Terms of Use

Revised December 14, 2020

Introduction

Please read the following Terms of Use carefully.

In these Terms of Use:

(a) “we,” “our,” “us,” the “Company” and “MacroGenics” means MacroGenics, Inc.
(b) “you” and “your” means a user of the website at www.macrogenics.com and any other of MacroGenics’ websites (collectively, the “Website”).

These Terms of Use set out the terms and conditions on which we agree to make available and you agree to access and use the Website.

Acceptance of the Terms of Use

By using the Website, you agree to be bound by, and your use is subject to, the terms and conditions contained in this Terms of Use Agreement (the “Terms of Use”) and applicable law. Please read the Terms of Use carefully. By accessing, browsing or otherwise using the Website, you acknowledge that you have read, understood, and agree to be bound by the Terms of Use. If you do not agree with the terms and conditions of the Terms of Use, you should not access, browse or use the Website.

You agree that we may use any information we obtain about you in accordance with our Privacy Policy, which may be found here (the “Privacy Policy”). These Terms of Use incorporate by reference the terms and conditions of the Privacy Policy.

No Medical Advice

The information, files, documents, text, photographs, images, audio, and any materials accessed through or made available for use or download through any of the Website (“Content”), including, without limitation, any information about diseases, conditions, treatments, or medicines, are for informational purposes only. The Content is not intended to be and is not a substitute for professional medical advice, diagnosis, or treatment. Nothing on the Website should be construed as the giving of advice or the making of a recommendation regarding any decision or action related to your health or the health of others. Any reliance on such Content is solely at your own risk. You should consult a doctor or other qualified health care professional regarding any questions you have about your health or before making any decisions related to your health or wellness. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE WEBSITE.

If you are a doctor or other qualified health care professional, you should not offer any medical advice or treatment on the Website, nor should you allow the content of the Website to substitute for your own medical judgment, which you should exercise in evaluating the information on any of the Website. Please thoroughly review the information provided on the Website before deciding whether any of the products, services or treatments mentioned are right for you or others.

Amendments to Terms of Use

We may change the Terms of Use at any time without prior notice. You may read a current, effective copy of the Terms of Use at any time by selecting the “Terms of Use” link on the Website. The revised terms and conditions will become effective at the time of posting, and it is your responsibility to check the Website for changes to these Terms of Use. Any use of the Website after such posting shall constitute your acceptance of such revised terms and conditions. If any change to the Terms of Use is not acceptable to you, you must not continue to use the Website and your sole remedy is to cease accessing, browsing and otherwise using the Website.

Use of the Website

In order to access certain features of the Website, you may need to create an account. In registering an account on the Website, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the registration form. You represent that you are (1) at least eighteen (18) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the Website under the laws of the United States or any other applicable jurisdiction. You are responsible for all activities that occur under your account. The Website allows you to record and store information. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your password or account. It is your sole responsibility to (a) control the dissemination and use of sign-in name, screen name and passwords; (b) authorize, monitor, and control access to and use of your Website account and password; and (c) promptly inform us if you believe your account or password has been compromised or if there is any other reason you need to deactivate a password. To send us an email, use the “Contact Us” link on the Website.

You agree not to:

(a) use or access the Website for any fraudulent purpose,
(b) use or access the Website to impersonate any person or entity,
(c) interfere with or disrupt the operation of the Website or access to it, including not to take any action that imposes an unreasonable load on the Website’s infrastructure or other software, hardware, telecommunications equipment or networks used by us,
(d) use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website, including by transmitting any material that contains adware, malware, spyware, software viruses, or any other harmful code,
(e) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Website (except to the extent the foregoing restrictions are expressly prohibited by law),
(f) delete or alter any material posted on the Website by the Company or any other person or entity,
(g) restrict or inhibit the ability of any other person to access or use the Website,
(h) remove, obscure or modify any copyright, trademark, or other proprietary rights notice from the Website,
(i) frame or link to any of the materials or information available on the Website without the written permission of the Company,
(j) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Website or any portion of the Website,
(k) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials),
(l) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Website, or
(m) interfere with others’ use and enjoyment of the Website (for example, by spamming, soliciting or overly promoting personal interests).

We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates these Terms of Use.

Intellectual Property Rights

We authorize you to view or download a single copy of a reasonable amount of Content from the Website, solely for your personal, noncommercial use, unless you are a licensed health care provider, a health insurance provider, or a representative of a licensed health care provider or health insurance provider. Such entities and individuals may use Content in connection with their professional duties. We may own the Content, or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under the Terms of Use. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. Other than as expressly permitted by us, you may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other Website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of the Terms of Use, your right to access and/or use the Content and Website shall automatically terminate and you shall immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of the Company (the “Company Trademarks”) used and displayed on this Website are registered and unregistered trademarks or service marks of the Company. Other Company, product, and service names located on the Website may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Company Trademarks, the “Trademarks”). Nothing on this Website or in the Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Website without the prior written consent of the Company specific for each such use. The Trademarks may not be used to disparage the Company or the applicable third-party, the Company’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any Website is prohibited without the Company’s prior written consent. All goodwill generated from the use of any Company Trademark shall inure to the Company’s benefit. Certain elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by the Terms of Use. None of the Content for this Website may be retransmitted without the express written consent from the Company for each and every instance.

