Terms of Use

Effective date: October 2023

The following terms and conditions (“Terms of Use”) apply to your access to and use of www.eledon.com and any other program or service that includes an authorized reference to or link to these Terms of Use (the “Services”). These Terms of Use are a legal contract between you and Eledon Pharmaceuticals, Inc. and its respective subsidiaries and affiliates (collectively, “We” or “Eledon”).

By using the Services, you agree to be bound by the Terms of Use. You may also be subject to additional or other terms and conditions that are posted in connection with a particular Service or other program or service of Eledon. If you do not agree with these Terms of Use or other terms and conditions on the Services, then do not use this the Services.

THESE TERMS CONTAIN IMPORTANT DISCLAIMERS OF WARRANTIES AND LIABILITY, A MANDATORY INDIVIDUAL ARBITRATION PROVISION, AND A CLASS ACTION WAIVER. PLEASE READ THEM CAREFULLY. THE SERVICES ARE NOT INTENDED TO PROVIDE MEDICAL OR PROFESSIONAL ADVICE, AND YOU SHOULD NOT BASE MEDICAL CARE OR OTHER DECISIONS BASED ON THE CONTENT OF THE SERVICES.

Eledon reserves the right, at its sole discretion, to change the Terms of Use at any time. Please check the Terms of Use periodically for changes. Using the Services following the posting of changes to the Terms of Use shall constitute your acceptance of the revised Terms of Use.

Eledon may terminate, change, suspend or discontinue any aspect of the Services, including the availability of any features of the Services, at any time. Eledon may also impose limits on certain features and services or restrict your access to parts of or all of the Services without notice or liability.

Intellectual Property

The content on the Services, including, but not limited to, text, names, data, compilations, graphics, logos, buttons, icons, images, audio, video, code, methods, techniques, models, and software (the “Content”) are the property of Eledon and/or its licensors/providers and are protected by the patent, copyright, trademark and trade secret laws of the United States and/or other countries.

Except for User Content (defined herein) that you have posted to the Services, or unless expressly permitted by Eledon, you are prohibited from publishing, reproducing, distributing, transferring, broadcasting, selling, offering for sale, rent, or lease, entering into a database, storing in any format, displaying, performing, modifying, creating derivative works, transmitting or in any way exploiting any part of the Services or Content, except that you may make use of the content for your own personal use as follows: you may access, view, download, print and use not more than three (3) copies of the Content solely for your personal use, provided that you do not modify the Content in any way and you keep intact all copyright, trademark, patent and other proprietary notices.

All rights in the trademarks, logos, service marks, slogans, and designs of the Services (“Trademarks”), whether or not appearing in large print or with the trademark symbol, belong exclusively to Eledon and/or its licensors/providers and are protected under trademark and other laws. The use or misuse of these Trademarks is expressly prohibited, and nothing contained on the Services should be construed as granting any license or right to use any Trademark without the prior written permission of the party that owns the Trademark.

If you believe that your work has been copied in a way that constitutes copyright infringement on the Services, please deliver the following information to Eledon’s Copyright Agent:

• An electronic or physical signature of the person authorized to act on behalf of the copyright owner
• A description of the copyrighted work that you claim has been infringed
• A description of where the material that you claim is infringing is located on the Services
• Your address, telephone number, and e-mail address so that we may contact you
• 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
• A statement by you, made under penalty of perjury, that the information in your notice to us is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Eledon’s Copyright Agent for notice of claims of copyright infringement on the Services can be reached as follows:

Eledon Pharmaceuticals
Attention: General Counsel
1990 MacArthur Blvd., Suite 550
Irvine, CA 92612

A copy of the notice and supporting materials should also be submitted electronically to info@eledon.com.

Disclaimers

The Services and the Content are not intended to provide professional or medical advice, diagnosis, treatment, disease management, or reliable information. We cannot guarantee the accuracy, completeness, timeliness, or relevance of any of the Content. Without limitation, the Services contain User Content and other third-party Content, and we reserve the right, but accept no obligation to review such Content before it is posted. We disclaim any liability for your reliance on the Services or Content, including to the extent that the Content includes recommendations for management or treatment of a medical condition or its symptoms.

ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROFESSIONAL REGARDING YOUR SPECIFIC MEDICAL CONDITION OR SYMPTOMS. NEVER DISREGARD MEDICAL DEVICE, OR DELAY OR REFRAIN FROM SEEKING IT, BECAUSE OF SOMETHING YOU HAVE READ OR SEEN ON THE SERVICES OR IN THE CONTENT. YOU ARE RESPONSIBLE FOR CONSULTING WITH YOU PHYSICIAN OR HEALTHCARE PROVIDER REGARDING YOUR MEDICAL TREATMENT.

