Terms of Use

AGREEMENT TO TERMS OF USE

Please read the following terms and conditions (“Terms of Use”) before using the Vestal Point Capital, LP (the “Firm” or “Vestal Point”) website (the “Website” or “Site”). Your access to and use of the Website is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and the Firm. The Website is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Website is not available to persons under age eighteen (18). By accessing and using the Website, you accept, without qualification, these Terms of Use. If you do not approve and accept these Terms of Use without qualification, you should exit the Website immediately.

PERSONAL AND NON-COMMERCIAL USE LIMITATION

The Website is for your personal and non-commercial use. The Firm grants you a non-exclusive, non-transferable and limited personal license to access and use the Website, conditioned on your continued compliance with these Terms of Use. You may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Website. You may not link other websites to the Website without the Firm’s prior written permission. You may print one (1) hard copy of the information and download one temporary copy of the information into one (1) single computer’s memory solely for your own personal, non-commercial use and not for distribution, provided that all relevant copyright, trademark and other proprietary notices are kept intact. You may not allow others to use your user name or password to access or use any part of the Website. If your password has been compromised for any reason, you should contact the Firm immediately for a new password. If you provide your password to any third party, you will be solely responsible for any actions taken by such third party using your password. All information on the non-public (i.e., password-restricted) areas of the Website is confidential and private and you may not disclose or distribute such information to any other person for any purpose and is made available solely for your personal use in connection with your investment activities.

You are prohibited from using the Website to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Website for any purpose without the prior written permission of Vestal Point. You may not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website, or bypass any measures that we may use to prevent or restrict access to the Website. Any rights not expressly granted herein are reserved.

NO SECURITIES OFFERING OR INVESTMENT ADVICE

The information on the Website is intended to enable investors to receive information disseminated by the Firm. It is not intended as, and does not constitute, investment advice, or legal or tax advice, or any offer to sell any securities to any person, or a solicitation, or any offer to purchase securities. The information in the Website should not be construed as the Firm’s endorsement, recommendation or sponsorship of any company or security. There are inherent risks in relying on, using or retrieving any information found on the Website, and the Firm urges you to make sure that you understand these risks before using the Website. You should evaluate the information made available through the Website, and you should seek the advice of professionals, as appropriate, to evaluate any opinion, advice, product, service or other information.

The Firm does not provide financial, legal or tax advice. You are encouraged to consult your advisers.

You acknowledge that any of your requests for information are unsolicited and materials on the website do not constitute, nor be construed as, investment advice from the Firm to you, or used as a basis for an investment advisory relationship, or any other client relationship between you and the Firm, any of its affiliates, or its employees. The Firm does not guarantee the suitability or potential value of any particular investment or information source. The Firm may invest or otherwise hold an interest in companies or securities that may be discussed on the Website.

Certain sections of this Website contain performance information, including for vehicles sponsored and/or managed by the Firm ("Funds"). Where indicated, the performance reflects net performance as specified in the applicable documents contained herein. The actual realized value of currently unrealized investments will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, legal and contractual restrictions, any related transaction costs and the timing and manner of sale, all of which may differ from the assumptions and circumstances on which the current unrealized valuations are based. Accordingly, the actual realized values of unrealized investments may differ materially from the values assumed herein. The Firm is not providing investment advice to any user of the Website, and investors should consult with their own advisors and the relevant governing documents before investing. No reliance should be placed on any statements or information contained on the Website. Certain documents herein contain important disclosures and riders – users must review such disclosures in connection with the use of any documents contained here. Past performance is not indicative or a guarantee of future outcomes.

TRUTHFUL INFORMATION

As a condition to your use of the Website, you represent and warrant to, and agree with, the Firm that, all of the information that you provide shall be truthful, accurate and complete.

DISCLAIMERS AND LIMITATION OF LIABILITY

THE FIRM’S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE INFORMATION, SOFTWARE AND SERVICES PUBLISHED ON THIS WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY THE FIRM OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.

THE FIRM AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE SITE AT ANY TIME WITHOUT NOTICE. THE SITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.

THE FIRM AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THIS WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE FIRM AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

YOUR USE OF THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE SITE. IN NO EVENT SHALL THE FIRM AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS WEBSITE OR WITH THE DELAY OR INABILITY TO USE THIS WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE FIRM OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE FIRM AND ANY PERSON CREATING OR TRANSMITTING THE INFORMATION ON THE SITE SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE SITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE SITE.

OWNERSHIP OF CONTENT

The Website and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software (“Content”), are the property of Vestal Point and are protected by U.S. and international copyright laws, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Website are proprietary to the Firm, including all registered and unregistered trademarks and service marks of the Firm. If the Website includes any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners, and are protected by applicable trademark and intellectual property laws. Your use of any Content, whether owned by Vestal Point or any third party, without the Firm’s express written permission, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of the Firm’s copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of Vestal Point.

PRIVACY

To the extent that the Firm collects any information from users of the Website, the collection and use of such information is governed by the Firm’s Privacy Notice, which can be found in its subscription documents, which you should read before providing any information to the Firm.

NO UNLAWFUL OR PROHIBITED USE

As a condition to your use of the Website, you represent and warrant to, and agree with, the Firm that you will not use the Website for any purpose that is unlawful or prohibited by these Terms of Use.