Under no circumstances will we be liable in any way for any content or materials of any third parties, including, but not limited to, for 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 such content (collectively, “Third Party Content”) on the Website. We do not control any Third Party Content on the Website and do not guarantee the availability or display of any Third Party Content. We reserve the right to remove any Third Party Content at any time in our sole discretion. Any opinions, advice, statements, views, positions, services, offers, or other Third Party Content expressed or made available on the Website are solely those of the respective authors or distributors, and do not necessarily reflect our opinions, views, or position. We do not endorse any particular products, services or treatments. We take no responsibility and assume no liability for any Third Party Content. You use or rely on Third Party Content at your own risk.

If you submit information or material through any means (collectively, “Your Content”) to any of the Website, you grant us a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display Your Content throughout the world in any media. You grant us and our sublicensees the right to use the name, screen name, city or zip code, and other biographical information that you submit in connection with Your Content, if we or they choose. You represent and warrant that: (i) you own or otherwise control all of the rights to the content that you post, including any intellectual property or other proprietary rights other than content that you clearly identify as Third Party Content, e.g., links to third party websites; (ii) Your Content is accurate; (iii) neither Your Content nor your posting or submission of Your Content violates any of these Terms; and (iv) neither Your Content nor your posting or submission of Your Content will cause injury to any person or entity, including any privacy or security risk. We have no responsibility for any of Your Content or the consequences of your sharing any of Your Content with others. We have the right but not the obligation to monitor and edit or remove any content from the Website in our sole discretion without notice or consent.

If Your Content includes any suggestions, ideas, or other feedback about us, the Website, or our products, (your “Feedback”): (i) you grant us all necessary rights to use your Feedback; (ii) you acknowledge and agree that we are free to use and otherwise act on your Feedback with no financial, credit, or other obligation whatsoever to you, but we are not obligated to use your Feedback in any way; (iii) you acknowledge and agree that we are not obligated to keep your Feedback confidential other than as set forth in the Privacy Policy; and (iv) you represent that your Feedback is entirely your original work.

Links to External Sites

From time to time, the Website may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you. Our provision of these links are not an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. Your use of External Sites may be subject to the license agreements, terms and conditions, privacy policies, and other policies and agreements applicable to such External Sites. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.

We are not responsible for the content of any linked External Sites and we disclaim all liability with regard to your access to such linked External Sites. We do not make any representations regarding the content or accuracy of any materials or any goods or services offered on or received from such External Sites. You should take precautions when downloading files from all Websites to protect your computer from viruses and other destructive programs. If you decide to access any such External Sites, you do so at your own risk.

Updates to Website

MacroGenics may make improvements and/or changes to this Website at any time. Although we attempt to periodically update information on this Website, the information, materials and services provided on or through this Website may occasionally be inaccurate, incomplete or out of date. MacroGenics does not have a duty to update information contained in this Website, and MacroGenics will not be liable for any failure to update such information. We make no representation as to the completeness or accuracy or of any information on this Website, or whether any information on this Website is current, and we undertake no obligation to update or revise the information contained on this Website, whether as a result of new information, future events or circumstances or otherwise. It is your responsibility to verify any information contained in this Website before relying upon it.

Cautionary Note on Forward-Looking Statements

Any statements on this website about future expectations, plans and prospects for MacroGenics (“Company”), including statements about the Company’s strategy, future operations, clinical development of the Company’s therapeutic candidates, milestone or opt-in payments from the Company’s collaborators, the Company’s anticipated milestones and future expectations and plans and prospects for the Company and other statements containing the words “subject to”, “believe”, “anticipate”, “plan”, “expect”, “intend”, “estimate”, “project”, “may”, “will”, “should”, “would”, “could”, “can”, the negatives thereof, variations thereon and similar expressions, or by discussions of strategy constitute forward-looking statements that involve substantial risks and uncertainties. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties inherent in the initiation and enrollment of future clinical trials, expectations of expanding ongoing clinical trials, availability and timing of data from ongoing clinical trials, expectations for regulatory approvals, other matters that could affect the availability or commercial potential of the Company’s product candidates and other risks described in the Company’s filings with the Securities and Exchange Commission. A further list and description of these and other risks, uncertainties and other matters can be found in MacroGenics’ most recent filings with the SEC. MacroGenics assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law. You should not place undue reliance on these forward-looking statements.