THE SERVICES AND THE CONTENT ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS. ELEDON, ITS LICENSORS/PROVIDERS AND THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, THE CONTENT, THE PRIVACY POLICY OR THE TERMS OF USE. SPECIFICALLY, BUT WITHOUT LIMITATION TO THE FOREGOING, ELEDON, ITS LICENSORS/PROVIDERS AND THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS MAKE NO REPRESENTATION OR WARRANTIES ABOUT THE SECURITY OF THE SERVICES OR ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS, SUITABILITY OR TIMELINESS OF THE SERVICES OR THE CONTENT, INCLUDING WITHOUT LIMITATION USER CONTENT, OTHER CONTENT, OR THE CONTENT OF ANY SITE OR SITES LINKED TO THE SERVICES.

ELEDON, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, REPRESENTATIONS AND WARRANTIES REGARDING ACCURACY, TIMELINESS, COMPLETENESS, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. IF YOU RELY ON THE SERVICES AND/OR ANY CONTENT OR MATERIALS MADE AVAILABLE THROUGH THE SERVICES, YOU DO SO SOLELY AT YOUR OWN RISK.

Links to Third-Party Sites

The Services may include links to third-party sites. You may access these sites directly or through the Services. Links from the Services to third-party sites are provided solely for your convenience. You understand that should you leave the Services via a link, the content of that third-party site is not provided or endorsed by Eledon, and Eledon has not reviewed or approved the terms of use or other policies governing such sites. Eledon does not monitor, make any representation with respect to or assume any liability for any third-party sites, including, without limitation, any products or services that are advertised or made available for purchase through such sites.

Privacy and Cookie Policy

In our Privacy Policy you can find more information on which personal data we collect from you, for which purpose and on which legal basis. We also explain which rights you have in connection to your personal data. You can find more information about our privacy practices by visiting our Privacy Policy at Privacy Policy.

In our Cookie Policy we explain the use of cookies and similar technologies on our websites. You can find more information about which cookies we collect by visiting our Cookie Policy at Cookies Policy.

Your Account

You may need register and create an account to use some of the Services. You may provide certain information during the registration process, which you agree to keep accurate and updated. You are responsible for safeguarding your account, so use a strong password and limit its use to this account.

You are responsible for all usage and activity on your account, including use of the account by any third party authorized by you to use your account. You are responsible for all User Content posted under your account, including any liability for harm caused by such User Content.

You must be 18 years or older and located in the United States to use the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at our sole discretion.

Prohibited Conduct

You may not access or use, or attempt to access or use, the Services to take any action that could harm Eledon or any third party, interfere with the operations of the Services, or use the Services in a manner that violates any laws. Without limitation, you may not:

• Access parts of the Services to which you are not authorized, or attempt to circumvent any restrictions imposed on your use or access of the Services;
• Violate any individuals’ privacy, intellectual property, or other rights;
• Engage in unauthorized “scraping” or spidering, or harvesting of personal information, or use any unauthorized automated means to compile information;
• Take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure;
• Use any device, software, or routine to interfere or attempt to interfere with the proper workings of the Services or any activity conducted on the Services;
• Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services;
• Engage in any other conduct that restricts or inhibits any other person from using or enjoying the Services;
• Take any action that violates or threatens our system or network security.

Violations of these Terms of Use may result in civil or criminal liability. We may investigate violations of these Terms of Use and we may also work with law enforcement authorities to prosecute users who violate the Terms of Use.

User Content on the Services

The Services may enable you to post content and communicate with others, including via our interactive forums and chat features (“User Content”).

You are responsible for the accuracy of any User Content that you post. You agree not to post any User Content that is illegal, obscene, indecent, violent, threatening, abusive, harassing, defamatory, infringing of intellectual property rights or otherwise injurious to third parties.

By posting the User Content on the Services, you represent and warrant that you own the copyright in such User Content or that you have a legitimate license to post the User Content, including photographs or other audiovisual material, without any restrictions whatsoever. You further represent and warrant that any User Content you post does not violate or infringe any intellectual property, privacy, or other right of any other individual.

