Terms of Use

You may use the Site only if you are at least 18 years old and able to form a binding contract with us. The Site is intended for a professional, adult audience and is not directed to children. If you use the Site on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

Your use of the Site is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

We may revise these Terms at any time by posting a revised version and updating the “Last updated” date above. Changes apply prospectively, and your continued use of the Site after they take effect constitutes acceptance. If you do not agree, stop using the Site.

We may also change, suspend, limit, or discontinue the Site or any part of it at any time, with or without notice. We are under no obligation to update any information on the Site, and content may become out of date.

You may access and use the Site for lawful, informational purposes. You agree not to:

• use the Site in any way that violates applicable law;
• attempt to gain unauthorized access to the Site or any related systems or networks, or probe or test their vulnerability;
• interfere with or disrupt the Site, or circumvent any security or access control;
• scrape, crawl, or harvest data from the Site by automated means, or use Site content to train machine-learning or generative-AI models, without our prior written permission;
• frame or mirror the Site, present its content as your own, or remove any proprietary notices; or
• transmit malware or harmful code, or impersonate any person or misrepresent your affiliation.

We may restrict or terminate your access to the Site at any time if we believe you have violated these Terms.

The Site and its contents — including text, graphics, illustrations, photographs, data, layout, source code, and the OncoPrecision name, logo, isotype, and other marks — are owned by OncoPrecision or its licensors and are protected by copyright, trademark, and other intellectual-property laws.

We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and view the Site for your own informational use. All other rights are reserved. No license to any patent, trademark, trade secret, or other proprietary right is granted by implication, estoppel, or otherwise.

Please do not send us confidential or proprietary information. Except under a written confidentiality or material-transfer agreement signed by an authorized OncoPrecision representative, any material you send us through the Site or to an address listed on it — including ideas, proposals, research concepts, compounds, targets, data, protocols, business plans, inventions, and feedback (“Submissions”) — is provided on a non-confidential and non-proprietary basis.

You grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, reproduce, modify, and otherwise exploit your Submissions for any purpose, without restriction, attribution, or compensation. You represent that you have the right to grant that license and that your Submission does not infringe or misappropriate anyone's rights.

We may already be working on, or may independently develop, ideas similar to those in a Submission. Nothing in a Submission creates any obligation of confidentiality, compensation, collaboration, or inventorship on our part, and no confidential relationship arises from your use of the Site. Please do not submit personal health information, patient identifiers, or medical records through the Site.

The Site is provided for general informational purposes about our company, science, and programs. It does not constitute medical, scientific, regulatory, legal, tax, financial, or investment advice, and it is not a substitute for consultation with a qualified professional. Nothing on the Site is intended to diagnose, treat, cure, or prevent any disease, or to recommend any therapy or course of treatment. If you are a patient or caregiver, please discuss your situation with a licensed healthcare professional.

Nothing on the Site is an offer to sell, or a solicitation of an offer to buy, any security, and it is not a prospectus, offering memorandum, or investment recommendation.

OncoPrecision is a preclinical-stage company. Our product candidates — including ONC001 — are investigational. They have not been approved, cleared, or authorized for any use by the U.S. Food and Drug Administration or any other regulatory authority, and their safety and efficacy have not been established.

Nothing on the Site is an offer, promotion, or advertisement of any product candidate, and no statement should be read as a claim that any candidate is safe or effective for any purpose. Preclinical and nonclinical results are not necessarily predictive of results in humans. We are not currently enrolling participants in clinical trials, and the Site is not a recruitment channel for any study.

The Site contains forward-looking statements about our plans, pipeline, expectations, strategy, and prospects that are not statements of historical fact. These statements involve substantial known and unknown risks and uncertainties — including those relating to preclinical results, the timing and outcome of IND-enabling activities and regulatory interactions, manufacturing, intellectual property, competition, and our ability to obtain funding — and actual results may differ materially. Forward-looking statements speak only as of the date made, and we undertake no obligation to update them except as required by law. Do not place undue reliance on them.

The Site may link to third-party websites, publications, and services, including our profiles on social platforms. We provide those links for convenience only, do not control or endorse third-party content or practices, and are not responsible for them. Your use of a third-party site or service is governed by that party's own terms and privacy policy.

To the fullest extent permitted by law, the Site and all content on it are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Site will be uninterrupted, timely, secure, or error-free; that defects will be corrected; that the Site is free of viruses or other harmful components; or that any content is accurate, complete, current, or reliable. Any reliance you place on Site content is at your own risk. Some jurisdictions do not allow the exclusion of certain warranties, so these exclusions apply to the fullest extent permitted.

