Terms of Use

Last Modified: July 2, 2025

Welcome to TALUS BIO!

These Terms of Use (these “Terms”) describe the terms and conditions by which you may access the website(s), including https://www.talus.bio, and any subsites or successor sites (collectively, the “Website”) provided by Talus Bioscience, Inc. (including its successors and assigns, “Talus Bio,” “we,” “our,” or “us”). By accessing and/or using the Website, you’re agreeing to these Terms and acknowledging that you have read and understood our Privacy Policy, found at https://www.talus.bio/privacy, which is incorporated herein by reference. If you don’t agree to these Terms, you may not use the Website. We reserve the right to modify these Terms, as described below. These Terms apply to all visitors and users of the Website (collectively, “Users,” and, as applicable to you, “you” or “your”).

Please read these Terms carefully. They cover important information about Website. These Terms include information about future changes to these Terms and limitations of liability. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR WEBSITE ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE WEBSITE IN ANY MANNER.

1. How We Administer the Website

1.1 Eligibility. This is a contract between you and Talus Bio. You must read and agree to these Terms before using the Website. You may use the Website only if you can form a legally binding contract with us, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations (“Applicable Law”). To use the Website, you must be at least 18 years old (or the age of majority in your jurisdiction). The Website is not available to any Users we previously removed from the Website.

2. Access to the Website; Website Restrictions

2.1 Access to the Website. Subject to your compliance with these Terms and any documentation we may make available to you, you are hereby granted a non-exclusive, limited, non-transferable, and freely revocable right to access and use the Website, solely for your personal use or internal business purposes, as permitted by the features of the Website. We reserve all rights not expressly granted herein in and to the Website.

2.2 Restrictions and Acceptable Use. Except to the extent a restriction is prohibited by Applicable Law, you will not do, and will not enable any third party to do, any of the following:

• (a) disassemble, reverse engineer, decode, or decompile any part of the Website or license or resell or modify any part of the Website;
• (b) use any automated or non-automated means to access the Website for “scraping” (except that public search engines may use spiders to create searchable indices of public materials, only as specified in the robots.txt file);
• (c) use the Website in any manner that impacts the stability of the servers or the operation or performance of the Website or any User’s use of the Website;
• (d) copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter, or create derivative works of any part of the Website or any of our intellectual property;
• (e) use the Website in any manner that (i) violates any Applicable Law, contractual obligation, or right of any person, (ii) is fraudulent, false, deceptive, or defamatory, (iii) promotes hatred, violence, or harm against, or (iv) otherwise may be harmful or objectionable to us or any other third party;
• (f) use the Website in competition with us, to develop competing products or services, for benchmarking or competitive analysis of the Website, or otherwise to our detriment or disadvantage;
• (g) bypass the measures we may use to prevent or restrict access to the Website;
• (h) use the Website to transmit spam or other unsolicited email (and we may immediately remove any content that we believe to be spam) or use the Website for commercial solicitation;
• (i) access any content available on or via the Website through any technology or means other than those provided by the Website or authorized by us;
• (j) attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Website;
• (k) transmit invalid data, viruses, worms, or other software agents through the Website;
• (l) collect or harvest any personal information from the Website; or
• (m) refer to us or to the Website in a manner that could imply a relationship that involves endorsement, affiliation, or sponsorship between you (or a third party) and us without our consent.

3. Intellectual Property

3.1 Talus Bio Intellectual Property. You understand and acknowledge that we (or our licensors) own and will continue to own all rights (including intellectual property rights), title, and interest in and to the Website, all materials and content (including, without limitation, images, text, graphics, illustrations, logos, photographs, audio, videos, and music) displayed or otherwise made available on and/or through the Website, and all software, algorithms, code, technology, and intellectual property underlying and/or included in or with the Website. Use of any intellectual property for any purpose not expressly permitted by these Terms is strictly prohibited.