User Content is visible to other users of the Services, and you understand that you should not expect privacy or confidentiality in the User Content you post. You acknowledge and agree that Eledon is under no obligation of confidence to you, and shall not be liable for any use or disclosure of any User Content. Please exercise caution in including any personal information in your User Content. You also agree not to post any User Content that includes any personal information regarding another individual, including health information, without that individual’s affirmative consent and in a manner that does not violate the privacy or other rights of the individual. You also are responsible for providing any such individual with a copy of our Privacy Policy.

You understand that Eledon has the right, but not the obligation, to monitor User Content and to remove User Content that we deem inappropriate for any reason whatsoever without consent. Eledon reserves the right to disclose, at any time and from time to time, any information or User Content for any reason, but, including without limitation where Eledon deems it necessary or appropriate to satisfy any applicable law, regulation, contractual obligation, legal dispute process, or governmental request.

By posting User Content on the Services, you hereby grant Eledon an unrestricted, transferable, sub-licensable, irrevocable, royalty-free, worldwide, and perpetual license to reproduce, distribute, publicly display, make derivative works of, and otherwise use the User Content in any media whatsoever now known or later invented throughout the world for any purpose whatsoever, commercial or not. You hereby disclaim any right to any compensation from Eledon in connection with Eledon’s exercise of its license rights in and to the User Content you have posted on the Services.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ELEDON, ITS LICENSORS/PROVIDERS AND THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE SERVICES, CONTENT, OR ANY LINKED SITES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE. IN NO EVENT SHALL THE AGGREGATE LIABILITY FOR ELEDON, ITS LICENSORS/PROVIDERS AND THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FOR ALL CLAIMS RELATING TO THE SERVICES, CONTENT, OR ANY LINKED SITES EXCEED $50. THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ELEDON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Any claims arising in connection with your use of the Services, including any Content thereon, should be reported and brought to Eledon’s attention as soon as possible and, to the maximum extent permitted by law, you permanently and irrevocably waive your right to bring any claim in connection with your use of the Services or the Content unless you bring it no later than within one (1) year of the date of the event giving rise to such claim occurred.

Indemnity

You agree to indemnify, defend and hold harmless Eledon and all of our successors, assigns and licensees, together with any of their respective officers, directors and employees, against any damages, losses, liabilities, judgments, costs or expenses (including reasonable attorneys’ fees and costs) arising out of claims by a third party relating to your use of the Services (including any Content thereon, including User Content that you may post), or any breach or violation of the Terms of Use or any other terms and conditions contained on the Services.

Governing Law; Mandatory Arbitration

The Terms of Use are subject to the laws of the United States and the State of California, without regard to principles of conflict of laws. You expressly agree that if you dispute the validity or enforceability of the individual arbitration provision and/or class action waiver in these Terms of Use, you shall bring such dispute in the courts of the State of California and you expressly consent and agree to submit to the exclusive personal jurisdiction and venue of such courts.

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU, ON THE ONE HAND, AND ELEDON, ITS LICENSORS/PROVIDERS AND THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ON THE OTHER HAND, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT ELEDON AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU FURTHER AGREE THAT ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY, AND THAT CLASS ARBITRATIONS, CLASS ACTIONS, AND/OR OTHER REPRESENTATIVE ACTIONS ARE NOT PERMITTED. YOU ARE AGREEING TO GIVE UP THE ABILITY TO BRING OR PARTICIPATE IN A CLASS ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR ARBITRATION.

The individual arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) (available from the AAA at www.adr.org), as amended by these Terms of Use. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Eledon will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. The arbitrator will be bound by these Terms of Use, when not in conflict with applicable law, and the arbitrator’s decision will be binding and final, subject only to the limited right of judicial review provided under the Federal Arbitration Act. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms of Use, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. If the arbitrator decides that either the substance of your claim or the remedy you asked for is frivolous or brought for an improper purpose, Eledon may use the AAA Rules to determine whether you are responsible for the filing, administrative and arbitrator fees. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms of Use will preclude you from bringing issues to the attention of federal, state or local governmental agencies, or from seeking public injunctive relief in court where that right cannot be waived under applicable state law.

Termination

Eledon may terminate this agreement for any reason at any time. Eledon reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to and use of the Services, with or without prior notice. Otherwise applicable sections of the Terms of Use shall survive termination. In addition to any termination rights, we reserve the right to enforce and prosecute any violations of the Terms of Use.

No Waiver; Entire Agreement

Eledon’s failure to enforce any provision of the Terms of Use shall not in any way waive our right to enforce subsequently any terms of conditions of these Terms of Use or to act with respect to similar breaches. Unless otherwise specified herein, the Terms of Use constitute the entire agreement between you and Eledon and govern your use of the Services. If any portion of the Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.