kind and information or other materials that are posted, generated, provided or otherwise made available through the Site.

These Terms constitute the entire and exclusive understanding and agreement between Calico and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Calico and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Calico’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Calico may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Any notices or other communications provided by Calico under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. Calico’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Calico. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Services, please contact Calico at 1170 Veterans Blvd, South San Francisco, CA 94080.

 

Terms of Use Effective Date: May 31, 2022