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Terms of Use

PLEASE CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THESE TERMS OF USE(“TERMS”).

These Terms create a binding legal agreement between you and Humacyte Global, Inc. (“Humacyte”) and govern your use of the Humacyte website (the “Site”, and the content and functionality provided via the Site (such content and functionality, together with the Site, collectively, the “Services”)).

PLEASE CAREFULLY REVIEW THESE TERMS AND THE HUMACYTE PRIVACY POLICY (AVAILABLE AT https://humacyte.com/privacy-policy/ (the “PRIVACY POLICY”)) BEFORE USING THE SERVICES. BY USING THE SERVICES (INCLUDING BY VISITING THE SITE OR MAKING ANY OTHER USE OF THE SERVICES), YOU ACCEPT AND AGREE TO BE BOUND BY BOTH THESE TERMS AND ACKNOWLEDGE THAT YOU HAVE REVIEWED THE HUMACYTE PRIVACY POLICY. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE SERVICES. PLEASE NOTE THAT SECTION 11 OF THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS FOR RESOLVING DISPUTES WITH HUMACYTE AND/OR PROVIDERS.

The Services are offered and available only to users who are at least eighteen (18) years of age and reside in the United States. By using the Services, you affirm that you (i) are at least eighteen (18) years of age, (ii) are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms, (iii) have not previously been terminated, removed, or suspended from the Services, and (iv) reside in, and will use the Services only while you are located in, the United States.

Any information made available through the Services, whether provided in text, audio, video, graphical, or other form (the “Service Content”) is provided for general informational purposes only and is not intended to be relied on as a substitute for advice, diagnosis, or treatment by a medical professional. You should always consult a medical professional for any questions regarding a medical condition.

  1. Ownership.

    The Services are owned and operated by Humacyte. You acknowledge and agree that Humacyte and/or Humacyte’s technical, content and service providers (“Providers”) own all right, title and interest in and to the Services, including: (a) all information, data, software, text, displays and visual interfaces, graphics, images, video, and audio, and all other elements of the Services, and the design, selection, and arrangement thereof; and (b) all intellectual property and other legal rights (including, but not limited to, any and all copyrights, patents, patent applications, trade secrets, trademarks and other intangible rights) therein. You may not publish, reproduce, distribute, display, perform, edit, adapt, modify, or otherwise exploit any part of the Services without Humacyte’s written consent. You will not earn or acquire any ownership rights in any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of these Terms or any access to or use of the Services. You agree and understand that Humacyte is not obligated to provide you with access to the Services. You agree that all content provided to you through the Services is owned by Humacyte, Providers and/or other third parties and that you will have no ownership rights in such content.

  2. License Grant and Restrictions.
    1. Subject to your compliance with these Terms, Humacyte hereby grants you a limited, personal, nonexclusive, non-transferable, non-sublicensable and revocable license to access and use the Services on your personal device(s) solely for your personal, noncommercial use, as provided herein. By downloading or using the Services, you acknowledge that: (a) the Services are licensed, not sold to you; and (b) third party terms and fees, such as those from your mobile carrier, may apply to the use and operation of your device in connection with your use of the Services, and that you are solely responsible for any such third party terms and fees.
    2. You may not use the Services for any purpose not expressly permitted by these Terms. You agree to promptly notify Humacyte of any actual or reasonably suspected breach of security that you become aware of involving the Services. You may not publish, reproduce, distribute, display, perform, edit, adapt, modify, create derivative works of, resell, or otherwise exploit the Services or any content distributed thereon under any circumstances.
    3. You may not (i) circumvent or disable any content protection system or digital rights management technology used with the Services, (ii) decompile, reverse engineer, disassemble or otherwise reduce the Services or any software or technology provided to you in connection with the Services, to a human-readable form, (iii) remove identification, copyright, trademark, or other proprietary notices from materials provided on the Services, or (iv) access or use the Services in an unlawful, abusive or unauthorized manner. Any use of the Services not expressly authorized by these Terms is a breach of these Terms and may violate copyright, trademark, or other laws.
  3. Discontinuation of the Services; Termination.
    1. Humacyte reserves the right to permanently or temporarily amend or discontinue the Services at any time, in our sole discretion, without notice to you. To the fullest extent permitted under applicable law, we will not be liable for any change to or any discontinuation of the Services, provided that if Humacyte ceases to operate the Services and terminates your access to the Services accordingly, you will be entitled to a pro-rated refund of any fees that you have paid for use of the Service.
    2. Humacyte may immediately terminate this contract with you and suspend or terminate your access to the Services for any or no reason at any time without notice, including but not limited to, if you fail to comply with any provision of these Terms. Upon termination of your access to the Services, or termination of this contract, Humacyte may at our option delete any data associated with your access to or use of the Services.
  4. Third Party Services and Links.

