Terms of Use

TERMS OF USE

Last Updated: July 24, 2026

Welcome to the website of Upstream Biotechnology, Inc. (“Upstream,” “Company,” “we,” “us,” or “our”). These Terms of Use govern your access to and use of our website, including its content, functionality, and services (the “Site”).

Please read these Terms of Use carefully before using the Site. By accessing or using the Site, you agree to these Terms of Use. If you do not agree to these Terms, you must not access or use the Site.

Our Privacy Policy describes how Upstream collects, uses, retains, discloses, and protects personal information.

1. Informational and Research-and-Development Status

The Site provides general information about Upstream, its research, technology platform, development programs, scientific foundation, partnerships, and business activities.

Unless expressly stated otherwise, the technologies, seed traits, molecular designs, crop programs, biological mechanisms, research results, performance characteristics, and development timelines described on the Site remain subject to research, testing, validation, regulatory review, partner development, and further modification.

Upstream’s products and technologies are not offered through the Site for public purchase, planting, propagation, distribution, or other commercial use. Nothing on the Site constitutes an offer to sell any seed, plant material, crop input, biological product, technology license, security, or other financial instrument.

Upstream may discuss research collaborations, technology evaluations, licenses, and other commercial relationships with qualified parties. Any such relationship will be governed exclusively by a separately negotiated agreement entered into by duly authorized representatives of the relevant parties.

2. No Scientific, Regulatory, Investment, or Professional Advice

The information on the Site is provided for general informational purposes only. It is not intended to constitute scientific, agronomic, regulatory, legal, financial, investment, medical, or other professional advice.

Descriptions of research findings, biological mechanisms, expected performance, crop resilience, yield preservation, disease resistance, environmental-stress response, or potential commercial applications should not be interpreted as promises or guarantees of performance.

Research and development results may vary depending on the crop, genotype, transformation event, construct, environmental condition, pathogen, geography, agricultural practice, trial design, regulatory requirements, and other factors.

You should not make research, investment, planting, regulatory, commercial, or other decisions solely in reliance on information presented on the Site.

3. Intellectual-Property Rights

The Site and its contents, features, and functionality—including text, graphics, logos, photographs, illustrations, animations, videos, software, data visualizations, designs, page layouts, and the selection and arrangement of those materials—are owned by Upstream, its licensors, or other authorized providers.

These materials are protected by applicable United States and international copyright, trademark, patent, trade-secret, and other intellectual-property laws.

“Upstream Biotechnology,” “SwitchBlade,” the Upstream logo, and related names, designs, product names, and branding may constitute trademarks, service marks, trade names, or other proprietary identifiers of Upstream or its licensors. No right to use any such identifier is granted except with Upstream’s prior written permission.

Nothing on the Site grants, by implication, estoppel, or otherwise, any license or other right under any patent, patent application, copyright, trademark, trade secret, biological material, research program, technology platform, or other intellectual property of Upstream or any third party.

All rights not expressly granted in these Terms are reserved by Upstream.

4. Limited Permission to Use the Site

Subject to these Terms, Upstream grants you a limited, revocable, non-exclusive, and non-transferable right to access and view the Site for lawful personal, internal-business, research-evaluation, or informational purposes.

You may not reproduce, modify, distribute, publicly display, publicly perform, republish, transmit, sell, license, create derivative works from, or commercially exploit Site content without Upstream’s prior written permission, except to the extent expressly permitted by applicable law.

5. Prohibited Uses

You must not:

  • Use the Site for any unlawful, fraudulent, deceptive, misleading, or harmful purpose.

  • Attempt to gain unauthorized access to the Site, its servers, accounts, systems, databases, or connected networks.

  • Introduce malware, malicious code, automated attacks, or other harmful material.

  • Interfere with the operation, availability, integrity, performance, or security of the Site.

  • Circumvent access controls, probe nonpublic systems, obtain unauthorized access to restricted information, or reverse engineer any nonpublic software, database, security feature, or technical system associated with the Site.

  • Use bots, crawlers, scraping tools, data-mining tools, or other automated systems to extract substantial amounts of Site content without Upstream’s prior written permission.

  • Remove or alter any copyright, trademark, attribution, confidentiality, or other proprietary-rights notice.

  • Misrepresent your identity or affiliation with Upstream or imply that Upstream endorses you, your organization, your research, or your products.

  • Use Site content in a manner that infringes or misappropriates Upstream’s or any third party’s intellectual-property or proprietary rights.

  • Export, re-export, transfer, or otherwise make available Site content in violation of applicable export-control, sanctions, or other laws.

  • Use the Site or its content for the training, development, validation, testing, fine-tuning, or improvement of artificial-intelligence systems, machine-learning systems, large language models, biological-design models, or other automated systems without Upstream’s prior written permission.

These restrictions do not prohibit activity expressly authorized by Upstream in writing or activity that cannot lawfully be restricted.

6. Business Inquiries and Unsolicited Submissions

You may contact Upstream regarding research collaborations, technology evaluations, licensing, investment, employment, partnering, media, or other business matters.

Unless information is submitted under an existing written confidentiality agreement entered into by an authorized representative of Upstream, information submitted through the Site or through an email address displayed on the Site will be treated as non-confidential and non-proprietary.

