Terms and Conditions

Last Updated: June 28, 2021

Terms and Conditions of Use

Please read the following terms and conditions (“Terms”) of use carefully before using the 9 Meters Biopharma, Inc. (“9 Meters”) websites, located at http://www.9meters.com, www.celiac-study.com, or the other 9 Meters websites, (collectively or severally referred to herein as the “Websites”). Your use, access or viewing of the Websites is subject to, and constitutes your acceptance of and agreement to be bound by these Terms. By using the Websites, you represent and warrant that you are of legal age to form a binding contract with 9 Meters. If you do not meet this requirement or do not agree to these Terms, you may not use the Websites. The information provided on the Websites is for general informational and educational purposes only.

  1. General. 9 Meters grants you a limited, non-perpetual, revocable, terminable at-will, non-assignable, non-sublicensable and nonexclusive license to use the Websites solely for your personal, informational and non-commercial use. Except for these Terms, which are a binding contract between you and 9 Meters, nothing on the Websites is or may be construed as an offer to form a binding contract or grant of any license or transfer of intellectual property or other rights or interests. These Terms will be binding upon you and your successors, assigns, heirs, legatees, executors, administrators and representatives. The headings of the sections of these Terms are inserted for convenience of reference only, will not be construed as part of your agreement with 9 Meters under these Terms, and will in no way be construed as defining, limiting or affecting the scope or intent of these Terms. As used in these Terms, the word “may” shall be construed as permissive and the words “will” and “shall” shall be construed as imperative; and the terms “include” or “including” mean “include” or “including” without limiting the generality of any description or word preceding such term. Nothing in these Terms will prohibit 9 Meters from protecting and enforcing its rights under these Terms, its properties and interests to the maximum extent of the law.

  2. Accessing the Websites. We reserve the right to withdraw or amend the Websites, and any content, service or material we provide on the Websites, in our sole discretion without notice. From time to time, we may restrict access to some parts of the Websites, or the entirety of the Websites, to certain users. We will not be liable if for any reason all or any parts of the Websites are unavailable at any time or for any period.

  3. Proprietary Rights. You acknowledge that the Websites, any underlying technology used in connection with the Websites, and all software, material, information, communications, text, graphics, links, electronic art, animations, audio, video, photos, and other data available within or from the Websites (collectively, the “Content”), are owned and provided by 9 Meters or third-party providers and are the copyrighted works of 9 Meters and/or such third-parties. We will use reasonable efforts to include accurate and up-to-date Content on the Websites but we make no warranties or representations of any kind as to the accuracy, currency or completeness of the Content. You agree that access to and use of the Websites and the Content thereof is at your own risk. Unless otherwise stated, the Content is the property of 9 Meters and you may not copy, reproduce, publish, distribute, modify, create derivative works of, rent, lease, sell, transfer, display, transmit, compile or collect in a database, or in any manner commercially exploit any part of the Content, in whole or in part. You may not store any significant portion of any Content owned by, or licensed to, us in any form, whether archival files, computer-readable files, or any other medium. In particular, 9 METERS and the 9 Meters’s logo are registered trademarks of 9 Meters. Nothing on the Websites grants or should be construed as granting any license or right in or to any trademarks, service marks, trade names, domain names, logos or other distinctive brand features or other intellectual property rights, all of which 9 Meters or their respective owners reserve. All rights not expressly granted are reserved by 9 Meters. You must abide by any copyright notices, information, or restrictions contained on any part of the Websites. Any use of the Websites not expressly permitted by these Terms is a breach of these Terms. All other product and company names referenced in the Websites that are not owned by 9 Meters are used for identification purposes only and may be the trademarks of their owners.

  4. Forward-Looking Statements. Some Websites contain a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding: (i) 9 Meters’s expectations regarding clinical trials, development timelines and discussions with regulatory authorities related to drug candidates under development by 9 Meters and 9 Meters’s collaborators; (ii) 9 Meters’s expectations about the number of patients that will be evaluated, the anticipated date by which enrollment will be completed and the data that will be generated by ongoing and planned clinical trials, and the ability to use that data for the design and initiation of further clinical trials; and (iii) 9 Meters’s expectations regarding the scope and timing of ongoing and potential future clinical trials. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects” and similar expressions are intended to identify forward-looking statements. Although 9 Meters believes the forward-looking statements on the Websites are accurate, there are a number of factors that could cause actual events or results to differ materially from those indicated by such forward-looking statements. Those risks and uncertainties include, among other things: uncertainties associated with the clinical development and regulatory approval of product candidates; uncertainties in obtaining successful clinical results for product candidates and unexpected costs that may result therefrom; risks related to the failure to realize any value from product candidates and preclinical programs being developed and anticipated to be developed in light of inherent risks and difficulties involved in successfully bringing product candidates to market; risks related to the inability of the 9 Meters to obtain sufficient additional capital to continue to advance these product candidates and its preclinical programs; and other risks listed under Risk Factors in 9 Meters’s annual report and quarterly reports filed with the Securities and Exchange Commission and available through the Websites. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements because of these risks and uncertainties. 9 Meters assumes no obligation and does not intend to update any forward-looking statements, except as required by law.

