Nyriad Website Terms of Use (“Terms”)

Last Modified: August 24, 2022

Acceptance of the Terms

These Terms are a legal agreement between you and Nyriad Inc., Nyriad LLC, and their affiliated companies (collectively, “Nyriad,” “we,” or “us”). These Terms control your use and access to Nyriad’s websites and online information (the “Sites” or “Site”). By using the Sites, you agree to these Terms. We may revise these Terms at any time by updating this page. You should revisit this page from time to time to determine what terms govern your use of the Sites. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Sites.

Privacy Policy

Nyriad’s Privacy Policy applies to your use of the Sites and is part of these Terms. Please review the Privacy Policy and related information about your privacy and our use of your information. You acknowledge and agree that you are responsible for:

• protecting any account and password information applicable to your use of the Sites;

• restricting the use and access to your computer, smartphone, or other device used to access the Sites; and

• any activity that occurs under your account due to your failure to protect such information.

Accessing the Site and Account Security

To access certain information on the Sites, you may be asked to provide certain registration details or other information (“Registration Data”). It is a condition of your use of the Sites that all the information you provide is correct, current, and complete and that you will maintain and update this Registration Data to keep it current. We reserve the right to restrict access to, suspend, disable, terminate, and/or delete your account for any reason that we deem necessary, or for no reason.

Marketing and Communications

You agree to receive electronic communications related to your use of the Sites. These communications will be sent to the email address that was provided during registration and/or the email address associated with your account or may be posted on the Sites. If you are receiving promotional email from us and would like to be taken off our list, simply click the link at the bottom of any email to unsubscribe. The contents of any communication are effective when sent, regardless of when you receive or whether you read the communication. You agree that all such communications meet any legal rule that those communications be in writing.

Intellectual Property

This Sites features trademarks, service marks, logos, text, software, files, graphics, photos, images, design, music, video and data (“Content”) that are the property of Nyriad, its licensors and other third parties. All Content is the property of their respective owners and you agree not to use any Content without the prior permission of the applicable owner. This Sites and all Content are protected under copyright, trademark and other laws of the United States and other countries and no rights in such Content are transferred or assigned to you. All rights not expressly granted are reserved by Nyriad and its licensors.

These Terms permit you to use the Sites for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Content, use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text, or delete or alter any copyright, trademark, or other proprietary rights notices from the Content. Any use of the Sites not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. If you breach of the Terms, your right to use the Sites will immediately stop.

Third Party Links

This Sites may contain links to third-party websites. We do not intend these links to be viewed as an endorsement of those websites or their content. If you decide to access third-party websites, you do so at your own risk. Different terms of use may apply to any third-party website.

Prohibited Uses

You may use the Sites only for lawful purposes and in accordance with these Terms. You agree not to use the Sites:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

• Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;

• Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

• To impersonate or attempt to impersonate Nyriad, a Nyriad employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Nyriad or users of the Site, or expose them to liability.

• That infringes the intellectual property rights or other rights of any person.

• To violate the legal rights (including the rights of publicity and privacy) of others or in a way that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy.

Additionally, you agree not to:

• Use any robot, spider, or other automatic device, process, or means or manual process, to access the Site for any purpose, including monitoring or copying any of the material on the Site.

• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Sites, the servers on which the Sites are stored, or any server, computer, or database connected to the Sites.

• Attack the Sites via a denial-of-service attack or a distributed denial-of-service attack.

Monitoring and Enforcement; Termination

We have the right to:

• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Sites.

• Terminate or suspend your access to all or part of the Sites for any or no reason, including without limitation, any violation of these Terms.

Copyright Infringement

Copyrights and Copyright Agent. If you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information to our Copyright Agent:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

2. A description of the copyrighted work that you claim has been infringed;

3. A description of where the material that you claim is infringing is located on the Sites;

4. Your address, telephone number, and e-mail address;

5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Our Copyright Agent for Notice of claims of copyright infringement on the Sites is Steve Lance who can be reached as follows:

By Mail:

Nyriad, Inc.

Attn: CFO

By email at: info@nyriad.io

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act. Please be aware that if you knowingly materially misrepresent that material or activity on the Sites is infringing on your copyright, you may be held liable for damages, including costs and attorneys’ fees, under the Digital Millennium Copyright Act.

Geographic Restrictions

The owner of the Site is based in the State of California in the United States. We provide the Sites for use only by persons located in the United States. We make no claims that the Sites or any of its content is accessible or appropriate outside of the United States. Access to the Sites may not be legal by certain persons or in certain countries. If you access the Sites from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

California Residents

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 Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

Disclaimer

The Sites and all Content are provided for informational purposes only. Your use of the Sites is at your sole risk. Although we make all reasonable efforts to ensure that the Content is updated and corrected, we do not guarantee its accuracy. If you download any Content, you do so at your own discretion and risk. You will be solely responsible for any damage to your computer system or data that results from the download of any Content. THE SITES AND ALL CONTENT IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS AND WE SPECIFICALLY DISCLAIMS WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NYRIAD, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITES, ANY WEBSITES LINKED TO IT, OR ANY CONTENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE LIMITATION OF LIABILITY SET OUT ABOVE DOES NOT APPLY TO LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless Nyriad, its licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, regulatory penalties and enforcement actions, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Sites, including but not limited to any use of the Content, other than as expressly authorized in these Terms, or your use of any information obtained from the Sites.

Governing Law and Jurisdiction

All matters relating to the Sites and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California, excluding its conflict of laws rules. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Site shall be instituted exclusively in the federal courts of the United States or the courts of Santa Clara County, California, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your place of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

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 SITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Nyriad of any term or condition set out 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 the Nyriad to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Entire Agreement

The Terms and our Privacy Policy constitute the sole and entire agreement between you and Nyriad regarding the Sites and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Sites.

Your Comments and Concerns

The Sites are operated by:

Nyriad, Inc.

All other feedback, comments, requests for technical support, and other communications relating to the Sites should be directed to: info@nyriad.io