Terms of Use

Last Updated: April 7, 2023

These Terms of Use (“Terms”) apply to and govern your access and use of the websites offered by IO Biotech, Inc. (“IO Biotech”), including the website located at: www.iobiotech.com (collectively, the “Sites”). These Sites are dedicated solely to providing general educational information and are not intended to provide medical advice of any kind. Please read these Terms carefully before accessing, browsing or using the Sites. By accessing, browsing or using any of the Sites, you acknowledge that you have read, understood and agree to these Terms. If you do not agree to these Term, or if you do not agree with our Privacy Policy please do not browse or use the Sites or use any of the information offered herein.

1. CERTAIN DISCLAIMERS
ALL INFORMATION CONTAINED ON THE SITES, INCLUDING ANY PRODUCT, SERVICE, BUSINESS OR MEDICAL INFORMATION, IS SOLELY FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY. SUCH INFORMATION IS NOT A SUBSTITUTE FOR ACTUAL MEDICAL CARE. PERSONS REQUIRING DIAGNOSIS OR TREATMENT, OR WHO HAVE SPECIFIC QUESTIONS RELATED TO THEIR CONDITION OR CARE, ARE URGED TO CONTACT THEIR HEALTH CARE PROVIDER. IO BIOTECH MAKES NO REPRESENTATION AND ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF INFORMATION CONTAINED ON OR AVAILABLE THROUGH THE SITES, AND SUCH INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE.

2. INTELLECTUAL PROPERTY OWNERSHIP
All text, content, documents, names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing in the Sites, and the organization, compilation, look and feel, illustrations, artwork, videos, music, software and other works on the Sites (the “Materials”) are owned by IO Biotech and its affiliates or used with permission or under license from a third party (hereinafter collectively referred to as the “Owner”) and are protected under copyright, trademark and other intellectual property and proprietary rights laws. As between IO Biotech and you, all right, title and interest in and to the Materials will at all times remain with the Owners. The words “IO Biotech,” the “IO” and “IO Biotech” logos, and other marks, logos and titles are registered and/or common law trade names, trademarks or service marks of IO Biotech. Except as expressly provided herein, nothing on the Site shall be construed as conferring any license under its Owner’s intellectual property rights, whether by estoppel, implication or otherwise. Notwithstanding anything herein to the contrary, IO Biotech may revoke any of the foregoing rights and your access to the Site, or any part thereof, including the blocking of your IP Address, at any time without prior notice.

3. RESTRICTIONS ON USE
No other use of the Sites or Materials is authorized. You agree that any copy of the Materials (or any portion of the Materials) that you make must retain all copyright and other proprietary notices contained herein or therein. Framing of the Sites or Materials or posting of Materials on other websites is strictly prohibited. The use or misuse of any Materials, except as provided in the Terms of Use or in the Materials, is strictly prohibited. You shall not, without IO Biotech’s express written consent: (a) distribute text or graphics to others, (b) copy and retransmit, disseminate, broadcast, circulate, or otherwise distribute the Materials on any other server, or modify or re-use all or part of the Materials on this system or any other system, (c) use any tradename, trademark, or brand name of IO Biotech in metatags, keywords and/or hidden text, (d) copy, distribute, modify, transmit, perform, reuse, re-post, or otherwise display the Materials, in whole or in part, for public or commercial purposes or modify, translate, alter or create any derivative works thereof, (e) create derivative works from the Materials or commercially exploit the Materials, in whole or in part, in any way, (f) use the Sites, the Materials, and/or any portion thereof, in any manner that may give a false or misleading impression, attribution or statement as to IO Biotech, the Owner, or any third party referenced therein, (g) use the Materials accessible via the Sites for unlawful purposes only, or (h) alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or any other notice included in the Materials.

4. FORWARD-LOOKING STATEMENTS
This Site contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements, including regarding IO Biotech’s ability to successfully develop and commercialize its therapeutic products, current or future clinical trials, their progress, enrollment or results, or the company’s financial position or cash runway, are based on IO Biotech’s current assumptions and expectations of future events and trends, which affect or may affect its business, strategy, operations or financial performance, and actual results and other events may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements speak only as of the date hereof and should not be unduly relied upon. Except to the extent required by law, IO Biotech undertakes no obligation to update these statements, whether as a result of any new information, future developments or otherwise.