3.2 Usage Data. We may collect, or you may provide to us, diagnostic, technical, usage, and/or related information, including information about your computers, mobile devices, systems, and software (collectively, “Usage Data”). All Usage Data is and will be owned solely and exclusively by us, and, to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to us all rights (including intellectual property rights), title, and interest in and to same. Accordingly, we may use, maintain, and/or process the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (a) to provide and maintain the Website; (b) to improve our Website; (c) to monitor your usage of the Website; (d) for research and analytics, including, without limitation, data analysis, identifying usage trends, and/or customer research; and (e) to share analytics and other derived Usage Data with third parties, solely in de-identified or aggregated form. The Website may contain technological measures designed to prevent unauthorized or illegal use of the Website; you understand and acknowledge that we may use these and other lawful measures to verify your compliance with these Terms and to enforce our rights, including intellectual property rights, in and to the Website.

4. Privacy; Data Security

4.1 Privacy. We care about your privacy. To provide and enhance the Website, we may need to be able to identify you and your interests, and we use your personal data to do this (e.g. signing up for an interest or mailing list). By using the Website, you acknowledge that we may collect, use, and disclose your personal information and aggregated and as set forth in our Privacy Policy, and that your personal information may be transferred to, and/or processed in, the United States.

4.2 Security. We care about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or to use your data for improper purposes. You acknowledge that you provide your data at your own risk.

5. Messaging

5.1 Consent to Transactional Communications. As part of the Website, you may provide us with your telephone number or email. You expressly consent and agree to Talus Bio contacting you written, electronic, and/or verbal means, including manual dialing, emails, prerecorded/artificial voice messages, and/or using an automatic telephone dialing system to call or text your mobile/cellular telephone number as necessary to complete transactions requested by you and as permitted by Applicable Law. You can opt-out of receiving any communications by emailing us at info@talus.bio. Message and data rates apply. For purposes of clarity, the text messages described in this paragraph are transactional text messages, not promotional text messages.

6. Your Use of Third-Party Services

THE WEBSITE MAY CONTAIN LINKS TO THIRD-PARTY SITES, MATERIALS, AND/OR SERVICES (COLLECTIVELY, “THIRD-PARTY WEBSITES”) THAT ARE NOT OWNED OR CONTROLLED BY US, AND CERTAIN FUNCTIONALITIES OF THE WEBSITE MAY REQUIRE YOUR USE OF THIRD-PARTY WEBSITES, TO WHICH YOU ARE SUBJECT TO AND AGREE TO THE THIRD PARTY’S TERMS AND CONDITIONS MADE AVAILABLE VIA ITS WEBSITES. WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY WEBSITES. IF YOU ACCESS A THIRD-PARTY WEBSITE FROM THE WEBSITE OR SHARE YOUR ON OR THROUGH ANY THIRD-PARTY WEBSITE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS AND OUR PRIVACY POLICY DO NOT APPLY TO YOUR USE OF ANY THIRD-PARTY WEBSITE. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR ACCESS TO AND/OR USE OF ANY THIRD-PARTY WEBSITE. ADDITIONALLY, YOUR DEALINGS WITH, OR PARTICIPATION IN PROMOTIONS OF, ADVERTISERS FOUND ON THE WEBSITE ARE SOLELY BETWEEN YOU AND SUCH ADVERTISERS. YOU UNDERSTAND AND ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT RELATING TO YOUR DEALINGS WITH SUCH ADVERTISERS.

7. Release

You hereby release us from all claims, damages (whether direct, indirect, incidental, consequential, or otherwise), obligations, losses, liabilities, costs, debts, and expenses, in each case of every kind and nature, known and unknown, arising out of a dispute between you and a third party in connection with the Website. In addition, you waive any Applicable Law that says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE RELEASED PARTY”.

8. Indemnity

You will defend, indemnify, and hold us and our subsidiaries and affiliates, and our and their respective agents, suppliers, licensors, employees, contractors, officers, and directors (collectively, including Talus Bio, the “Talus Bio Indemnitees”) harmless from and against any and all claims, damages (whether direct, indirect, incidental, consequential, or otherwise), obligations, losses, liabilities, costs, debts, and expenses (including, but not limited to, legal fees) arising from: (a) your access to and/or use of the Website; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including, without limitation, any privacy right or intellectual property right; (d) your violation of any Applicable Law; or (e) your willful misconduct.