    Further, the Websites may include or provide access to financial statements or information that include forward-looking statements that involve risks, uncertainties, and assumptions. Such forward-looking statements are necessarily estimates reflecting the best judgment of 9 Meters’ senior management based upon current information available when the statements were made. These statements involve a number of risks and uncertainties and are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act and are indicated by words or phrases such as “believes,” “expects,” “should,” “will,” “may,” “might,” “could,” “seeks,” “intends” and similar words or phrases. Except for historical information, all other statements are forward-looking statements, including any projections of our expected cash position or other financial items; any statements regarding our business strategy or management plans for future operations; any statements concerning the development and commercial potential and potential benefits of any product candidates; and statements about current or future economic conditions.

    These and other risks and uncertainties are more fully described in periodic filings with the Securities and Exchange Commission. These documents are available within the Investors section of the 9 Meters website or at www.sec.gov.

  5. Privacy. If you submit any information (including personal information) through the Websites, such information will be subject to the 9 Meters Privacy Policy. You will be solely responsible for the content of any information you send to 9 Meters, including its accuracy, truthfulness, and non-infringement of any applicable privacy laws or of any other person’s legal rights.

  6. No Warranties. YOUR USE OF THE WEBSITES AND ANY THIRD PARTY WEBSITES LINKED TO FROM THE WEBSITES IS AT YOUR OWN RISK. AS BETWEEN 9 METERS AND YOU, YOU WILL BE SOLELY RESPONSIBLE FOR DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE AND LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE WEBSITES. WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THE WEBSITES IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, 9 METERS DOES NOT MAKE AND HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITES, ANY INFORMATION ON THE WEBSITES AND YOUR USE OF THE WEBSITES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING THE ACCURACY, CURRENCY OR COMPLETENESS OF ANY INFORMATION ON THE WEBSITES OR THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. 9 METERS MAKES NO REPRESENTATIONS THAT: YOUR USE OF THE WEBSITES WILL MEET YOUR REQUIREMENTS; YOUR USE OF THE WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; ANY INFORMATION ON THE WEBSITES WILL BE ACCURATE OR RELIABLE; OR DEFECTS IN THE WEBSITES WILL BE CORRECTED. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  7. Limitation of Liability. NEITHER 9 METERS NOR ANY OF ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, SHAREHOLDERS, OR DIRECTORS SHALL BE LIABLE FOR ANY DAMAGES (INCLUDING LOST PROFITS OR SPECIAL, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITES OR ANY LINKED WEBSITE. 9 METERS AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, SHAREHOLDERS, AND DIRECTORS DISCLAIM ALL LIABILITY FOR ANY: MISTAKES OR INACCURACIES IN THE INFORMATION ON THE WEBSITES; ANY FAILURE OR REFUSAL TO UPDATE ANY INFORMATION ON THE WEBSITES; PERSONAL INJURY OR PROPERTY DAMAGE ARISING OUT OF OR RESULTING FROM USE OF THE WEBSITES, INABILITY TO USE THE WEBSITES, OR ANY INFORMATION ON THE WEBSITES; ANY UNAUTHORIZED ACCESS TO OR USE OF 9 METERS’S SERVERS OR ANY PERSONAL OR FINANCIAL INFORMATION STORED IN OR ON 9 METERS’S SERVERS; ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITES; ANY PROGRAM ROUTINE, DEVICE, CODE OR INSTRUCTION OR OTHER FEATURE THAT A THIRD PARTY MAY SUBMIT, POST, INTRODUCE OR TRANSMIT TO OR THROUGH THE WEBSITES THAT IS CAPABLE OF ACCESSING, MODIFYING, DELETING, DAMAGING, DISABLING, DEACTIVATING, INTERFERING WITH OR OTHERWISE HARMING ANY SOFTWARE, COMPUTER, NETWORK, DATA OR OTHER ELECTRONICALLY STORED INFORMATION, PROGRAM OR SYSTEM, INCLUDING ANY DROP DEAD DEVICE, MALICIOUS LOGIC, WORM, ERROR, DEFECT, TRAP DOOR, BUG, VIRUS, TROJAN HORSE OR THE LIKE (COLLECTIVELY, “VIRUS”) THAT THIRD PARTIES MAY SUBMIT, POST, INTRODUCE OR TRANSMIT TO OR THROUGH THE WEBSITES; ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY INFORMATION ON THE WEBSITES; INFORMATION ON OR FUNCTIONALITY OF ANY WEBSITE THAT MAY BE LINKED TO ON THE WEBSITES; OR ANY CONTENT, PRODUCT OR SERVICE THAT A THIRD PARTY OFFERS OR ADVERTISES OR THAT IS REFERENCED ON OR THROUGH THE WEBSITES.

