INTRODUCTION

This website (the “Site”) is owned and operated by Tryp Therapeutics Inc. (“Tryp,” “us,” “our,” or “we”). These Terms of Use (“Terms of Use “) set forth the terms and conditions under which you are authorized to use our our website at www.tryptherapeutics.com (the “Site”).

ADDITIONAL POLICIES AND AGREEMENTS

Our Privacy Policy describes the information we collect when you use our Site or interact with us, as well as how we use the information, and some of the steps we take to protect your privacy. Our Privacy Policy is part of these Terms of Use. By agreeing to these Terms of Use, you are also consenting to our use of your personal information in accordance with our Privacy Policy. To the extent additional rules or guidelines affect your use of the Site or your online transactions with us, those rules are hereby incorporated by reference into these Terms of Use. By using our Site, you agree to these Terms of Use. If you do not agree to these Terms of Use, you should immediately stop using our Site.

DESCRIPTION OF SERVICE

Our Site provides information about Tryp and allows users to request further information, indicate interest in clinical trials, and more (collectively the “Services”). To the extent new offerings, content or features are added to our Site in the future, your use thereof is subject to these Terms of Use.

YOUR OBLIGATIONS

If you enter into a transaction on our Site or otherwise contact us through the Site, you agree to provide accurate information about yourself. We reserve the right to suspend or terminate your use of our Site and to revoke permission for you to use our Services if we discover, or if we have a reasonable basis to believe, that any of the data you have provided is inaccurate, incomplete or untrue, or if you violate these Terms of Use.

MODIFICATIONS AND INTERRUPTION TO THE SITE

We reserve the right to modify or discontinue all or any portion of our Site with or without notice to you. We will not be liable if we choose to exercise this right. You acknowledge and accept that we do not guarantee continuous, uninterrupted or secure access to our Site, or that operation of our Site will be uninterrupted or error free. You understand that usage of our Site may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

THIRD-PARTY SITES, CONTENT AND SERVICES

Certain areas of the Site may include content or services provided by third parties, or links to other sites that are owned and operated by third parties. We are not responsible for the availability of, or any content located on or through, any third-party site, or any services provided by third parties. You acknowledge that any reliance on representations and warranties provided by any party other than Tryp will be at your own risk. You expressly agree to hold us harmless for any claims of damage arising from any content, product or service provided by any third party. Your use of those third-party sites and services is subject to the terms of use and privacy policies posted on each site or service, and we encourage you to review those terms of use and privacy policies.

YOUR REPRESENTATIONS

As a condition of your right to use the Site, you represent that you are of legal age to enter into a binding contract and that you are not a person barred from visiting the Site and accessing the Services under the laws of the United States or other country.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TRYP, ITS RELATED ENTITIES, ITS SERVICE PROVIDERS, ITS LICENSORS, AND ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “TRYP PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, RELATED TO OUR SITE. YOU UNDERSTAND AND AGREE THAT YOUR USE OF OUR SITE IS AT YOUR SOLE RISK. OUR SITE AND ALL CONTENT, PRODUCTS AND SERVICES OFFERED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE TRYP PARTIES ARE NOT RESPONSIBLE FOR THE TIMELINESS OF DELIVERY OF CONTENT, ANY FAILURES OF DELIVERY, ERRONEOUS DELETION OR FAILURE TO STORE ANY OF YOUR PERSONAL SETTINGS OR COMMUNICATIONS, OR ANY LOSS OR DAMAGE OF ANY KIND YOU CLAIM WAS INCURRED AS A RESULT OF THE USE OF OUR SITE. UNDER NO CIRCUMSTANCES, WILL ANY OF THE TRYP PARTIES BE LIABLE TO YOU OR TO ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY LOSS, INJURY, LIABILITY OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE ON OUR SITE OR ANY CONTENT, PRODUCT OR SERVICE PROVIDED TO YOU THROUGH OR IN CONNECTION WITH OUR SITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, GOODWILL, REVENUE OR PROFITS. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS; EVEN IF ANY TRYP PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE TRYP PARTIES UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to indemnify and hold the Tryp Parties harmless from any claim or demand, including reasonable attorney’s fees and costs, made by any third party due to or arising out of your posting of any content on our Site in a manner not permitted by these Terms of Use, including without limitation your actual or alleged violation of these Terms of Use, or infringement of a third party’s intellectual property or other rights by you or another user of our Site using your computer, mobile device or account.

