Moderna's Terms and Conditions of Use

Effective November 9, 2018

Please read these terms carefully before accessing or using this website

Information about Us

These Website Terms and Conditions of Use (“Terms”) describe the terms and conditions applicable to your use the website operated by ModernaTX, Inc., a corporation with registered office at 200 Technology Square, Cambridge, MA, 02139, USA (“Moderna”, "we", “our” and “us”) and located at www.modernatx.com (the “Website”). We are a Delaware corporation and have our registered office at 200 Technology Square, Cambridge, MA 02139. All use of or linking to any content on the Website is subject to the terms and conditions contained in these Terms. By accessing or using the Website, you acknowledge that you have read, understood and agreed to these Terms and acknowledge that any prior agreements regarding the use of the Website between you and Moderna are superseded and of no force or effect. If you do not agree to the Terms, do not access or use the Website. By using the Website, you represent that you are at least 18 years old.

You understand and agree that we may change these Terms at any time without prior notice. You may read a current, effective copy of these Terms at any time by selecting the “Terms and Conditions of Use” link on the Website. Moderna may revise these terms at any time without prior notice. Any use of the Website after such date shall constitute your acceptance of such revised terms and conditions. If any change to these Terms is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Website.

Your access to and use of the Website is also subject to Moderna’s Privacy Policy located at https://www.modernatx.com/en-sg/privacy-statement, the terms and conditions of which are hereby incorporated herein by reference.

Use of Information

You may freely browse, access, download or use information from the Website, including any text, images, audio, video and software ("Information") for your own temporary, non-commercial use. You have no rights in or to the Information, and you will not use, copy or display the Information, except as permitted under these Terms. No other use is permitted without our prior written consent. We may own the Information, or portions of the Information may be made available to us through arrangements that we have with third-parties. The Information is protected by United States and foreign intellectual property laws. Unauthorized use of the Information may result in violation of copyright, trademark, and other laws. You may not sell, transfer, assign, license, sublicense, or modify the Information or reproduce, display, publicly perform, make a derivative version of, distribute, transmit, reuse, repost, or otherwise use the Information in any way for any public or commercial purpose without our written permission. You may not use the Website or the Information from the Website (a) in any way that breaches any applicable local, national or international law or regulation; (b) in any way that is unlawful or fraudulent, or that has any unlawful or fraudulent purpose or effect; (c) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam); or (d) to make unauthorized attempts to access any of our systems or third party networks. The use or posting of any of the Information on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of these Terms, your right to access and/or use the Information and Site shall automatically terminate and you shall immediately destroy any copies you have made of the Information. We reserve the right to withdraw, amend or revise the Website without notice. We will not be liable if for any reason our Website is unavailable at any time or for any period. Nothing on this Website will be deemed to constitute an invitation to invest or otherwise deal in shares or other securities in Moderna.

Copyright and Trademarks

You must retain and reproduce each and every copyright notice or other proprietary rights notice contained in the original Information on any copy you make of the Information or in any Information you download. The intellectual property rights in the Website and in the Information are owned by Moderna, our affiliates or our external partners. You should assume that everything you see or read on the Website is copyrighted unless otherwise noted and may not be used without our written permission except as provided in these Terms or in the text on the Website. No links to the Website may be included in any other website without our prior written permission. With the exception of the foregoing limited authorization, no license to or right in the Information, or any copyright of Moderna or of any other party is granted or conferred to you.

The trademarks, service marks, and logos of Moderna (the “Moderna Trademarks”) used and displayed on the Website are registered and unregistered trademarks or service marks of Moderna or its subsidiaries or affiliates. 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 Moderna Trademarks, the “Trademarks”). Nothing on the Website or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right, express or implied, under any Trademark displayed on the Website without the prior written consent of Moderna specific for each and every instance. The Trademarks may not be used to disparage Moderna or any third party, Moderna’s or a third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Links to the Website from other sites should be text-only and use of any Trademarks as part of a link to or from any website is prohibited without Moderna’s prior written consent. All goodwill generated from the use of any Moderna Trademark shall inure to Moderna’s benefit.