  8. Prohibited Uses. You may use the Websites only for lawful purposes and in accordance with these Terms. You agree not to use the Websites in any way that violates law or regulation. You are solely responsible for your acts or omissions that occur when using the Websites. You may not copy, reproduce, duplicate, sell, trade, distribute, transmit, broadcast, display, license, reverse engineer, decompile, exploit or modify any part of the Websites or extract or attempt to extract any source code from the Websites. You may not circumvent, disable or otherwise interfere with security-related features of the Websites or features that prevent or restrict use or copying of any information on or which enforce limitations on use of the Websites. You may not engage in unacceptable use of the Websites including, use of the Websites to: transmit unsolicited or unauthorized advertisements, spam, messages, or other unsolicited commercial electronic mail; transmit material that may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; transmit files, graphics, software or other material that actually or potentially infringes, violates or contravenes, breaches or constitutes an unauthorized use or misappropriation of any intellectual property right, including any copyright, trademark, patent, trade secret or other intellectual property or proprietary right of any person; submit, post, introduce or transmit any Virus to or through the Websites; engage in systematic retrieval of data or other content from the Websites by any means (including, the use of scrapers or other tools) to create or compile, directly or indirectly, a collection, compilation, database or directory without prior written permission from 9 Meters; interfere with or disrupt servers or networks connected to the Websites; or engage in any other activity that is prohibited by any applicable federal, state, local or international law or regulation or deemed by 9 Meters to be in conflict with the spirit or intent of these Terms.

  9. Links to Other Websites. The Websites may contain links to websites maintained by other companies. 9 Meters is providing these links to you only as a convenience. The inclusion of any link does not and should not imply that 9 Meters endorses or warrants any third-party website or third-party company or product. 9 Meters has no control over the contents of those websites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to from the Websites, you do so entirely at your own risk and subject to the terms and conditions of use for such third party websites.

  10. Applicable Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the choice of law provisions thereof. Any controversy or claim arising out of or relating to these Terms, or the negotiation or breach thereof, shall be settled by arbitration in accordance with N.C. Gen. Stat. § 1-569.1 et seq. and the then-current Rules of Commercial Arbitration of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be held in Raleigh, North Carolina and shall be conducted in the English language, and shall be conducted before a single arbitrator mutually agreeable to the parties, or if no agreement can be reached, then selected by the American Arbitration Association. The arbitrator shall award reimbursement of attorneys' fees and other costs of arbitration to the prevailing party, in such manner as the arbitrator shall deem appropriate. Any decision by an arbitrator may be affirmed and reduced to judgment in any court of competent jurisdiction. In addition, the losing party shall reimburse the prevailing party for the costs and expenses incurred by it, including attorneys', arbitrators' and courts' fees and expenses, in connection with any action or proceeding hereunder. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. Use of the Websites is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this Section. Notwithstanding the foregoing, in the event that these arbitration terms are not enforceable for any reason, any legal action or proceeding related to the Websites or the Terms shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Raleigh, North Carolina.

  11. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITES MUST BE COMMENCED WITHIN NINETY (90) DAYS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. You acknowledge that the provisions, disclosures, and disclaimers set forth in these Terms are fair and reasonable and your agreement to follow and be bound by them is not the result of fraud, duress, or undue influence exercised upon you by any person or entity. Notwithstanding any provisions of these Terms, 9 Meters has available all remedies at law or equity to enforce these Terms.

  12. Indemnification. You agree to indemnify, hold harmless and defend 9 Meters and its affiliates, licensors, service providers and their respective shareholders, members, directors, officers, managers, employees and agents from and against any claim, action, demand, cause of action, suit, proceeding, loss, cost, expense, damage, debt or liability, including reasonable legal costs and attorneys’ fees, alleged or asserted by any person or actually incurred by 9 Meters, which arises out of or relates to: (a) your use of the Websites; (b) your breach or violation of any of these Terms; or (c) your breach or violation of any third party right, including any copyright, property, publicity, or privacy right.

  13. Changes. 9 Meters may revise or modify these Terms in its sole discretion, either in whole or in part, at any time without prior notice to you. All changes are effective immediately and apply to all access to and use of the Websites thereafter. Your continued use of the Websites following the posting of revised Terms means that you accept and agree to the changes. You will be bound by any such revisions or modifications and should, therefore, visit this page each time you access the Websites to review the current Terms.

  14. Waiver and Severability. No waiver by 9 Meters of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of 9 Meters to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. These Terms are severable and, if any provision is invalid, void or unenforceable in whole or in part for any reason, the remaining provisions will remain in full force and effect.

  15. Entire Agreement. These Terms are the entire agreement and understanding between you and 9 Meters regarding their subject matter and supersede all prior and contemporaneous agreements and understandings regarding their subject matter, and no agreements, understandings, warranties or representations exist between you and 9 Meters other than these Terms, unless set out in a separate written agreement between you and 9 Meters.