Effective October 2019

Welcome to the Galera Therapeutics, Inc. website located at www.galeratx.com (the “Site”).  These terms and conditions (these “Terms of Use”) are a binding agreement between each user of the Site (referenced herein with “you” or “your”) and Galera, and govern your access and use of the Site, which includes any information, data, tools, products, services and other content  available on or through the Site (together, “Content”). By accessing, registering for, logging into, visiting and/or otherwise using the Site in any way, you agree that you have read, understand and intend these Terms of Use to be the legal equivalent of a signed, written contract, and you agree to be legally bound by them.  If you do not agree to these Terms of Use, you may not access the Site.

THE CONTENT ON THE SITE IS BEING PROVIDED FOR INFORMATIONAL PURPOSES ONLY.

THESE TERMS OF USE CONTAIN DISCLAIMERS OF WARRANTIES, DISCLAIMERS OF LIABILITY, AND WAIVERS OF CERTAIN RIGHTS INCLUDING SECTION 10 WHICH REQUIRES YOU AND GALERA TO RESOLVE ALL DISPUTES BY BINDING ARBITRATION INSTEAD OF IN COURT, UNLESS YOU OPT OUT OF SUCH PROVISION, AND CONTAINING A CLASS ACTION WAIVER.  PLEASE READ THEM CAREFULLY.

1. Scope of Use and Restrictions

Subject to your continued compliance with the express terms and conditions of these Terms of Use, Galera grants to you a personal, revocable, nonexclusive, nontransferable, non-sublicensable, limited license to access and use the Site on your computer or other internet compatible device.  Galera reserves all rights with respect to its proprietary information and Content on this Site and will enforce such rights to the fullest extent of applicable law.  Except as expressly provided in these Terms of Use, Galera does not grant any express or implied rights to you. Any downloading or otherwise copying from this Site will not transfer title to any software or material to you.

You may not use the site for any illegal purpose, to facilitate the violation of any law or regulation, or in a manner inconsistent with these Terms of Use.  You agree that your use of the Site is solely for your own personal, non-commercial purposes.  You may not copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, reuse, repost, publish, display, perform, modify, upload to, create derivative works from, transmit, download, or use any Content on the Site for public or commercial purposes, including the text and images, except as set forth in the Terms of Use or as explicitly specified on the Site.  You may not access, monitor, or copy any content or information on the Site using any robot, spider, scraper, web crawler, or other automated means or any similar manual process.  You may not violate the security of the Site or attempt to gain unauthorized access to the Site or computer systems or networks connected to the Site through any means.

Nothing on this Site should be construed as granting any license or transfer of intellectual property.  Your use of this Site is at your own risk.  Notwithstanding any other provision herein, Galera reserves the right, in the event of a violation of these Terms of Use, to protect its rights, property and interests to the maximum extent of the law.

2. User Obligations

The Site is offered and made available only to users 18 years of age or older. If you are not yet 18 years old, discontinue using the Site immediately. By accessing or using the Site, you represent and warrant that you are 18 years of age or older and, if you are under the age of 18, you either are an emancipated minor or have obtained the legal consent of your parent or legal guardian to enter into these Terms of Use and (a) you will at all times provide true, accurate, current, and complete information when submitting information to Galera through the Site and (b) you will at all times comply with the terms and conditions of these Terms of Use.  You also acknowledge and agree that use of the Internet and access to the Site are solely at your own risk.  While Galera has endeavored to create a secure and reliable Site, you should understand that the confidentiality of any communication or material transmitted to/from the Site over the Internet or other form of global communication network cannot be guaranteed.  Galera is not responsible for the accuracy, reliability, or security of any information transmitted to or from the Site.

3. Medical Advice Disclaimer

This Site does not provide medical advice.  Galera is not engaged in rendering medical or similar professional services or advice and cannot answer unsolicited e-mails requesting personal medical advice.

The information provided on the Site if for informational and educational purposes only and is not intended to replace medical advice offered by a healthcare professional.  You should always consult a healthcare professional prior to making any decisions or taking any actions related to any healthcare problem or issue you might have at any time, now or in the future.

4. Privacy

If you submit any information (including personal information) on this Site, such information will be subject to the Galera Privacy Policy.  The sender of any information to Galera is solely responsible for its content, including, without limitation, its accuracy, truthfulness and non-infringement of any other person’s legal rights.

5. Product Information

The Galera products discussed on the Site are investigational products.  You should not construe anything on the Site as a promotion or solicitation for any product or service or for the use of any product or service that is not authorized by the laws and regulations of the country where you are located, including the United States.

6. Copyrights and Trademarks

The Site and the Content contain copyrighted materials, trademarks, and other proprietary materials that are owned by Galera, its affiliates and/or third parties and are protected by intellectual property laws of the United States and other countries.

Product names, logos, trademarks and service marks that are used or displayed on the Site (collectively, called the “Trademarks”) whether registered or unregistered are the exclusive property of Galera or its affiliates and licensors.  No use of the Trademarks may be made with Galera’s prior written authorization, except to identify the product or services of the company.  Other product names, logos, trademarks and service marks appearing on the Site that are not owned by Galera may not be used without expression permission from its owner.

By submitting any information or material to us through the Site, you grant us an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute those materials or information. You also agree that Galera is free to use for any purpose any ideas, concepts, know-how or techniques that you submit to us through the Site. Galera shall not be subject to any obligations of confidentiality regarding submitted information, except as agreed by Galera.   You can find more information about how we use and store content and about the collection and use of personal information by reviewing our Privacy Policy.