    The Services may contain links to third party content and integrations with third party platforms, like social media sites. Humacyte does not control, endorse, sponsor, recommend, or otherwise accept responsibility for any loss or damage that may arise from your use of such third party content and integrations. These links and integrations are provided only as a convenience, and Humacyte does not make any representations or warranties with respect to third party links and integrations. Use of any linked third party content and integrations is at your own risk and subject to the terms of use for such third party content.

  5. Limitations on Use of the Services.

    You may not access or use, or attempt to access or use, the Services to take any action that could harm Humacyte, its Providers, or any other third party, interfere with the operation of the Services, or use the Services in a manner that violates any laws. For example, and without limitation, you may not:

    • transfer your access to the Services to any third party;
    • engage in unauthorized “crawling,” “scraping,” or harvesting of content or personal information, or use any other unauthorized automated means to compile information available through the Services;
    • take any action that imposes an unreasonable or disproportionately large load on Humacyte’s network or infrastructure;
    • use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services, including uploading or disseminating any virus, adware, spyware, worm, or other malicious code, or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;
    • attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services;
    • use the Services for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way, such as exposing them to inappropriate content, asking them for personal information, or otherwise;
    • distribute any unauthorized materials or advertise or promote goods or services through the Services without Humacyte’s permission (including, without limitation, by sending spam or any other similar solicitation);
    • engage in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in Humacyte’s sole judgment, exposes Humacyte or any of Humacyte’s users, affiliates, or any other third party to any liability, damages, or detriment of any type, including causing damage to Humacyte’s reputation; or
    • assist any person in doing any of the above.

    Violations of system or network security may result in civil or criminal liability. Humacyte may investigate and work with law enforcement authorities to prosecute users who violate the Terms.

  6. Monitoring and Enforcement.

    We have the right to:

    • take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and
    • terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.

    Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any content on or through the Services.

    However, we cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

  7. Changes to Terms.

    Humacyte may change any of the terms contained herein at any time, in our sole discretion. Please check these Terms periodically so that you are aware of any changes. We will notify you by posting a notice on the Site of any changes to these Terms that materially modify your rights or obligations (“Material Modifications”). Any Material Modifications will be effective upon your acceptance of the modified terms, or upon your continued use of the Services after we post a notice of the changes, whichever is earlier. Changes to these Terms that do not materially modify your rights or obligations will be effective immediately upon publication. However, any disputes arising under these Terms will be resolved pursuant to the version of these Terms in effect at the time the dispute arose.

  8. Feedback

    You agree that any comments, suggestions or feedback you provide regarding your use of the Services (“Feedback”) will become the exclusive property of Humacyte, regardless of the form or platform in which it is delivered. You further agree that Humacyte and Providers may use all or part of your Feedback or any derivative thereof in any manner or media without any remuneration, compensation or credit to you, including to improve the Services and create other products and services. You hereby assign to Humacyte all right, title and interest to your Feedback, including all copyrights therein. To the extent assignment is not permitted, you hereby grant Humacyte a royalty-free, irrevocable, perpetual, non-exclusive, worldwide, fully sublicensable license to exploit the Feedback as described in this section.

  9. Communications with You.

    Humacyte and Providers may communicate with you about the Services, including through one or more third party e-mail or survey services, via methods determined by Humacyte, including through the Services. You consent to receive communications from Humacyte and/or Providers that may: (i) solicit Feedback via e-mail, surveys, bug reports, or other methods Humacyte may determine; (ii) collect additional information regarding issues you report in your Feedback; (iii) notify you of changes to the Services or these Terms; and (iv) tell you about future Humacyte programs, products or services. You agree that any such notices, disclosures, and other communications will satisfy Humacyte’s applicable legal notification requirements. Humacyte recommends that you keep a copy of any electronic communications we send to you for your records. You agree that Humacyte may share your contact information with Providers, and, to the extent necessary to enable such communications, with other third parties.

