Terms of Use

Effective Date: October 1, 2024

Please review the following terms that govern your use of the website located at Kailera.com (the “Terms of Use”), which is owned and operated by KAILERA Therapeutics (“KAILERA Therapeutics,” “we,” “us” or “our). NOTE THAT THESE TERMS OF USE CONTAIN MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT REQUIRES THE PARTIES TO RESOLVE ALL DISPUTES ON AN INDIVIDUAL BASIS AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES RELATING TO THE OPERATION OR USE OF THE WEBSITE. BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING OUR WEBSITE, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE, INCLUDING THE ARBITRATION AND CLASS ACTION WAIVER PROVISIONS SET FORTH BELOW, YOU MAY NOT ACCESS OR USE THE WEBSITE.

As we continue to develop our website, we may from time to time modify, alter or update these Terms of Use. We will post the amended Terms of Use to our website, and update the “Effective Date” date above. Your use of our website following any such change constitutes your agreement to follow and be bound by the Terms of Use as changed. We therefore encourage you to refer to these Terms of Use on an on-going basis.

Privacy Policy
By accessing or using the website, you agree that we can collect and use your information as disclosed in our Privacy Policy. Our Privacy Policy describes how we collect and use the information that you submit in connection with your use of the website. Please review our Privacy Policy carefully before using the website.

Scope of Use
Unless otherwise noted, the design of this website, the website as a whole, and all materials, including images, illustrations, and designs that are part of the website (collectively, the “Contents”) are copyrights, trademarks, trade dress and/or other intellectual properties owned, controlled, or licensed by KAILERA. Unauthorized use of any KAILERA Therapeutics logo may be a violation of federal and state trademark laws. This website also is protected by U.S. and foreign copyright laws. The Contents of our website are intended solely for personal, noncommercial use by the users of our website. You may download or copy the Contents displayed on our website for your personal, noncommercial use only so long as your copy retains any copyright and trademark notices appearing on our website. No right, title, or interest in any downloaded materials is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Contents or the website.

Comments, Feedback and Other Submissions
We welcome your comments and feedback regarding our website, our products, and our services. We do not, however, accept confidential or proprietary information. Accordingly, all comments, feedback, ideas, suggestions disclosed, submitted or offered to KAILERA THERAPEUTICS using this website or otherwise (collectively, “Comments”), are not confidential and will become and remain KAILERA THERAPEUTICS property. The disclosure, submission or offer of any Comments constitutes an assignment to KAILERA THERAPEUTICS of all worldwide rights, titles and interests and goodwill in the Comments without payment of any compensation. Comments submitted by you must not violate any right of any third party, and must not contain any libelous, abusive, obscene or otherwise unlawful material.

Product and Medical Information
All product candidates referred to on this website are experimental, have not been approved by the U.S. Food and Drug Administration or any other regulatory agency, and are not available for sale. Nothing contained on this website is intended as a promotion of any product candidate or recommendation for the use of any product candidate in a way which conflicts with the laws and regulations of the country in which you are located. The medical information and other content provided on this website is intended for general educational purposes only and is not intended as a substitute for professional medical advice, diagnosis or treatment.

Disclaimers
This website has been prepared solely for the purpose of providing you with certain basic information about us. However, we do not make any representations as to the completeness or accuracy of the information which may be contained on this website. In particular, you should be aware that this information may be incomplete, may contain errors or may have become out-of-date.