7. Disclaimer of Warranties; Limitations on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND THE CONTENT IS PROVIDED “AS-IS” AND “AS AVAILABLE.”  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW GALERA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SITE OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR USE. GALERA DOES NOT WARRANT THAT THE SITE WILL OPERATE IN AN UNINTERRUPTED MANNER, BE ERROR FREE OR that defects will be corrected, or that this Site will be free of viruses or other harmful components.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GALERA OR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, REGISTERED REPRESENTATIVES OR EMPLOYEES, NOR ANY THIRD PARTY VENDOR BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, LOSS OF PROFIT, LOSS OF DATA, LOSS CAUSED BY VIRUS, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF GALERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS, USE OR INABILITY TO USE THIS SITE, THIS AGREEMENT, OR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THIS SITE.  GALERA’S TOTAL CUMULATIVE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO $100.00.

8. Indemnification

You agree to indemnify and hold harmless Galera and its subsidiaries, and affiliates, and their owners, directors, officers, managers, employees, shareholders, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorney’s fees, resulting from any violation of the Terms of Use.  Galera reserves the right to take over the exclusive defense of any claim for which it is entitled to indemnification under this Section.  In such event, you shall provide Galera with such cooperation as is reasonably requested.

9. Applicable Law; Dispute Resolution; Class Action Waiver

Governing Law:  The laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles, will apply to all disputes based on, arising out of, or relating to your use of this Site or any information it contains.

Dispute Resolution:  In the interest of resolving disputes between you and Galera in the most expedient and cost effective manner, you and Galera agree that any and all disputes arising in connection with these Terms of Use shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of these Terms of Use, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms of Use. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, YOU AND Galera ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions:  Notwithstanding the above, we both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our right to (a) bring an individual action in small claims court, (b) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (c) seek injunctive relief in a court of law, or (d) to file suit in a court of law to address intellectual property infringement claims.

Arbitrator:  Any arbitration between you and Galera will be governed by the Consumer Arbitration Rules (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org.

Notice Process:  A party who intends to seek arbitration must first send a written notice of the dispute to the other party, by certified mail or Federal Express (signature required) or, in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). Galera’s address for Notice is: 2 West Liberty Boulevard, Suite 110, Malvern, PA 19355. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Galera may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Galera shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

Fees: In the event that you commence arbitration in accordance with these Terms of Use, Galera will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in Philadelphia, Pennsylvania, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephonic hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 12(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Galera for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

NO CLASS ACTIONS:  YOU AND GALERA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Galera agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Opt Out: You may opt out of this dispute resolution procedure. If you opt out, neither you nor Galera can require the other to participate in an arbitration proceeding. To opt out, you must send notice to Galera no later than 30 calendar days from the date of first Payment Transaction: (a) sending an e-mail to info@Galeratx.com, with the subject line: “Arbitration Opt Out” or (b) calling 610-725-1500. Email and telephone are the only two forms of notice that will be effective to opt out of this dispute resolution procedure. If you do not opt out, then you accept all terms and conditions in this Section 9.

10. Links to Other Websites

This Site contains links to websites maintained by other companies.  Galera is providing these links to you only as a convenience.  The inclusion of any link does not imply that Galera endorses any third-party website or third-party company or product.  Galera does not have any control over the content of such third-party websites and assumes no responsibility whatsoever for the functionality of such websites or for the accuracy of any information presented at such other websites.

11. Links to Galera’s Websites

Galera encourages other websites to link to this Site, provided that these links comply with the guidelines set forth herein.  Links to this Site from other sites should be text-only and may not include Galera’s logo or other intellectual property.  Any suggestions of Galera endorsement or recommendation of a specific company, product, or service is strictly prohibited.

12. Forward-Looking Statements

This Site contains information that is forward-looking and involves risk and uncertainties, including, without limitation, risks and uncertainties of research and development, clinical development, regulatory approvals and the regulatory process, our reliance on third-party manufacturers, product commercialization, competition, patents, product liability, and third-party reimbursement, and other risks and uncertainties detailed from time to time in our periodic reports filed with the Securities and Exchange Commission.  Actual results may differ materially from such forward-looking information.

13. Modification of Site

Galera reserves the right, at any time, to modify the Content or to modify, suspend, or discontinue the Site or any part thereof with or without notice.  You agree that Galera will not be liable to you or to any third party for any modification of the Site Content or modification, suspension, or discontinuance of the Site.

14. Changes to This Notice

Galera may revise these terms at any time without prior notice and we will update the effective date at the top of these Terms of Use.  Your continued use of the Site following such revisions will be conclusively deemed acceptance of any changes to these Terms of Use and you should, therefore, visit this page each time you access this Site to review the then-current conditions applicable to your use of this Site.

15. Entire Agreement

These Terms of Use and the Privacy Policy to this Site represent the entire agreement between you and Galera relating to the subject matter herein and shall not be modified except by Galera as provided herein.

16. Miscellaneous

In the event that any provision of these Terms of Use is held unenforceable, the validity or enforceability of the remaining provisions will not be affected, and the unenforceable provision will be replaced with an enforceable provision that comes close to the intention underlying the unenforceable provision.  Galera is an independent contractor and not an agent of you in the performance of these Terms of Use. These Terms of Use are not to be interpreted as evidence of an association, joint venture, partnership, or franchise between the parties. Nothing in these Terms of Use will be deemed to confer any third-party rights or benefits.  The failure of a party to require performance of any provision will not affect that party’s right to require performance at any time thereafter, nor will a waiver of any breach or default of these Terms of Use or any provision of these Terms of Use constitute a waiver of any subsequent breach or default or a waiver of the provision itself.  If you have any questions regarding these Terms of Use and/or the Site, please contact Galera at info@Galeratx.com.