5. LINKS
The Sites may contain links allowing you to leave the Sites for other sites that are not under our control (“Linked Site”). IO Biotech provides the linked sites to you only as a convenience and does not endorse any Linked Sites. IO Biotech is not responsible for the contents or transmission of any Linked Site or any link contained in a Linked Site or for ensuring that the Linked Sites contain no errors or viruses. IO Biotech is not responsible for the terms of use or privacy practices of the Linked Sites or any link contained in the Linked Sites. Your linking to any Linked Site or any other off-site page or other site is entirely at your own risk. IO Biotech encourages you to carefully read the policies of each site you visit.

6. SUBMITTED IDEAS
While IO Biotech appreciates your interest in IO Biotech and the Sites, IO Biotech does not want and cannot accept any ideas or information you consider confidential and/or proprietary. Except with respect to your personally identifiable information (as expressly provided for in IO Biotech’s Privacy Policy), all comments, suggestions, ideas, notes, drawings, concepts, or other information disclosed or offered to us by you through the Sites or in response to solicitations on the Sites shall be deemed to be non-confidential and non-proprietary and shall be the exclusive property of IO Biotech. Further, you understand and acknowledge that IO Biotech employs both internal and external resources which may have developed or may in the future develop ideas identical to or similar to your suggestions or comments to suggestions and that IO Biotech is only willing to consider the suggestion on these terms. In any event, you acknowledge and agree that IO Biotech assumes no obligation of confidentiality or nondisclosure, express or implied by considering your suggestion or idea. Without limitation, IO Biotech shall exclusively own, and you hereby irrevocably transfer and assign to IO Biotech, all now known or hereafter existing rights in and to the suggestion, and IO Biotech shall be entitled to unrestricted use of the suggestion for any purpose whatsoever, commercial or otherwise without any form of compensation.

7. DISCLAIMERS
You understand and agree that your access to and use of the Sites, the Materials, and all information available through the Sites are at your own initiative and risk. We do not promise, covenant, represent, warrant or guarantee that you or any other user of the Sites will obtain any particular or tangible result or goal through the use of the Sites, or obtain any other product or service in connection with the use of the Sites.

WITHOUT LIMITING THE FOREGOING, THE SITE, THE MATERIALS AND ALL OTHER FEATURES ON THE SITE ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND WITH RESPECT TO THE SITE AND/OR MATERIALS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. SHOULD APPLICABLE LAW NOT PERMIT THE FOREGOING EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, THEN IO BIOTECH HEREBY GRANTS THE MINIMUM EXPRESS OR IMPLIED WARRANTY REQUIRED BY SUCH APPLICABLE LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IO BIOTECH, ITS EMPLOYEES, AGENTS, SUPPLIERS OR ANY OTHER PERSONS SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS SECTION. ADDITIONALLY, IO BIOTECH DOES NOT MAKE ANY WARRANTIES THAT THE SITE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE OR THAT YOUR USE OF THE SITE WILL MEET YOUR EXPECTATIONS, OR THAT THE SITE, MATERIALS, OR ANY PORTION THEREOF, IS CORRECT, ACCURATE, OR RELIABLE. IO BIOTECH RESERVES THE RIGHT TO CHANGE ANY PART OF THE SITE AT ANYTIME WITHOUT NOTICE.