Limitation of Liability and Disclaimer of Warranties

MacroGenics makes no representations about the accuracy, reliability, validity, completeness, or timeliness of the material on the Website or about the results to be obtained from using the Website or from relying on its material. You use the Website and its material at your own risk. The site material may not always be the most current source of information, and the Company disclaims any duty to update the Website or the site material, and also disclaims liability for any failure to update the Website or the site material. In addition, the site material available on the Website is provided as a convenience only, and where any documents on the Website have been filed in accordance with applicable securities laws, such documents are not the official versions of the company’s disclosure documents. You are directed to obtain official copies either from applicable securities regulators or from the Company.

THE COMPANY DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE, THAT YOUR ACCESS TO THE WEBSITE WILL BE UN-INTERRUPTED, OR THAT THE WEBSITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES, WORMS OR OTHER HARMFUL MATERIAL. IF YOUR USE OF THE WEBSITE OR THE SITE’S MATERIAL RESULTS IN ANY COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE COMPANY SHALL NOT BE RESPONSIBLE FOR THOSE COSTS OR EXPENSES. THE COMPANY DISCLAIMS ALL EQUITABLE INDEMNITIES.

THE WEBSITE AND ITS MATERIAL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. ALTHOUGH THE COMPANY STRIVES TO PROVIDE THOROUGH AND ACCURATE MATERIALS ON ITS SITE, WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.

YOU UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL MACROGENICS, ITS AFFILIATES, OR ANY THIRD PARTIES MENTIONED ON THE SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM: (I) ANY OF OUR CONTENT, (II) THE USE OR INABILITY TO USE MATERIAL ON THE WEBSITE OR SITES LINKED TO THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MACROGENICS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHOULD ANY OF THE MACROGENICS PARTIES (DEFINED BELOW) BE FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY NOTWITHSTANDING THE FOREGOING, SUCH LIABILITY WILL NOT EXCEED $100.00 IN THE AGGREGATE.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of liability of the MacroGenics Parties will be the minimum permitted under such applicable Law.

Indemnification and Release

By using the Website, you agree to release, defend, indemnify, and hold harmless MacroGenics, its affiliates and its and their respective officers, directors, employees and agents (collectively, the “MacroGenics Parties”) from and against any and all claims, actions, losses, claims, damages, costs and expenses (including reasonable legal and accounting fees) arising out of or resulting from: (i) your use of the site material, (ii) your Content, or (iii) your breach of these Terms of Use. We reserve the right to assume or participate, at your expense, in the investigation, settlement and defense of any such action or claim.

If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that 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.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Modifications to Website; Termination of the Agreement

MacroGenics reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. You agree that MacroGenics is not liable to you or to any third party for any modification, suspension or discontinuance of the Website. MacroGenics reserves the right, in its sole discretion, immediately and without notice to suspend or terminate the Terms and/or your ability to access the Website.

The Company reserves the right to change, suspend, or discontinue all or any part of the Website or the Content at any time without prior notice or liability.

User Must Comply with Applicable Laws.

The Terms of Use is governed by the internal substantive laws of the State of Maryland, without respect to its conflict of laws provisions and UCITA, and the federal laws of the United States. By using the Website, you agree that the only proper jurisdiction and venue for any dispute with MacroGenics, or in any way relating to your use of this Website, is in the state and federal courts in the State of Maryland. You further agree and consent to the exercise of personal jurisdiction in these courts in connection with any dispute involving MacroGenics or its affiliates, employees, officers, directors, agents, or suppliers. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. You may only resolve disputes with us on an individual basis and may not bring and expressly waive bringing a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. YOU HEREBY WAIVE YOUR RIGHT TO A JURY TRIAL IN ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF YOUR USE OF OUR WEBSITES OR THESE TERMS.

When you use the Website or send emails to us, you are communicating with us electronically. By doing so, you consent to receiving communications from us electronically. We may communicate with you by email or posting notices on the applicable website. You agree that all agreements and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. In order to access any such communications, you must have a computer or other Internet-enabled device. In order to retain copies of any such communications, you must have a printer or data storage device. If you have a printer, you may print paper copies of any such communications for your own use. If you wish to withdraw your consent for us to communicate with you electronically, you may not use the Website.

The Website may include certain services that are available via a mobile device (collectively, the “Mobile website”). To the extent you access the Website through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain elements of the Mobile website may be prohibited or restricted by your carrier, and not all aspects of the Mobile website may work with all carriers or devices. By using the Mobile website, you agree that we may communicate with you regarding we by electronic means and that certain information about your usage of the Mobile website may be communicated. In accordance with California Civil 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 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

These Terms of Use, together with the Privacy Policy constitute the entire and exclusive agreement between us with respect to their subject matter, and govern your use of the Website, superseding any prior agreements or negotiations between us with respect to that subject matter.

Failure of the Company to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in the Terms of Use. The section headings are provided merely for convenience and shall not be given any legal import. The Terms of Use will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Website might be publicly accessible. Important and private information should be protected by you. The Company is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.