Terms of Use Last updated: November 30, 2020 1. Acceptance of the Terms and Conditions. 1.1 Relay Therapeutics, Inc. (herein referred to as “Relay Therapeutics,” “we,” “us,” or “our”) provides its services and related content to you through its website located at www.relaytx.com (including any updated or new features, functionality or technology, the “Website”). All access to and use of the Website is subject to the terms and conditions contained in this Terms of Use Agreement (as amended from time to time, the “Agreement”). Please read this Agreement carefully. By accessing, browsing or otherwise using the Website, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not access, browse or use the Website. 1.2 You understand and agree that we may change this Agreement at any time without prior notice. You should periodically visit this page to review the current Agreement so you are aware of any revisions. You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Use” link on the Website. The revised terms and conditions will become effective at the time of posting. Any use of the Website after such date shall constitute your acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Website. 1.3 Your access to and use of the Website is also subject to our Privacy Policy, the terms and conditions of which are hereby incorporated herein by reference. 2. Forward-Looking Statements This Website contains express or implied forward-looking statements, which are based on current expectations of management. These statements relate to, among other things, our expectations regarding management’s plans, objectives, and strategies. These statements are neither promises nor guarantees but are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. We assume no obligation to update any forward-looking statements appearing on this Website in the event of changing circumstances or otherwise, and such statements are current only as of the date they are made. 3. Updates We may make improvements and/or changes to this Website at any time. Although we attempt to periodically update information on this Website, the information, materials and services provided on or through this Website may occasionally be inaccurate, incomplete or out of date. We do not have a duty to update information contained in this Website, and we 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 this Website, and we undertake no obligation to update or revise the information contained on this Website, whether as a result of new information, future events or circumstances or otherwise. It is your responsibility to verify any information contained in this Website before relying upon it. 4. Use of the Website. 4.1 This Website contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third parties. The Content is protected by United States and foreign copyright, patent, trademark, trade secret, or other intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. You may not modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Website or the Content. The use or posting of any of the Content on any other Website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Website shall automatically terminate and you shall immediately destroy any copies you have made of the Content. 4.2 The trademarks, service marks, and logos of Relay Therapeutics (the “Relay Therapeutics Trademarks”) used and displayed on this Website are registered and unregistered trademarks or service marks of Relay Therapeutics. 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 Relay Therapeutics Trademarks, the “Trademarks”). Nothing on this Website or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Website without the prior written consent of Relay Therapeutics specific for each such use. The Trademarks may not be used to disparage Relay Therapeutics or the applicable third-party, Relay Therapeutics’ or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any Website is prohibited without Relay Therapeutics’ prior written consent. All goodwill generated from the use of any Relay Therapeutics Trademark shall inure solely to our benefit. 4.3 You agree not to: (a) take any action that imposes an unreasonable load on the Website’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Website, (d) delete or alter any material posted on the Website by Relay Therapeutics or any other person or entity, or (e) frame or link to any of the materials or information available on the Website. 4.4 The Website may contain links to third-party Websites (“External Sites”). Your access to and use of the External Sites may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate or create separate accounts to use certain services on the websites or via the technology platforms of their respective providers. These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such 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. If you decide to access any External Sites, you do so at your own risk. 4.5 Certain elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal 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, except as otherwise expressly permitted by this Agreement. None of the Content for this Website may be retransmitted without the express written consent from Relay Therapeutics for each and every instance. 4.6 Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Website or Content (“Submissions”), provided by you to Relay Therapeutics are non-confidential and we will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution or compensation to you. 5. Medical Advice. The content on this Website is intended to be a general information resource about the subject matter covered. We do not directly or indirectly practice medicine, render medical advice, or dispense medical services via this Website, and nothing contained in this 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 course of treatment for a particular individual. Information received from this 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. 6. Limitation of Liability and Disclaimer of Warranties. 6.1 RELAY THERAPEUTICS, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “RELAY THERAPEUTICS PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. RELAY THERAPEUTICS PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEBSITE AND THE CONTENT AT YOUR OWN RISK. THE RELAY THERAPEUTICS PARTIES DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO RELAY THERAPEUTICS PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS. THE WEBSITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE RELAY THERAPEUTICS 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. 6.2 IN NO EVENT SHALL ANY RELAY THERAPEUTICS PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH RELAY THERAPEUTICS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL RELAY THERAPEUTICS PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100). 6.3 Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE RELAY THERAPEUTICS PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. 7. Indemnification. You agree to defend, indemnify, and hold harmless the Relay Therapeutics Parties from and against any losses, damages, expenses, rights, claims, actions of any kind, injury (including death) or demands, including, without limitation, reasonable legal and accounting fees, arising from or related to (a) your breach of this Agreement, (b) your violation of any rights of another or (c) your access to, use or misuse of the Content or Website. We shall provide notice to you of any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter. You may not settle or compromise any claim against Relay Therapeutics Parties without our prior written consent. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, which if known by him or her, must would have materially affected his or her settlement with the debtor or releasing party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine. 8. Termination of the Agreement. We reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to all or any part of the Website or the Content at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website or the Content at any time without prior notice or liability. 9. User Must Comply with Applicable Laws. 9.1 This Website is based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. 9.2 The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content. 10. U.S. Government Restricted Rights. The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the 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 Content by the Government constitutes acknowledgement of our proprietary rights in the Website and Content. 11. Miscellaneous. This Agreement is governed by the internal substantive laws of the Commonwealth of Massachusetts, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in Suffolk County in the Commonwealth of Massachusetts. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. You may not assign or transfer this Agreement without Relay Therapeutics’ prior written consent. Failure of Relay Therapeutics to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against Relay Therapeutics 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 Relay Therapeutics and you, this Agreement constitutes the entire Agreement between you and Relay Therapeutics 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. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Website might be publicly accessible. Important and private information should be protected by you. We are not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use. Who We Are Our Team Dynamo Platform Pipeline Patients Investors & Media Careers Contact Relay Therapeutics 399 Binney Street, 2nd Floor Cambridge, MA 02139 info@relaytx.com (617) 370-8837 © Relay Therapeutics 2020 Privacy Policy Terms of Use