8. LIMITATION OF LIABILITY
IN NO EVENT SHALL THE IO BIOTECH, ITS CONTRACTORS, SUPPLIERS, CONTENT PROVIDERS AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH OF THE FOREGOING, BE LIABLE TO YOU, YOUR ORGANIZATION, OR ANY OTHER THIRD-PARTY FOR ANY LOSS, COST, DAMAGE, OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE OF, OR RELIANCE ON, THE SITE, THE MATERIALS, OR THE INFORMATION AND CONTENT ACCESSIBLE ON OR THROUGH THE SITE OR THROUGH THE IO BIOTECH; OR (B) THE USE, COPYING, OR DISPLAY OF THE SITE OR THE CONTENT OR THE TRANSMISSION OF INFORMATION TO OR FROM THE SITE OVER THE INTERNET. UNDER NO CIRCUMSTANCES SHALL THE IO BIOTECH, ITS CONTRACTORS, SUPPLIERS CONTENT-PROVIDERS AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF EACH OF THE FOREGOING, BE LIABLE TO YOU, YOUR ORGANIZATION, OR ANY OTHER THIRD-PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION AND CLAIMS OF THIRD-PARTIES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SITE, OR ANY OTHER CAUSE BEYOND THE CONTROL OF IO BIOTECH, EVEN IF THE IO BIOTECH WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE LIABILITY OF THE IO BIOTECH, ITS CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH OF THE FOREGOING, SHALL BE LIMITED IN ACCORDANCE WITH THESE TERMS TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING ANY OF THE FOREGOING, IF THE IO BIOTECH, ITS CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, OR OTHER SIMILAR ENTITIES, OR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR AGENTS OF ANY OF THE FOREGOING, IS FOUND LIABLE TO YOU OR TO ANY THIRD-PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS, THE SITE, OR THE USE OF THE SITE, THE IO BIOTECH AND SUCH PARTIES’ CUMULATIVE, AGGREGATE AND MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS IN ANY CALENDAR YEAR SHALL NOT EXCEED $100. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDIES SPECIFIED HEREIN WILL SURVIVE EVEN IF FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.

9. INDEMNIFICATION
You agree to indemnify, defend and hold the IO Biotech, and the officers, directors, employees and agents of the IO Biotech, harmless from and against all claims, demands, suits or other proceedings, and all resulting loss, damage, liability, cost and expense (including reasonable attorneys’ fees), brought by any third-party in connection with or arising out of content, data, or information that you submit, post to, or transmit through the Site or the IO Biotech, your access to and use of the Content, the Site and other Materials available on or through the Site and the IO Biotech, your violation of these Terms, or your violation of any rights of another. We reserve, and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms.

10. UPDATES TO THESE TERMS
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY IO BIOTECH IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, IO Biotech will make a new copy of the Terms available at the Sites. We will also update the “Last Updated” date at the top of the Terms. Any changes to the Terms will be effective thirty (30) days after posting notice of such changes on the Sites. IO Biotech may require you to provide consent to the updated Terms in a specified manner before further use of the Sites is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Sites. Otherwise, your continued use of the Sites constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

11. MISCELLANEOUS
These Terms and the Privacy Policy referenced herein (as each may be revised and amended at any time and from time-to-time according to their respective terms) collectively constitute the entire agreement with respect to your access to and use of the Sites, the Materials and any other information available on or through the Site or through the IO Biotech. Our electronically or otherwise properly stored copy of these Terms shall be deemed to be the true, complete, valid, authentic and enforceable copy of these Terms, and you agree that you shall not contest the admissibility or enforceability of IO Biotech’s copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms. Except as expressly provided for herein, these Terms do not confer any rights, remedies, or benefits upon any person other than you and the IO Biotech may assign its rights and duties under these Terms at any time to any third-party without notice. You may not assign these Terms without our prior written consent. These Terms shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Should any provision of these Terms be held to be void, invalid, unenforceable, or illegal by a proper legal authority, the validity and enforceability of the other provisions hereof shall not be affected. You are responsible for complying with any and all laws of the jurisdiction from which you are accessing the Site and any other jurisdiction whose laws apply to you or your actions. You agree that you will not access or use the Site, the Content, or any other information or materials on the Site in violation of the aforementioned laws or these Terms. These Term and your use of the Sites are governed by and construed in accordance with the laws of the State of New York, without regard to its choice or conflict of law provisions. Any claim or dispute related to these Terms or your use of the Sites must be brought in the Supreme Court of the State of New York, in New York County or in the United States District Court for the Southern District of New York and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims or disputes.