In addition, please note that this website and all contents of the website are provided on an “as is” basis without warranties of any kind, either express or implied, including without limitation warranties of title or implied warranties of merchantability or fitness for a particular purpose. The website may be unavailable from time to time due to mechanical, technical, software, hardware or third-party vendor failures, updating or construction. KAILERA THERAPEUTICS cannot predict or control when such downtime may occur and cannot control the duration of such downtime. As a result, KAILERA THERAPEUTICS does not warrant that your use of this website will be uninterrupted or error free. KAILERA THERAPEUTICS also does not represent or warrant that this website or its server are free of viruses or other harmful elements. Your use of this website is at your sole risk. You assume full responsibility for all costs associated with all necessary servicing or repairs of any equipment that you use in connection with your use of our website. KAILERA THERAPEUTICS shall not be liable for any damages of any kind related to your use of this website. Neither KAILERA THERAPEUTICS nor its related entities or its vendors or content providers shall be liable to any person or entity for any direct or indirect loss, damage (whether actual, consequential, punitive, special or otherwise), injury, claim, or liability of any kind or character whatsoever based upon or resulting from your use or inability to use this website, or any information or materials provided on the website. If you are dissatisfied with the website or with any of these Terms of Use, to the fullest extent permitted by applicable law, your sole and exclusive remedy is to discontinue using the website.

Indemnification
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS KAILERA THERAPEUTICS, ITS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, DISTRIBUTORS, VENDORS AND RELATED ENTITIES (“KAILERA PARTIES”) FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, DEMANDS, LIABILITIES, COSTS OR EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING OR ARISING OUT OF YOUR BREACH OF ANY OF THESE TERMS OF USE.

Links to Other Sites
We may provide links to other websites for your convenience in locating useful information. Such websites are not under our control. Accordingly, we expressly disclaim any responsibility for the privacy policies, information, collection practices, content, accuracy of information, and/or quality of such third-party websites, including any products and/or services provided by or advertised on such third-party websites. We are providing these links to you only as a convenience and the inclusion of any link does not indicate or imply any endorsement by us with respect to any third party or any website. You are responsible for complying with all terms and conditions governing the use of linked websites.

Forward Looking Statements
This website may contain express or implied forward-looking statements, which are based on the beliefs of management as well as assumptions made by, and information currently available to management. These forward-looking statements are, by their nature, subject to significant risks and uncertainties. These statements relate to, among other things, our expectations regarding management’s plans, objectives, and strategies. These statements are neither promises nor guarantees but are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. These forward-looking statements reflect management’s views at the time such statements were made with respect to future events and are not a guarantee of future performance or developments. We assume no obligation to update any forward-looking statements appearing on this website in the event of changing circumstances or otherwise, and such statements are current only as of the date they are made. Accordingly, you should not place reliance on any forward-looking information or statements.

Product Labeling
Unless otherwise noted, product names, descriptions and labeling are of U.S. origin. Products may not be available in all countries or may be available under a different brand name, in different strengths, or for different indications. Except as expressly stated and agreed upon in advance by KAILERA, no director, employee, agent, or representative of KAILERA, its subsidiaries and affiliates are engaged in rendering medical advice, diagnosis, treatment or other medical services that in any way create a physician-patient relationship through this website.

Medical Advice
The content on this website is intended to be a general information resource about the subject matter covered. KAILERA Therapeutics does not directly or indirectly practice medicine, render medical advice, or dispense medical services via this website, and nothing contained in this website is intended to be instruction for medical diagnosis or treatment. Any information provided should not be considered complete, nor should it be relied on to suggest a course of treatment for a particular individual. Information received from this website should not be relied upon for personal, medical, legal, technical, or financial decisions. It should not be used in place of a visit, call, consultation or the advice of your physician or other qualified healthcare provider. Should you have any healthcare related questions, please consult with your physician or other qualified healthcare provider promptly.

Limitations of Liability
IN THE EVENT OF ANY PROBLEM WITH THIS WEBSITE OR ANY INFORMATION OR MATERIAL CONTAINED HEREIN, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THIS WEBSITE. IN NO EVENT SHALL KAILERA THERAPEUTICS OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, REPRESENTATIVES, AGENTS OR ANY PARTY INVOLVED IN CREATING OR PRODUCING THIS WEBSITE OR ANY INFORMATION OR MATERIAL CONTAINED HEREIN, BE LIABLE FOR ANY SPECIAL, INDIRECT INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, RESULTING FROM THE USE OF THIS WEBSITE (OR WITH THE DELAY OR INABILITY TO USE THIS WEBSITE) OR ANY INFORMATION OR MATERIALS CONTAINED HEREIN OR OTHERWISE ARISING OUT OF THE USE OF THIS WEBSITE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Release
To the fullest extent permitted by applicable law, you release the Kailera Parties from responsibility, liability, claims, demands, and/or damages of every kind and nature, in any way arising out of or related to the operation, or your use, of the website or any Content that in any way arise out of or related to the acts or omissions of third parties (“Third Party Disputes”). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE ANY RIGHTS YOU MAY HAVE ARISING OUT OF THESE TERMS OF USE UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” YOU ALSO WAIVE ANY RIGHTS YOU MAY HAVE WITH RESPECT TO THIRD PARTY DISPUTES UNDER ANY OTHER STATUTE OR COMMON LAW PRINCIPLES THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