FORWARD LOOKING INFORMATION

Our Website contains forward looking statements with respect to Tryp. By their nature, forward looking statements are subject to a variety of factors that could cause actual results to differ materially from the results suggested by the forward looking statements. In addition, the forward looking statements require Tryp to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that the forward looking statements will not prove to be accurate, that Tryp’s assumptions may not be correct and that actual results may differ materially from such forward looking statements. Accordingly, readers should not place undue reliance on the forward looking statements. Generally, forward looking statements can be identified by the use of terminology such as “anticipate”, “will”, “expect”, “may”, “continue”, “could”, “estimate”, “forecast”, “plan”, “potential” and similar expressions. Forward looking statements contained in this Website may include, but are not limited to statements with respect the outlook for the psilocybin industry and related industries; challenges and opportunities related to the psilocybin industry; the completion and timing of clinical studies; the ability of any patents resulting from Tryp’s patent applications to protect the commercial prospects of its assets; the achievement, and the timing of, certain development milestones and the successful execution of Tryp’s business strategy (including its business model and mission); the use and benefits of Tryp’s products and services; demographic and market size/trends; forecasts of revenue and financial projections/growth potential; Tryp’s ability to obtain marketing exclusivity for any of its approved drug products; anticipated capitalization, projected milestones and the go-forward management of Tryp; the potential impact of the COVID-19 pandemic on Tryp’s business or operations; and other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance, expected regulatory filings, review and approval dates, and start-up timelines and schedules, and statements related to the continued overall advancement of Tryp’s business. These forward looking statements are based on a number of assumptions which may prove to be incorrect including, but not limited to: general economic, market and business conditions, the outcome of research studies, the ability to obtain certain approvals, the accuracy of cost estimates, ability to obtain sufficient capital on satisfactory terms, availability of equipment and supplies, changes in customer demand, the successful and timely implementation of capital projects, currency exchange rates and the impact of changes in applicable laws and regulations. All forward looking statements contained in this Website are expressly qualified by this cautionary statement.

THIRD-PARTY INFORMATION

This Website includes market and industry data obtained from various publicly available sources and other sources believed by Tryp to be true. Although Tryp believes it to be reliable, Tryp has not independently verified any of the data from third-party sources referred to in this Website or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained the underlying assumptions relied upon by such sources. Tryp does not make any representation as to the accuracy of such information.

PSILOCYBIN

Psilocybin is currently a Schedule III drug under the Controlled Drugs and Substances Act, S.C. 1996, c. 19 (the “CDSA”) and it is a criminal offence to possess substances under the CDSA without a prescription. Health Canada has not approved psilocybin as a drug. While Tryp is focused on developing products using psilocybin, it does not have any direct or indirect involvement with the illegal selling, production or distribution of any substances. Tryp does not currently manufacture, store or otherwise handle psilocybin directly and will only do so through agents within laboratory and clinical trial settings conducted within approved regulatory frameworks. Tryp’s products that contain psilocybin or other psychedelic compounds will not be commercialized prior to applicable regulatory approval, which will only be granted if clinical evidence of safety and efficacy for the intended uses is successfully developed.

USER FEEDBACK

All communications, feedback, questions, comments, suggestions, proposed features, and the like (collectively “Feedback”) will be considered non-confidential and non-proprietary with regard to you, but we reserve the right to treat any such Feedback as the confidential information of Tryp. By submitting Feedback to us, you assign to us, free of charge, a perpetual, irrevocable, worldwide license to create derivative works, distribute, reproduce, perform, display, and otherwise use, any intellectual property rights or proprietary information and ideas contained within any such Feedback, including without limitation the right to sublicense or assign any of the foregoing. We will be entitled to use any Feedback you submit to us, and any ideas, concepts, know-how or techniques contained in any such Feedback, for any purpose whatsoever, including but not limited to developing and marketing products and services using such Feedback without restriction and without notifying or compensating you in any way. Please do not send us any information or materials for which you do not wish to grant us such rights, including, without limitation, any confidential information or any original creative materials such as product ideas, written materials, photographs, original artwork, or computer code. You are responsible for the information and other content contained in any Feedback you submit to us, including, without limitation, their truthfulness and accuracy.

USER-SUBMITTED CONTENT AND USER CONDUCT

Any content, whether uploaded, posted, submitted, or otherwise made available to us or on our Site, including without limitation comments to blog posts, user content from social media, or any other content which does not originate with a Tryp Party (“User Content”), is the sole responsibility of the person who made such User Content available. Under no circumstances will any Tryp Party be liable in any way for any User Content made available through our Site. You agree that you will not use our Site to transmit or make available any content that:

• violates any laws, contains any threats, is abusive, harassing, vulgar, obscene, indecent, violates any person’s rights of privacy or publicity, is defamatory, libelous, hateful, contains any disparaging statements or opinions regarding racial, gender or ethnic background, or is otherwise tortious or objectionable;
• infringes any intellectual property rights or other rights of any party, including, but not limited to any patent, trademark, trade secret, copyright or other proprietary rights;
• contains any private information about an identifiable person without that person’s permission, or any content soliciting any personal or private information from any individual;
• you know or have reason to know is false, misleading, or fraudulent;
• you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• employs any techniques to disguise the origin of the content submitted;
• contains any unsolicited or unauthorized advertising, promotional materials, or material which can be characterized as “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “Ponzi schemes” or similar material, or any information posted primarily for advertising, promotional, or other commercial purposes, including without limitation any request for or solicitation of money, goods, or services for private gain;
• incorporates within it any software viruses or any other computer code, files or programs whose purpose or function is to interrupt, destroy or otherwise impair the operability of any software or hardware or telecommunications equipment;
• contains links to any websites containing content violating any of the foregoing requirements, or links to any websites for purposes of disrupting the operations of such website, harassing the owners of such website, or other objectionable or illegal purposes.