  10. Disclaimer of Warranties, Limitation of Liability, and Indemnity.
    1. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, AND ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, NEITHER HUMACYTE NOR PROVIDERS MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY AND PRIVACY OF YOUR DATA AND/OR INFORMATION, COMPATIBILITY OR NON-INFRINGEMENT; OR THAT THE SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE; OR AS TO THE ACCURACY, CURRENCY, OR COMPLETENESS THEREOF. NEITHER HUMACYTE NOR PROVIDERS MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY SERVICE PROVIDERS. HUMACYTE IS NOT RESPONSIBLE OR LIABLE FOR ANY DECISIONS YOU MAY MAKE IN RELIANCE ON THE SERVICES OR SERVICE CONTENT, OR FOR ANY DEFECTS OR ERRORS THAT MAY RESULT FROM YOUR PROVISION OF INCOMPLETE OR INACCURATE INFORMATION TO HUMACYTE OR THE SERVICE. YOU EXPRESSLY AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE, OR THE LOSS OF DATA, THAT RESULTS FROM USE OF THE SERVICES
    2. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HUMACYTE, PROVIDERS, OR THEIR AFFILIATES, SUCCESSORS AND ASSIGNS, OR ANY OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, THIRD PARTY SERVICE PROVIDERS (INCLUDING THOSE WHO HELP ADMINISTER AND OPERATE THE SERVICES), AGENTS, AND SUPPLIERS (COLLECTIVELY, THE “LICENSOR PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE, LOSS OF LIFE OR HEALTH, THE CLAIMS OF THIRD PARTIES, AND ANY COST OF ANY SUBSTITUTE SERVICES, ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, EVEN IF THE LICENSOR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. YOU FURTHER WAIVE AND HOLD HARMLESS THE LICENSOR PARTIES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SUCH PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES AS REFERENCED IN SECTIONS 5 AND 6. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE LICENSOR PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE GREATER OF THE ACTUAL AMOUNT YOU PAID FOR THE SERVICES (IF ANY) AND $100, EXCEPT TO THE EXTENT AN APPLICABLE LAW DOES NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THESE TERMS.
    3. YOU FURTHER AGREE TO INDEMNIFY AND HOLD HARMLESS THE LICENSOR PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS, YOUR ACCESS TO, USE OF, OR ALLEGED USE OF THE SERVICES, YOUR FEEDBACK, YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING ANY INTELLECTUAL PROPERTY RIGHTS, OR ANY RIGHTS OF PUBLICITY, CONFIDENTIALITY, OR OTHER PROPERTY OR PRIVACY RIGHT, AND ANY CLAIMS ARISING FROM OR ALLEGING FRAUD, INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, OR CRIMINAL ACTS COMMITTED BY YOU. HUMACYTE RESERVES THE RIGHT TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU. IN SUCH EVENT, YOU SHALL PROVIDE HUMACYTE WITH SUCH COOPERATION AS HUMACYTE REASONABLY REQUESTS.
  11. Arbitration and Class Action Waiver.

    PLEASE READ THIS SECTION CAREFULLY BECAUSE IT MAY AFFECT YOUR LEGAL RIGHTS. APPLCIABLE TO THE FULL EXTENT PERMITTED BY LAW.

    Humacyte and you each agree that any claim, dispute or controversy arising from or related to these Terms or the breach, termination, enforcement, interpretation or validity thereof of or your use of the Services (each, a “Dispute” and collectively, the “Disputes”) will be resolved solely by binding, individual arbitration unless expressly provided otherwise in this Section 11, and not in a class, representative or consolidated action or proceeding. Humacyte and you agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms and that HUMACYTE AND YOU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. This Section 11 shall survive the termination of these Terms.