Agreement to Arbitrate
YOU AND THE KAILERA PARTIES AGREE THAT ANY CONTROVERSY OR CLAIM THAT MAY ARISE BETWEEN YOU AND THE KAILERA PARTIES RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE (A “CONTROVERSY”) SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS CONSUMER ARBITRATION RULES, EXCEPT WHERE THERE IS A CONFLICT OR INCONSISTENCY BETWEEN AAA’S RULES AND PROCEDURES AND THESE TERMS OF USE, IN WHICH CASE, THESE TERMS OF USE WILL GOVERN. This arbitration agreement applies to any Controversy in connection with the website or involving the performance, construction, or breach of these Terms of Use.

At least thirty (30) days prior to commencing any arbitration hereunder, you are required to give written notice of the facts and circumstances of your claim(s) to the Kailera Parties at 890 Winter Street, Suite 220, Waltham, MA 02451. The Kailera Parties may, but are under no obligation to, engage in privileged settlement negotiations with you during this 30-day period. To be valid, your notice of dispute must include: (1) your name; (2) an email address and telephone number at which you may be reached during business hours; (3) a description of the nature and basis of your claims or dispute (including, where applicable, specific dates); (4) an explanation of the specific relief sought; (5) your physical or electronic signature; and (6) if you have retained an attorney, your signed statement authorizing the Kailera Parties to disclose your confidential account records to your attorney if necessary in resolving your claim. NO SETTLEMENT DEMAND OR SETTLEMENT OFFER USED IN THIS PRE-DISPUTE RESOLUTION PROCESS MAY BE USED IN ANY PROCEEDING, INCLUDING AS EVIDENCE OR AS AN ADMISSION OF ANY LIABILITY OR DAMAGES (OR LACK THEREOF).

Each party will bear its own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden and in that case, we will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees). Claims shall be heard by a single arbitrator. Where the amount of an alleged claim totals less than $250,000, the arbitration will be based on the submission of documents and shall be decided without a hearing, unless the parties agree otherwise in writing.

Federal and state statutes of limitation, repose, and/or other rules, laws, or regulations impose time limits for bringing claims in federal and state court actions and proceedings. The parties agree that all federal or state statutes of limitation, repose, and/or other rules, laws, or regulations imposing time limits that would apply in federal or state court, apply to any Controversy, and such time limits are hereby incorporated by reference. Therefore, to the extent that a Controversy arises and would be barred by a statute of limitation, repose or other time limit, if brought in a federal or state court action or proceeding, the parties agree that such Controversy shall be barred in an arbitration proceeding, and that such defense may be asserted on a dispositive motion prior to any discovery.

Any award in an arbitration shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Except to the extent required by law to be permitted, the arbitrator will have no authority to award punitive, consequential, special or other damages that are not directly compensatory in nature, regardless of the cause or foreseeability thereof. The arbitrator will have the authority to allocate the costs of the arbitration process among the parties, but will only have the authority to allocate attorneys’ fees if a particular applicable law so provides. Notwithstanding anything to the contrary in these Terms of Use, nothing herein shall be read to prohibit the Kailera Parties from seeking injunctive relief against you in a court with appropriate jurisdiction in connection with your use of the website or any violation of these Terms of Use.

You understand that the right to appeal or to seek modification of any ruling or award by the arbitrator is severely limited under state and federal law. This arbitration provision will be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act.