9. No Professional Advice

THE CONTENT PROVIDED THROUGH OR IN CONNECTION WITH THE WEBSITE IS DESIGNED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER(S) COVERED. WHILE SUCH CONTENT MAY CONCERN ISSUES RELATED TO PROFESSIONAL SERVICES, SUCH CONTENT IS NOT PROFESSIONAL SERVICES ADVICE. YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT THAT IS INCLUDED ON THE SITE(S) AND/OR THE APP(S) OR THAT IS OTHERWISE OBTAINED IN CONNECTION WITH THE WEBSITE WITHOUT SEEKING THE ADVICE OF A PROFESSIONAL WHO IS LICENSED AND/OR QUALIFIED IN THE APPLICABLE SUBJECT MATTER(S). WE EXPRESSLY DISCLAIM ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENT OBTAINED IN CONNECTION WITH THE WEBSITE.

10. No Warranty; Disclaimers

THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, THE INTELLECTUAL PROPERTY, AND ANY OTHER INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NONE OF THE TALUS BIO INDEMNITEES WARRANTS THAT ANY CONTENT OR ANY OTHER INFORMATION CONTAINED IN, OR AVAILABLE VIA, THE WEBSITE IS ACCURATE, COMPREHENSIVE, RELIABLE, USEFUL, OR CORRECT; THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS; THAT THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE WEBSITE WILL BE CORRECTED; OR THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS SO OBTAINED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM(S) OR MOBILE DEVICE(S) AND/OR FOR LOSS OF DATA THAT RESULTS FROM SAME OR FROM YOUR ACCESS TO AND/OR USE OF THE WEBSITE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW.

FURTHER, TALUS BIO DOES NOT WARRANT, ENDORSE, GUARANTEE, RECOMMEND, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND TALUS BIO WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY TALUS BIO INDEMNITEE BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE WEBSITE OR ANY PORTION THEREOF.

UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE WEBSITE OR THE INFORMATION CONTAINED THEREIN.

IN NO EVENT WILL ANY TALUS BIO INDEMNITEE BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO US HEREUNDER OR ONE HUNDRED U.S. DOLLARS ($100.00), WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE WEBSITE; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVERS RUNNING THE WEBSITE AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE WEBSITE; AND/OR (G) YOUR DATA, OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

12. Governing Law

12.1 Governing Law. These Terms will be governed by the laws of the State of Delaware, without respect to its conflict of laws principles. These Terms were drafted in the English language and this English language version of the Terms is the original, governing instrument of the understanding between you and us. In the event of any conflict between the English version of these Terms and any translation, the English version will prevail.

13. General Provisions

13.1 Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.

13.2 Notification Procedures and Changes to these Terms. We may provide notifications to you via email notice or through posting of such notice on the Website, as we determine in our sole discretion. We may modify or update these Terms from time to time, and you should review this page periodically. These Terms apply to and govern your access to and use of the Website effective as of the start of your access to the Website, even if such access began before publication of these Terms. Your continued use of the Website after any change to these Terms constitutes your acceptance of the new Terms of Use. If you do not agree to any part of these Terms or to any future Terms of Use, do not access or use (or continue to access or use) the Website.

13.3 Entire Agreement; Severability. These Terms, together with any amendments and any additional agreements you may enter into with us in connection with the Website, will constitute the entire agreement between you and us concerning the Website. Except as otherwise stated in the Arbitration Agreement, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.

13.4 No Waiver. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or of any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

13.5 California Residents. The provider of the Website is Talus Bioscience, Inc., 550 17th Avenue, Suite 550, Seattle, WA 98122, (206) 487-1062. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Websites of the California Department of Consumer Affairs by contacting it in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

13.6 Contact. If you have any questions about these Terms and/or the Website, please contact us at info@talus.bio.