    1. Exceptions and Opt-out Option. The only exceptions to this Section 11 are the following: (i) you or Humacyte each may seek to resolve an individual Dispute in small claims court if it qualifies; (ii) you or Humacyte each may seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our respective intellectual property rights; and (iii) you may opt out of arbitration entirely and litigate any Dispute individually if you provide us with a signed, written notice of your decision to do so pursuant to Section 11(d) below; however, if you are opting out of an updated version of this arbitration provision, you understand that you will remain subject to the prior version of any arbitration provision to which you had previously agreed.
    2. Initial Dispute Resolution and Notification. You and Humacyte agree that, prior to initiating an arbitration or other legal proceeding, you and Humacyte will attempt to negotiate an informal resolution of the Dispute. To begin this process, and before initiating any arbitration or legal proceeding against Humacyte, you must send a Notice of Dispute (“Notice”) by certified mail to the attention of Humacyte at the following address: Humacyte Global, Inc., Attn: Legal, 2525 E. NC Highway 54, Durham, NC 27713. For purposes of these Terms, initiating an arbitration means filing an arbitration demand (“Demand”).

      Your Notice to Humacyte must contain all of the following information: (i) your full name, address, account, and the email address associated with your account; (ii) a detailed description of the nature and basis of the Dispute; (iii) a description of the relief you want, including any money damages you request; and (iv) your signature verifying the accuracy of the Notice and, if you are represented by counsel, authorizing Humacyte to disclose information about you to your attorney.

      After receipt of your Notice, you and Humacyte shall engage in a good-faith effort to resolve the dispute for a period of 60 days, which both sides may extend by written agreement (“Informal Dispute Resolution Period”). During the Informal Dispute Resolution Period, neither you nor Humacyte may initiate an arbitration or other legal proceeding.

      If the Dispute is not resolved during the Informal Dispute Resolution Period, you may initiate an individual arbitration as provided below.

    3. Conducting Arbitration and Arbitration Rules. Any arbitration must be initiated with and conducted by National Arbitration & Mediation (“NAM”) pursuant to its Comprehensive Dispute Resolution Rules and Procedures and/or its Mass Filing Supplemental Dispute Resolution Rules and Procedures (together, the “NAM Rules”), except as modified by these Terms. The NAM Rules are available at www.NAMADR.org or by calling NAM at 1-800-358-2550. In any instance where the applicable NAM Rules and these Terms are inconsistent, these Terms shall control.

      An arbitration Demand filed with NAM must include a certification signed by the filing party verifying compliance with the Initial Dispute Resolution and Notification requirements and other requirements set out in this Section 11.

      If NAM fails or declines to conduct the arbitration for any reason, we will mutually select a different arbitration administrator. If we cannot agree, a court will appoint the arbitration administrator.

      Any arbitration hearing will be a virtual hearing, unless you and Humacyte agree otherwise in writing.

      The arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement, except that only a court of competent jurisdiction as set forth in Section 13(h) of these Terms (and not an arbitrator) shall have the exclusive authority to resolve any claim that all or part of the Class Action Waiver set forth in Section 11(g) of these Terms or the Mass Filing procedures set forth in Section 11(d) below are unenforceable, unconscionable, void, or voidable.

      The arbitrator may consider but will not be bound by rulings in other arbitrations where you and Humacyte were not both parties.

    4. Mass Filing Procedures. YOU AND HUMACYTE AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF YOU AND HUMACYTE IS WAIVING THE RIGHT TO BRING OR PARTICIPATE IN A MASS ARBITRATION. Humacyte’s receipt of one or more Notice(s) of substantially similar claims brought by or on behalf of 25 or more claimants (including you) within a 60-day period (“Mass Filing”) shall be subject to the additional procedures set forth below. Claims included in a Mass Filing, if not resolved during the Informal Dispute Resolution Period, may proceed only in accordance with the procedures set out below, and subject to the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM Mass Filing Rules”, available at https://www.namadr.com/resources/rules-fees-forms/) to the extent not contrary to these Terms. If a court determines that this Section 11(d) is not enforceable as to your claim, then your claim may only proceed individually in court consistent with these Terms.
      1. Batching. You and Humacyte agree that your and other individuals’ claims deemed by Humacyte a Mass Filing may be filed with NAM in batches of no greater than 50 individuals’ claims at one time, with 25 claims (or half of the total number of claims in a batch, if less than 50) selected by counsel for you and other claimants and 25 claims (or half of the total number of claims in a batch, if less than 50) selected by Humacyte. After your claim is batched and permitted to be filed as a Demand, you and Humacyte agree that selection and appointment of an arbitrator for your Demand shall be governed by the NAM Mass Filing Rules.
      2. First (Bellwether) Batch. The first batch of up to 50 Demands are the Bellwether Arbitrations. If your claim is included in the Bellwether Arbitrations, you and Humacyte shall cooperate with the arbitrator assigned to your arbitration to resolve your claim within 120 days of the initial pre-hearing conference.
      3. Stay of Filing of Other Claims. If your claim is not among those selected for the Bellwether Arbitrations, your claim cannot be filed until it is assigned to a batch and authorized to be filed in a later stage of this process. No arbitration fees will be assessed on you or Humacyte in connection with your claim unless and until it is assigned to a batch and authorized to be filed with NAM.
      4. Mediation. After the Bellwether Arbitrations are completed, if your claim remains unresolved, you and Humacyte agree to mediate your claim along with any other unresolved claims included in the Mass Filing (“Global Mediation”). The mediator will be selected according to the procedure set forth in the NAM Rules, and Humacyte will pay the mediator’s fees. The Global Mediation shall be completed within 120 days of the selection of a mediator, unless extended by written agreement between you and Humacyte.
      5. Election To Proceed in Court. If Global Mediation is not successful in resolving your claim, and 100 or more claims included in the Mass Filing remain unresolved, you or Humacyte may opt out of arbitration and elect to have your claim resolved in court consistent with Section 13(h) of these Terms. You or Humacyte must exercise this election within 45 days of the completion of Global Mediation.
      6. Sequential Arbitration of Remaining Batches. If neither you nor Humacyte opt out of arbitration, another batch of no greater than 50 individuals’ claims will be selected from the Mass Filing, with 25 claims (or half of the total number of claims in a batch, if less than 50) selected by counsel for claimants and 25 claims (or half of the total number of claims in a batch, if less than 50) selected by Humacyte. If your claim is included in this next batch of 50 claims, your claim will be filed with NAM, and you and Humacyte shall cooperate with the arbitrator assigned to your arbitration to resolve your claim within 120 days of the initial pre-hearing conference. The process of batching up to 50 individual claims at a time will continue until the parties resolve all claims included in the Mass Filing. No unbatched claim can proceed to be filed as a Demand until the previous batch has been resolved.
      7. Tolling. For any claim subject to these Mass Filing procedures, any statute of limitations applicable to your claim shall be tolled from the date the Informal Dispute Resolution Period begins until the earlier of (i) the date your arbitration Demand is filed, or (ii) the date you or Humacyte opts out of arbitration pursuant to Section 11(d)(v).
    5. Arbitration Costs. Payment of all arbitration filing fees and costs will be governed by the applicable NAM Rules. If you prevail on your claim in arbitration, Humacyte will reimburse you for any portion of the arbitration filing fees you paid that exceeded the amount you would have paid to file a complaint in a court of competent jurisdiction pursuant to Section 13(h). If Humacyte prevails on your claim in arbitration, and the arbitrator finds that your claim was frivolous or filed in bad faith, the arbitrator may award Humacyte reimbursement from you of Humacyte’s arbitration filing fees and costs.
    6. Offer of Settlement. Each of you and Humacyte may, but is not obligated to, make a written offer to settle your claim at least 14 days before the arbitration hearing date. The amount or terms of any settlement offer may not be disclosed to the arbitrator until after the arbitrator issues an award on the claim. If an award is issued in a party’s favor but is less than the other party’s settlement offer, the arbitrator may order such party to pay the arbitration costs incurred by such other party after its offer was made, unless otherwise prohibited by the underlying law governing your claim.