If you believe that any of this Site’s content violates your or a third party’s copyright, please notify Vestal Point at info@vestalpoint.com by providing the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
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 this Site;
Your address, telephone number, and email address;
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; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.

REFERENCES TO PUBLICATIONS AND OTHER COMPANIES

The views expressed in this Website are based in part on publicly available information, including information derived or obtained from (i) filings made with the Securities and Exchange Commission and other regulatory authorities, (ii) portfolio companies in which Vestal Point may have invested, and (iii) from third parties. The Firm recognizes that there may be nonpublic or other information in the possession of the companies discussed herein that could lead these companies and others to disagree with the Firm's conclusions. The Firm has not necessarily sought or obtained consent from any third party to use any statements or information indicated herein as having been obtained or derived from statements made or published by third parties, nor has it paid for any such statements. Information used in documents included on the Website is believed to be reliable and has been obtained from sources believed to be reliable, but no representation or warranty is made, expressed or implied, with respect to the fairness, correctness, accuracy, reasonableness or completeness of the information and opinions contained therein. Additionally, there is no obligation to update, modify or amend any document included on this Website or to otherwise notify a user in the event that any matter stated therein, or any opinion, projection, forecast or estimate set forth therein, changes or subsequently becomes inaccurate.

LINKS TO THIRD PARTY WEBSITES

The Website may contain hyperlinks to websites operated by parties other than Vestal Point, which the Firm may not have been screened or reviewed and which may contain inaccurate, inappropriate or offensive material, products or services. The Firm does not control such websites, and the Firm assumes no responsibility or liability regarding the accuracy, reliability, legality or decency of such third-party websites, content, products or services. Such hyperlinks are provided for your convenience only. The Firm’s inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.

TRANSMISSION TO AND FROM THE WEBSITE

Any communication or other material that you send to the Firm through the internet or post on the Website by electronic mail or otherwise is and will be deemed to be non-confidential as between you and us, and the Firm shall have no obligation of any kind with respect to such information. The Firm will be free to use, for any purpose, and without compensation due or payable to you, any ideas, concepts, know-how, or techniques provided by you to Vestal Point through the Website.

PASSWORDS

If the Firm provides you with a password, you must keep your password and certain Website content confidential. You are solely responsible for maintaining the confidentiality and security of your password. You accept full responsibility for any use of your password. You must notify Vestal Point immediately of any actual or suspected loss, theft, or unauthorized use of your password. You may not disclose any Website content that is contained within any password protected portion of this Website to any third party, except to your financial, legal, or tax advisors, and others with whom you share investment decisions. The Firm is not obligated to inquire as to the authority or propriety of any use of or action taken under your password. Vestal Point will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions.

MODIFICATION AND MONITORING OF WEBSITE

The Firm may, at its discretion, change, modify, add or remove portions of these Terms of Use at any time without notice to you. We suggest that you check these Terms of Use periodically for changes. These Terms of Use can be accessed from the link at the bottom of each page. If you use the Website after we post changes to these Terms of Use, you accept the changed Terms of Use. Vestal Point expressly reserves the right (but not the obligation) to monitor any and all use of the Website.

TERMINATION AND CANCELLATION

Vestal Point may modify or terminate the Website and terminate your access to the Website, without notice at any time and for any reason.

INDEMNITY

You agree, at your own expense, to indemnify, defend and hold harmless the Firm, its parents, subsidiaries and affiliates, and their officers, partners, managers, members, employees, agents, distributors and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in, arising out of or in any way related to your breach of these Terms of Use or the Privacy Notice, your use of the Website or any product or service related thereto, or any of your other acts or omissions.

JURISDICTIONAL ISSUES AND APPLICABLE LAW

Unless otherwise specified, the Firm controls and operates the Website from its offices within the State of New York, United States of America. The Firm does not claim that materials on the Website are appropriate for use in locations other than New York. If you choose to access the Website from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.

Software from the Website is further subject to United States export controls. Software from the Website may not be downloaded or otherwise exported or re-exported outside the United States. By downloading or using such software, you represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory outside of the United States.

These Terms of Use are governed by the laws of the State of New York, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of courts in the City and county of New York, NY which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Website or any product or service related thereto. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

GENERAL

You agree that no joint venture, partnership, employment or agency relationship exists between you and the Firm as a result of these Terms of Use or use of the Website.

The Firm’s performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of Vestal Point’s right to comply with law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by the Firm with respect to such use.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

The Firm may assign the Terms of Use in whole or in part at any time without your consent. You may not assign the Terms of Use or delegate any of your obligations under the Terms of Use, and any purported assignment of the Terms of Use in violation of the Terms of Use is void.

By reviewing or using the information on the Website after accessing the Website, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information on the Website in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as the Firm may amend them online or otherwise from time to time. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Terms of Use constitute the entire agreement between you and Vestal Point with respect to the Website and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Firm with respect to the Website.

You agree to be bound by any agreement or consent you transmit to or through the Website via any media or electronic device, including internet, telephone and wireless devices.

If you have any questions about this Terms of Use, please contact info@vestalpoint.com.