If 25 or more individuals submit notices or attempt to initiate arbitrations with the Kailera Parties raising similar claims, and counsel for the individuals bringing the claims are the same or coordinated (“Mass Claims”), you and the Kailera Parties agree that if the claims are not resolved and proceed to arbitration, they shall proceed in staged bellwether proceedings. You understand and agree that if you choose to initiate your claim as part of Mass Claims, the adjudication of your claim might be delayed. Counsel for the individuals and counsel for the Kailera Parties shall each select ten cases (per side) to be filed in and proceed in arbitration in a bellwether proceeding to be resolved individually. Each case shall be assigned to a separate arbitrator. In the meantime, no other cases may be filed in arbitration, and AAA shall not accept or administer arbitrations commenced in violation of these procedures. If the parties are unable to resolve the remaining cases after the conclusion of the first stage bellwether proceeding, each side may select another ten cases (per side) to be filed in and proceed in arbitration in a second bellwether proceeding to be resolved individually. Each case shall be assigned to a separate arbitrator. This process shall continue until the parties are able to resolve all of the Mass Claims, either through settlement or arbitration. If these mass arbitration procedures apply to a claimant’s notice, any statute of limitations applicable to the claims set forth in that notice will be tolled from the time the first cases are selected for a bellwether proceeding until the claimant’s notice is selected for a bellwether proceeding, withdrawn, or otherwise resolved. A court will have the authority to enforce these mass arbitration procedures and, if necessary, to enjoin the filing or prosecution of arbitrations.

Except as may be required by law, neither the parties nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

You agree to the following additional provisions regardless of your place of residence at the time a Controversy arises:

• You agree that any arbitration hearing will be held in Middlesex County, Massachusetts unless otherwise agreed by you and the Kailera Parties in a signed writing;
• All arbitrations will be held in the English language, unless otherwise agreed to by the parties; and

You agree that this agreement to arbitrate shall be binding on you, your heirs, administrators, representatives, executors, successors and assigns.

Waiver of Right to Pursue Class Action Claims
YOU AND THE KAILERA PARTIES AGREE THAT EACH MAY BRING CLAIMS OR OTHERWISE RESOLVE ANY CONTROVERSIES AGAINST THE OTHER PARTY ONLY ON AN INDIVIDUAL BASIS, AND WAIVE ANY RIGHT TO PURSUE ANY CLAIMS AS A PLAINTIFF OF CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. FURTHER, YOU AND THE KAILERA PARTIES AGREE THAT ANY CONTROVERSY WILL NOT BE BROUGHT AS A CLASS, COORDINATED OR OTHER TYPE OF REPRESENTATIVE ACTION, WHETHER WITHIN OR OUTSIDE OF ARBITRATION, OR ON BEHALF OF YOU OR ANY OTHER INDIVIDUAL OR GROUP OF INDIVIDUALS.

Governing Law; Venue
These Terms of Use shall be governed in all respects by the laws of the Commonwealth of Massachusetts, without giving effect to principles of conflicts of law, and any litigation arising out of or connected in any way with these Terms of Use shall take place on an individual basis exclusively in the U.S. District Court for the District of Massachusetts except to the extent that court lacks subject matter jurisdiction, in which case any such actions or proceedings shall occur exclusively in Middlesex County, Massachusetts. you submit to the personal jurisdiction of those courts in connection with any such actions or proceedings, and agree not to claim that litigation in those courts is inconvenient or seek to transfer venue to any other court. Notwithstanding the foregoing, however, you and the Kailera Parties agree that the Kailera Parties may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

Waiver of Jury Trial
YOU AND THE KAILERA PARTIES WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTIONS OR PROCEEDINGS DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THESE TERMS OF USE.

Entire Agreement
These Terms of Use constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, between the parties with respect to the subject matter hereof.

Severability
If any term or other provision of these Terms of Use is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of these Terms of Use shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.

Contact Us
If you have a question or comment regarding these Terms of Use, please contact us via email or at the address below:

[email protected]
890 Winter Street
Suite 220
Waltham, MA 02451