Certain elements of the Website are protected by trade dress, trademark, unfair competition, and other U.S., state, federal, and international 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. None of the Information may be retransmitted without the express written consent from Moderna for each and every instance.

Medical Advice

The content on the Website is intended to be a general information resource in regard to the subject matter covered. Moderna does not directly or indirectly practice medicine, render medical advice, or dispense medical services via the Website, and nothing contained in the Website is intended to be instruction for medical diagnosis or treatment. Any information provided should not be considered complete, nor should it be relied on to suggest a basis for diagnosis or course of treatment for a particular individual. Information received from the Website should not be relied upon for personal, medical, legal, technical, or financial decisions. It should not be used in place of a visit, call, consultation or the advice of your physician or other qualified healthcare provider. Should you have any healthcare related questions, please consult with your physician or other qualified healthcare provider promptly.

Links

This Website may contain links to websites operated by other parties (“External Sites”). The External Sites are not under the control of Moderna, and Moderna is not responsible for the content available on any External Sites. Such links do not imply Moderna’s referral or endorsement of material on External Sites or of any other entity, item or service, and Moderna disclaims all liability with regard to your access to External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. Moderna provides links to External Sites as a convenience to users, and access to any External Sites linked to this Website is at your own risk.

Forward-Looking Statements

The Website contains express or implied forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, that are based on beliefs and assumptions and on information currently available to Moderna’s management. These statements relate to, among other things, Moderna’s expectations regarding plans, objectives, strategies, future operating or financial performance, business plans and prospects, and expectations regarding clinical trials, development timelines, discussions with regulatory authorities, development programs, development candidates and investigational medicines under development by Moderna and by Moderna’s strategic collaborators. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Such statements are based on Moderna’s management’s current expectations and are subject to certain factors, risks and uncertainties that may cause actual results to differ materially from those referred to or implied in such statements. The information presented on the Website is believed to be current as of the date of its original publication. The forward-looking statements on this Website are neither promises nor guarantees, and you should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties and other factors, many of which are beyond Moderna’s control and which could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Moderna does not intend to update any forward-looking statements appearing on the Website in the event of changing circumstances or otherwise, and such statements are current only as of the date they are made.

Please note that while Moderna’s filings with the United States Securities and Exchange Commission are available on or through Internet links contained on the Website, no information contained on or available through the Website is incorporated by reference into or considered to be part of such filings.

Updates

Moderna may make changes, corrections and/or improvements to the Information, and to the products and programs described in such Information, at any time without notice. Although we attempt to periodically update the Website, the Information, materials and services provided on or through the Website may occasionally be inaccurate, incomplete or out of date and are provided on an “AS IS” and “AS AVAILABLE” basis. Moderna does not have a duty to update information contained in the Website, and Moderna will not be liable for any failure to update such information. We make no representation as to the completeness, accuracy or currency of any information on the Website, and we undertake no obligation to update or revise the information contained on the Website, whether as a result of new information, future events or circumstances or otherwise. It is your responsibility to verify any information contained in the Website before relying upon it.

Disclaimer of Warranties

MODERNA, ITS SUBSIDIARIES AND OTHER AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, STRATEGIC COLLABORATORS, AND LICENSORS (COLLECTIVELY, THE “MODERNA PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS AND DO NOT GIVE ANY UNDERTAKINGS, EITHER EXPRESS OR IMPLIED, ABOUT THE WEBSITE OR THE INFORMATION (INCLUDING, WITHOUT LIMITATION, THE TIMELINESS, CURRENCY, ACCURACY, COMPLETENESS OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE INFORMATION OR THAT THE RESULTS WHICH MAY BE OBTAINED FORM THE USE OF THE WEBSITE WILL BE ERROR FREE OR RELIABLE.)

Limitation of Liability

THE MODERNA PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF ACCESS TO, USE OF OR INABILITY TO USE THIS WEBSITE, OR ANY ERRORS OR OMISSIONS IN THE INFORMATION INCLUDING, WITHOUT LIMITATION ANY LIABILITY FOR (I) LOSS OF INCOME OR REVENUE, (II) LOSS OF BUSINESS OR BUSINESS INTERRUPTION, (III) LOSS OF PROFITS OR CONTRACTS, (IV) LOSS OF ANTICIPATED SAVINGS, (V) LOSS OF DATA, (VI) LOSS OF GOODWILL, (VII) WASTED MANAGEMENT OR OFFICE TIME; AND (VIII) FOR ANY OTHER LOSS OR DAMAGE OF ANY KIND, HOWEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. ADDITIONALLY, THE MODERNA PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION, FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU USE THE WEBSITE AND THE INFORMATION AT YOUR OWN RISK.

THE MODERNA PARTIES DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR FREE OR THAT THE WEBSITE, ITS SERVER, OR THE INFORMATION ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE OR THE INFORMATION RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO MODERNA PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

THE WEBSITE AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE MODERNA PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

Some jurisdictions do not allow the disclaimer or exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Some of the
disclaimers, exclusions or limitations of liability, and/or other similar statements in these
Terms may not apply to you or be enforceable with respect to you. We also do not assume any responsibility, and will not be liable, for any damages to, or viruses that may infect, your
computer equipment or other property on account of your access to, or use of, the Information. Moderna reserves the right to discontinue the Website at any time without notice and without liability

Information You Supply to Us

Any communication or material you transmit to us by electronic mail or otherwise, including any data, questions, comments, suggestions or the like is, and will be treated as, non-confidential and nonproprietary, and Moderna shall have no obligation of any kind with respect to such information. Anything you transmit or post becomes the property of Moderna and may be used by Moderna and any of its subsidiaries, affiliates, strategic collaborators and third-party service providers for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Moderna and its subsidiaries, affiliates, strategic collaborators and third-party service providers are free to use, without compensation to you, any ideas, concepts, know-how, or techniques contained in any communication you send to the Website for any purpose whatsoever including, but not limited to, researching, developing, manufacturing and marketing products using or incorporating such information. Any information submitted or provided by you to the Website might be publicly accessible. Important and private information should be protected by you. Moderna is not liable for protection of privacy of email or other information transferred through the Internet or any other network that you may use.

Worldwide Products

The Website may contain information on our current or potential future worldwide products and services, not all of which are available in every location. A reference to a product or service on the Website does not imply that such product or service is or will be available in your location. The products referred to on this website may be subject to different regulatory requirements depending on the country of use. Consequently, visitors may be notified that certain sections of the Website are intended only for certain kinds of expert users or only for audiences in certain countries. You should not construe anything on the Website as a promotion or advertisement for any product or for the use of any product that is not authorized by the laws and regulations of your country of residence.

Applicable Law

You are solely responsible for ensuring compliance with the laws of your specific jurisdiction. The Website can be accessed from every U.S. state, as well as from other countries around the world. Each of those places has laws that may differ from those of Massachusetts, where Moderna is located. By accessing the Website, you and Moderna agree that the laws of The Commonwealth of Massachusetts, without regard to its conflicts of laws principles, will apply to all disputes based on, arising out of, or relating to your use of the Website or any information it contains. With respect to such disputes, you and Moderna also agree and hereby submit to the exclusive personal jurisdiction and venue of any court located in Boston, Massachusetts.

You will comply with any applicable export restrictions under any applicable export control laws and not to export or re-export any of the Information to countries or persons prohibited under such export control laws. If you are in a country where such export is prohibited or are a person or entity for which such export is prohibited, you may not download any Information. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Information.

The Information is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Website or Information by the U.S. Government constitutes acknowledgement of our proprietary rights in the Website and Information.

If any provision of these Terms is found to be unlawful, invalid or unenforceable by any court having competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. Failure of Moderna to act on or enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision in these Terms. No waiver shall be effective against Moderna unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Moderna and you in writing, these Terms constitute the entire agreement between you and Moderna with respect to the subject matter and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. Moderna may assign its ownership, control, or other rights to any party at any time without notice to you.

These terms will inure to the benefit of our successors, assigns, licensees, and sublicensees.