To the fullest extent permitted by law, in no event will OncoPrecision or its affiliates, officers, directors, employees, agents, or service providers be liable for damages of any kind arising out of or relating to these Terms, the Site, or your access to, use of, or inability to use the Site — including direct, indirect, incidental, special, consequential, exemplary, or punitive damages, and any loss of profits, revenue, business, goodwill, data, or anticipated savings — even if we have been advised of the possibility of such damages.

If applicable law does not permit the full exclusion above, our aggregate liability for all claims relating to the Site will not exceed the total amount, if any, you have paid us for access to the Site in the twelve months before the event giving rise to the claim.

These limitations apply regardless of the theory of liability — contract, warranty, tort (including negligence), strict liability, statute, or otherwise — and apply even if a limited remedy is found to have failed of its essential purpose. They are a fundamental element of the basis of the bargain between us. Some jurisdictions do not allow the limitation of certain damages; in those jurisdictions our liability is limited to the greatest extent permitted by law.

You agree to defend, indemnify, and hold harmless OncoPrecision and its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your use or misuse of the Site, your violation of these Terms or applicable law, or your Submissions. We may assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, and you agree to cooperate with our defense.

Please read this Section carefully — it affects your legal rights, including your right to bring a lawsuit in court, to have a jury decide your claim, and to participate in a class action. In this Section, “Dispute” means any dispute, claim, or controversy between you and OncoPrecision arising out of or relating to these Terms, the Site, or your use of the Site, whether based in contract, tort, statute, or any other legal theory.

Informal resolution first. Before commencing arbitration or any other proceeding, the party raising a Dispute must send written notice describing the Dispute, the facts supporting it, and the relief sought — to info@oncoprecision.bio or the address in Section 17 — and the parties will attempt in good faith to resolve it for 30 days. Completing this process is a condition precedent to commencing arbitration.

Binding individual arbitration. If the Dispute is not resolved informally, you and OncoPrecision agree it will be resolved exclusively by binding, individual arbitration administered by the American Arbitration Association under its then-current Consumer Arbitration Rules, before a single arbitrator, in New York, New York or by videoconference. Payment of filing, administration, and arbitrator fees is governed by those rules. The Federal Arbitration Act governs the interpretation and enforcement of this Section, and an award may be entered as a judgment in any court of competent jurisdiction. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, or enforceability of this Section, except that a court, and not an arbitrator, will decide any dispute about the enforceability or scope of the class-action waiver below.

Exceptions. This Section does not require arbitration of a claim brought and kept in a small-claims court, or of a claim for injunctive or other equitable relief in court to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property or confidential information, or to address unauthorized access to the Site.

Class-action and jury-trial waiver. You and OncoPrecision agree to bring claims against each other only in an individual capacity, and not as a plaintiff, claimant, or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may award relief only in favor of the individual party seeking relief and may not preside over any form of class or representative proceeding. If 25 or more demands raising substantially similar claims are filed against us by or with the coordination of the same counsel, the AAA will administer them in batches of up to 50 claimants, each batch as a single arbitration with one arbitrator and one set of administrative fees. You and OncoPrecision also waive any right to a trial by jury.

You may opt out of this arbitration agreement within 30 days of first using the Site or first accepting these Terms, whichever is later, by emailing info@oncoprecision.bio with your name and a statement that you wish to opt out. Opting out affects only the agreement to arbitrate. Every other provision of these Terms continues to apply, including the class-action and jury-trial waivers above, which continue to apply to any proceeding in court to the fullest extent permitted by law.

If the class-action waiver above is found unenforceable as to a particular claim or request for relief, that claim or request — and only that one — will be severed and may proceed in the courts identified in Section 15, and the remainder of this Section will continue to apply.

To the fullest extent permitted by law, any claim or cause of action arising out of or relating to the Site or these Terms must be commenced within one (1) year after it arose, or it is permanently barred. Time spent in the informal-resolution process required by Section 13 does not count against this period.

Except for the arbitration provisions in Section 13, which are governed by the Federal Arbitration Act, these Terms and any Dispute are governed by the laws of the State of New York and applicable U.S. federal law, without regard to conflict-of-laws principles.

For any Dispute not subject to arbitration, you and we consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York, and waive any objection based on personal jurisdiction, venue, or inconvenient forum.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, reorganization, financing, or sale of assets, or to an affiliate.

No waiver; severability. Our failure to enforce any provision is not a waiver of our right to do so later. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, failing that, severed, and the remaining provisions will continue in full force.

Entire agreement; survival. These Terms, together with the Privacy Policy, are the entire agreement between you and us regarding the Site. They do not supersede any separate written agreement signed by both parties, which controls as to its subject matter. Sections 4 through 8 and 10 through 16 survive any termination of your access to the Site.

Electronic communications. You consent to receive communications from us in electronic form, and agree that electronic communications satisfy any legal requirement that a communication be in writing. Headings are for convenience only.

Questions or notices regarding these Terms can be sent to: