Terms of Use

Effective date: September 24, 2026

Welcome to CITY THERAPEUTICS. These Terms of Use (these “Terms”) govern your use of our website available at www.citytx.com (together with any successor site and subdomains, the “Website”) and all content and materials made available thereon (the “Service(s)”) made available by City Therapeutics, Inc. (“CITY THERAPEUTICS”, “we” and “us”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:

Email: info@citytx.com

Address:  399 Binney Street, Cambridge, Massachusetts 02142, United States of America

Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.

If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

Please read these Terms carefully. They cover important information about Services provided to you. These Terms include information about future updates to the Services, and limitations of liability.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO YOUR AGREEMENT TO THESE TERMS.  IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

Forward-Looking Statements

The Services contain express or implied forward-looking statements, which are based on current expectations of management. These statements relate to, among other things, management’s anticipated future expectations, plans, prospects, and future operating results, including statements regarding the advancement of CITY THERAPEUTICS’ product candidates through preclinical and clinical development; the initiation, timing, progress and results of its research and development programs, preclinical studies and clinical trials, and the effectiveness of its City Platform; the ability of its clinical trials to demonstrate the safety and efficacy of its product candidates; the timing, scope and likelihood of regulatory filings and approvals; its business model and strategic plans for its programs and current and future product candidates; its ability to obtain additional funding to finance its operations and to successfully manufacture, supply and commercialize its product candidates, if approved; and its plans and expectations regarding collaboration and licensing agreements, among other things. Such forward-looking statements may be identified by the use of the following words, among others: “believes,” “expects,” “may,” “will,” “plan,” “should” or “anticipates,” or comparable words and their negatives. You should not place undue reliance on forward-looking statements because these statements are neither promises nor guarantees and are subject to a variety of known and unknown risks, uncertainties and other factors, many of which are beyond CITY THERAPEUTICS’ control, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. In particular, the risks and uncertainties include, among other things, risks related to the need for substantial additional capital to develop CITY THERAPEUTICS’ pipeline and to advance its research, preclinical studies and clinical trials; risks related to its ability to successfully complete clinical development of, and obtain regulatory approval for, its product candidates; risks related to whether the results of its preclinical studies and earlier clinical trials will be predictive of later clinical trial results; risks related to its ability to establish and maintain intellectual property protection for its product candidates; and risks related to developments involving its competitors, its industry and RNAi therapeutics generally. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. Except as required by law, we assume no obligation to update any forward-looking statements contained in the website in the event of changing circumstances or otherwise, and such statements are current only as of the date they are made.

Updates

We may make improvements and/or changes to the Services at any time. Although we attempt to periodically update the information on this Website, the information and materials and services provided on or through the Website may occasionally be inaccurate, incomplete or out of date. We do not have a duty to update information contained on the Website, and we will not be liable for any failure to update such information. We make no representation as to the completeness, accuracy or currentness 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 on the Website before relying upon it.

Privacy

We will process your personal information in accordance with our Privacy Policy .

We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at info@citytx.com.

Restrictions

You represent, warrant, and agree that you will not

(a) attempt, in any manner, to obtain the password, account, or other security information from any other user;

(b) violate the security of any computer network, or crack any passwords or security encryption codes;

(c)  run Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

(d) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);

(e) copy or store any significant portion of the Content;

(f)  modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly permitted hereunder), create derivative works based on, or otherwise exploit any of the Services’ or

(g) decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including CITY THERAPEUTICS') rights.

Subject to these Terms, we grant you a limited, worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that CITY THERAPEUTICS owns the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in these Terms still apply.

Links

This website may contain links to websites operated by other parties. The linked sites are not under our control, and we are not responsible for the content available on any other Internet sites linked to this website. Such links do not imply our endorsement of material on any other site, and we disclaim all liability with regard to your access of such linked websites. We provide links to other Internet sites as a convenience to users, and access to any other Internet sites linked to this website is at your own risk.

CITY THERAPEUTICS has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, CITY THERAPEUTICS will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service tat you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Additionally, the Website Content may contain scientific publications and articles that were written and published by persons not affiliated with us. The views expressed in the articles are those of the author and do not reflect our views. Additionally, the information contained in these articles may not be current, and we have no obligation to correct or to update the information contained in these articles.

What else do I need to know?

Warranty Disclaimer. CITY THERAPEUTICS and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (CITY THERAPEUTICS and all such parties together, the “CITY THERAPEUTICS Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the CITY THERAPEUTICS Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. THE SERVICES AND CONTENT ARE PROVIDED BY CITY THERAPEUTICS (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE CITY THERAPEUTICS PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. You agree to indemnify and hold the CITY THERAPEUTICS Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services, and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without CITY THERAPEUTICS' prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with CITY THERAPEUTICS and limits the manner in which you can seek relief from CITY THERAPEUTICS. Both you and CITY THERAPEUTICS acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, CITY THERAPEUTICS' officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Middlesex County, Massachusetts. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. CITY THERAPEUTICS will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. CITY THERAPEUTICS will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(c) Small Claims Court; Infringement. Either you or CITY THERAPEUTICS may assert claims, if they qualify, in small claims court in Middlesex County, Massachusetts or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

(d) Waiver of Jury Trial. YOU AND CITY THERAPEUTICS WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and CITY THERAPEUTICS are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and CITY THERAPEUTICS over whether to vacate or enforce an arbitration award, YOU AND CITY THERAPEUTICS WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor CITY THERAPEUTICS is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 399 Binney Street, Cambridge, Massachusetts 02142 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or CITY THERAPEUTICS to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and CITY THERAPEUTICS agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Middlesex County, Massachusetts, or the federal district in which that county falls.

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with CITY THERAPEUTICS.

Modifications.

We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time.  If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised.  Your use of the Services after the date any such changes become effective constitutes your acceptance of the revised Terms.

Miscellaneous.

The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and CITY THERAPEUTICS agree that these Terms (and any Additional Terms that may apply to the Services) are the complete and exclusive statement of the mutual understanding between you and CITY THERAPEUTICS, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of CITY THERAPEUTICS, and you do not have any authority of any kind to bind CITY THERAPEUTICS in any respect whatsoever.  Except as expressly set forth in the section above regarding the arbitration agreement, you and CITY THERAPEUTICS agree there are no third-party beneficiaries intended under these Terms.