Do not send trade secrets, unpublished patentable concepts, proprietary genetic or biological data, confidential business plans, sensitive research protocols, or other confidential material unless an appropriate written nondisclosure agreement is already in effect.

Upstream has no obligation to review, evaluate, acknowledge, return, or compensate you for unsolicited information, materials, proposals, or ideas.

Submitting an inquiry or communicating with Upstream through the Site or through an email address displayed on the Site does not, by itself, create a contractual, confidential, fiduciary, advisory, agency, partnership, joint-venture, employment, or other special relationship.

Any such relationship must be established through a separate agreement entered into by duly authorized representatives of the relevant parties. Nothing in this section modifies any confidentiality or other obligations arising under an existing agreement.

Personal information submitted through the Site will be handled in accordance with Upstream’s Privacy Policy.

7. Forward-Looking Information

The Site may contain statements concerning anticipated research outcomes, future development activities, technical capabilities, field or greenhouse validation, partnerships, regulatory pathways, financing, commercialization, market opportunities, or other future events.

These statements are based on assumptions, expectations, estimates, and information available to Upstream when the statements are published. They involve scientific, technical, biological, operational, regulatory, commercial, financial, and other risks and uncertainties.

Actual outcomes may differ materially because of factors including experimental failure, biological variability, technical limitations, intellectual-property developments, regulatory changes, partner decisions, financing availability, market conditions, competition, supply constraints, and other circumstances.

Forward-looking information speaks only as of the date it is published. Upstream undertakes no obligation to update forward-looking information except as required by applicable law.

Nothing on the Site constitutes an offer to sell, or a solicitation of an offer to purchase, securities or other investment interests.

8. Third-Party Websites and Publications

The Site may contain links to third-party websites, scientific publications, partner websites, news sources, or other external materials.

These links are provided for convenience and informational purposes only. Upstream does not control and is not responsible for the content, availability, security, accuracy, policies, or practices of third-party websites or services.

A link does not necessarily constitute endorsement, sponsorship, affiliation, or approval.

Accessing a third-party website or service is at your own risk and is subject to that third party’s terms and privacy practices.

9. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

UPSTREAM DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND AVAILABILITY.

UPSTREAM DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

10. Reporting Intellectual-Property Concerns

Upstream respects the intellectual-property rights of others.

If you believe material displayed on the Site infringes your copyright or other intellectual- property rights, please contact us at info@upstreambiotech.com and provide sufficient information to identify:

  • The protected work or right at issue.

  • The material you believe is infringing.

  • The location of the material on the Site.

  • The basis for your claim.

  • Your contact information.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UPSTREAM AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO:

  • Your access to or use of the Site.

  • Your inability to access or use the Site.

  • Your reliance on Site content.

  • Any third-party website, service, or content.

  • Loss of data, profits, revenue, business opportunity, goodwill, or anticipated savings.

  • Unauthorized access to or alteration of information transmitted through the Site.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF UPSTREAM AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS.

These limitations apply regardless of the legal theory asserted and even if Upstream has been advised of the possibility of the relevant damages.

Nothing in these Terms limits liability for fraud, willful misconduct, gross negligence, or any other liability that cannot lawfully be excluded or limited.

Some jurisdictions do not permit certain exclusions or limitations of liability. In those jurisdictions, these provisions apply only to the fullest extent permitted by applicable law.

12. Changes to the Site or These Terms

Upstream may revise the Site and these Terms from time to time.

Revised Terms become effective on the date stated at the top of the revised Terms and apply to use of the Site on and after that date. Where required by applicable law, Upstream will provide additional notice of material changes.

Upstream may suspend, withdraw, discontinue, modify, or restrict access to all or part of the Site at any time without notice.

Upstream will not be liable for any delay, interruption, or failure in the operation or availability of the Site resulting from circumstances beyond its reasonable control, including natural disasters, governmental action, labor disputes, telecommunications or internet failures, cyberattacks, or other force majeure events.

13. Governing Law and Jurisdiction

These Terms and any dispute arising from or relating to the Site will be governed by the laws of the State of North Carolina, without regard to its conflict-of-laws principles.

Except where exclusive jurisdiction is prohibited by applicable law, any legal action arising out of or relating to the Site or these Terms must be brought exclusively in the state courts located in Durham County, North Carolina, or in the United States District Court for the Middle District of North Carolina. Each party consents to the personal jurisdiction of those courts.

14. Severability, Waiver, and Entire Agreement

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in effect.

Upstream’s failure to enforce any provision will not constitute a waiver of that provision or of its right to enforce the provision later.

These Terms constitute the entire agreement between you and Upstream solely concerning your access to and use of the Site.

These Terms do not amend, replace, or supersede any nondisclosure agreement, license agreement, research collaboration agreement, employment agreement, financing document, or other written agreement between you and Upstream.

The Privacy Policy describes Upstream’s information practices and is not incorporated as a contractual term except to the extent required by applicable law.

The provisions concerning intellectual property, unsolicited submissions, disclaimers, limitations of liability, governing law, dispute resolution, and any other provisions that by their nature should survive termination will survive termination of these Terms.

15. Contact Information

Questions regarding these Terms may be directed to:

Upstream Biotechnology, Inc.

701 W. Main St., Suite 200

Durham, NC 27701

Email: info@upstreambiotech.com