You further agree not to use our Site to:

• engage in any conduct which might be harmful to any individual;
• impersonate or misrepresent your affiliation with any person or entity;
• engage in or facilitate any conduct that is deemed, or found by any court or similar agency, to constitute “stalking” or otherwise harassing conduct aimed at another person or entity;
• engage in or transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

In addition, you are prohibited from interfering with, creating an excessive burden on, or otherwise disrupting our Site, servers or networks connected thereto. We reserve the right (but have no obligation) in our sole discretion to pre-screen, edit, refuse, move or remove any User Content that is posted on our Site or prohibit your access to our Site in the event of a violation of these Terms of Use.

COPYRIGHT AND TRADEMARK INFORMATION

All content, copyrights and other intellectual property rights in the content available on our Site, including without limitation the Site’s design, text, graphics, interfaces, and the selection and arrangements thereof, are owned by Tryp, with all rights reserved, or in some cases may be licensed to Tryp by third parties. This content is protected by the intellectual property rights of Tryp or those owners. All content which qualifies for protection under Federal Copyright Law under the laws of the United States is subject to the exclusive jurisdiction of the Federal Court System, whether registered or unregistered. All trademarks displayed on the Sites are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of such parties. In addition, such use of trademarks or links to the web sites of third parties is not intended to imply, directly or indirectly, that those third parties endorse or have any affiliation with Tryp. If you believe that any content on our Site violates these Terms of Use or is otherwise inappropriate, please report the content by completing the Contact Us form on our Site, or send an email to legal@cograilway.com.

ARBITRATION

Any dispute arising out of or relating in any way to your use of our Site or any products, services, or information you receive through our Site, shall be submitted to confidential, binding arbitration in Colorado Springs, Colorado, USA, pursuant to the American Arbitration Association’s Commercial Arbitration Rules. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. No arbitration under these Terms of Use may be joined with another arbitration related to the subject matter hereof. Notwithstanding the foregoing arbitration requirement, with regard to any actual or potential violation of our intellectual property rights, we may seek injunctive or other appropriate relief in the courts of Colorado Springs, Colorado, USA, and you hereby consent to the exclusive jurisdiction of such courts and waive all objections thereto.

GOVERNING LAWS

The laws of the province of British Columbia and Canada govern these Terms of Use and any claims arising out of or relating to use of the Site and our Services, without giving effect to any choice of law rules. We make no representation that our Site is appropriate, legal or available for use outside of the United States. With the exception of any matters subject to arbitration as described above, the provincial and federal courts located in British Columbia will serve as the venue for any actions brought, or claims made, arising out of your use of our Site or Services.

COMPLIANCE WITH LAWS

You assume all knowledge of applicable law and you are responsible for compliance with any such laws. You may not use the Site in any way that violates applicable state, federal, or international laws, regulations or other government requirements.

CHANGES TO THESE TERMS

We reserve the right, at any time, to modify, alter, or update these Terms of Use without prior notice. You are encouraged to check this page regularly for changes to the Terms of Use. Modifications will become effective immediately upon being posted to our Site, without further notice to you. Your continued use of any of our Sites after such modifications are posted constitutes an acknowledgement and acceptance of such modifications, and you may not amend these Terms of Use.

MISCELLANEOUS

If any provision of these Terms of Use is determined by a court of law to be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent, and the invalid provision will be modified as necessary to make it valid and enforceable while as closely as possible reflecting the original intentions of Tryp. You agree that these Terms of Use and any other agreements referenced herein may be assigned by us, in our sole discretion, to a third party in the event of a merger or acquisition or otherwise. These Terms of Use shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your participation as a contributor to or user of our Site. You agree and understand that these Terms of Use together with any other applicable click-through agreements you may have entered into regarding posting User Content to our Site, and any additional terms incorporated herein, constitute the entire agreement between you and Tryp regarding your use of the Site, and that any other prior agreements between you and Tryp are superseded by these Terms of Use. Any failure by Tryp to exercise its rights under these Terms of Use or to enforce the terms hereof, will not constitute a waiver of those rights. 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 our Site or relating to these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

CONTACT US

If you have any questions about these Terms of Use, please emails us at privacy@tryptherapeutics.com.