    7. Class Action Waiver. YOU AND HUMACYTE AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF YOU AND HUMACYTE MAY BRING CLAIMS (WHETHER IN COURT OR IN ARBITRATION) AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, PRIVATE ATTORNEY GENERAL, REQUEST FOR PUBLIC INJUNCTIVE RELIEF, OR REPRESENTATIVE PROCEEDING. This also means that you and Humacyte may not participate in any class, collective, consolidated, coordinated, private attorney general, request for public injunctive relief, or representative proceeding brought by any third party.   Notwithstanding this provision or any other language in these Terms, you or Humacyte may participate in a class-wide settlement. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND UR GREAT TASK WAIVE ANY RIGHT TO A JURY TRIAL.
    8. Effect of Changes on Arbitration. Notwithstanding the provisions of Section 7, if Humacyte modifies any terms of this Section 11 after the date you first accepted these Terms or any subsequent changes to these Terms, you may reject the new changes to this Section 11 by sending us written notice, personally signed by you, by certified mail to the attention of Humacyte at the above address within 30 days of the date such change became effective, as indicated by the “Last Modified” date of the Terms you seek to reject. Even if you reject a change, you will remain subject to this Section 11 of the last version of the Terms you had accepted.
    9. Severability. If, after exhaustion of all appeals, a court finds any part of this Section 11 unenforceable as to any claim or request for a remedy, then you and Humacyte agree to arbitrate all claims and remedies subject to arbitration before litigating in court any remaining claims or remedies; all other claims (or requests for relief) remain subject to this Section 11, and all other Terms shall continue to be enforceable and valid.
  12. Termination. These Terms will become effective on the date of your first acceptance of these Terms and continue in effect until the earliest of: (i) the date upon which Humacyte, in its sole discretion, provides notice to you of termination of these Terms or your access to the Services is terminated (which may occur for any reason); and (ii) your violation or breach of any provisions of these Terms (the “Term”). Upon expiration or termination of these Terms, the rights granted to you under these Terms with respect to the Services will immediately terminate. However, Humacyte’s ownership of your Feedback, as well as the limitations on Humacyte’s liability, the indemnification provisions and the terms pertaining to the dispute resolution process, will survive any expiration or termination of these Terms.
  13. Miscellaneous.
    1. Supplemental Terms. When using the Services, you agree to comply with and are subject to any posted guidelines, rules, or supplemental terms applicable to such services or features, as may be posted from time to time. All such guidelines, rules, or terms are hereby incorporated by reference into the Terms. To the extent that you are asked to review and accept any supplemental terms that expressly conflict with these Terms, the supplemental terms associated with the applicable portion of the Services govern with respect to your use of such portion of the Services to the extent of the conflict.
    2. Section Headers. Section headers are provided for convenience and do not affect the interpretation of any provision or the rights of any party.
    3. Entire Agreement; No Assignment. These Terms, the Privacy Policy, and any other terms expressly incorporated by reference herein form the entire agreement between you and Humacyte regarding your use of the Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Humacyte without restriction. These Terms operate to the fullest extent permissible by law.
    4. No Joint Venture, Partnership, Employment, or Agency Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Humacyte as a result of these Terms or your access to and use of the Services.
    5. Severability. If any provision of these Terms is held to be unlawful, void, or unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
    6. Force Majeure. Humacyte will be excused from performance under these Terms for any period when we were prevented from or delayed in performing any obligations under these Terms, in who or in part, due to circumstances beyond our reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, telecommunications, network, computer, server or Internet downtime, unauthorized access to Humacyte’s information technology systems by third parties, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    7. No Waiver. Humacyte’s failure to enforce any provisions of these Terms or respond to a violation by any party does not waive Humacyte’s right to subsequently enforce any terms or conditions of the Terms or respond to any violations. Nothing contained in these Terms is in derogation of Humacyte’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Humacyte with respect to such uses.
    8. Governing Law; Exclusive Jurisdiction. The Services are intended for use by residents of the United States. We do not intentionally provide access to the Services to individuals located elsewhere. These Terms shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware (without giving effect to conflict of law principles). To the extent a lawsuit or court proceeding is permitted under these terms, you and Humacyte agree that any dispute will be litigated in the state or federal courts located in Durham County, North Carolina, and both of us submit to the personal and exclusive jurisdiction of those courts. By using the Services, you waive any claims that may arise under the laws of other states, countries, territories, or jurisdictions.
    9. Contact. For inquiries or questions regarding these Terms or the Services, please contact Humacyte at customercare@humacyte.com.

      Last Modified: August 1, 2024

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