Terms of Use

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY.

Definitions

In these Terms of Use:

• “we,” “our,” and “us” means Merus N.V., a public company with limited liability (naamloze vennootschap) incorporated and existing under the laws of the Netherlands, having its registered offices at Yalelaan 62, 3584 CM, Utrecht, the Netherlands, and Merus US, Inc., a Delaware corporation and wholly-owned subsidiary of Merus N.V., (together, “Merus”);
• “you” and “your” means a user of the websites at https://nrg1com.wpengine.com and https://merus.nl/ and all of its individual URLs, Internet address locations, sites, and pages as well as the material provided in, or, or associated with same (collectively, the “Website”).

Acceptance of the Terms of Use

Your access to and use of the “Website” is subject to all of the following terms and conditions and all applicable laws.  By accessing and browsing the Website, you accept and agree to, without limitation or qualification, the Terms of Use and acknowledge that any other agreements between you and us are superseded and of no force or effect with respect to your access and use of the Website.  If you do not agree with these Terms of Use, in any respect, you must not use the Website.

Amendment of Terms of Use

We may amend these Terms of Use at any time in our sole discretion.  If we do, we will publish the changes on the Website.  You are bound to any such amendments and it is your responsibility to check the Website periodically for changes to these Terms of Use.  Amendments to these Terms of Use will take effect immediately upon publication of the amendments on the Website, and will govern the relationship between you and us with respect to your use of the Website going forward.  If you do not agree with the amended Terms of Use, you must not continue to use the Website.

Scope of use

In addition to the other terms and conditions in these Terms of Use, you agree not to:

• Use or access the Website for any fraudulent or unlawful purpose;
• Use or access the Website to impersonate any person or entity;
• Interfere with or disrupt the operation of the Website or access to it;
• Transmit or otherwise make available in connection with the Website or access to it any harmful computer code, file, or program;
• Restrict or inhibit the ability of any other person to access or use the Website;
• Modify, adapt, or translate any portion of the Website;
• Remove, obscure, or modify any copyright, trademark, or other proprietary rights notice from the Website;
• Distribute, modify, transmit, reuse, repost, or use the content of the Website for public or commercial purposes, including the text and images, without our advance written permission.

Forward-Looking Statements

The Website may contain forward-looking statements, within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which involve significant risks and uncertainties, including those discussed in our most recent Form 20-F and in our other periodic reports filed with the SEC, and actual results may vary materially.  We provide this information based on the current information available when the statements were made and do not undertake any obligation to update any forward-looking statements contained on the Website as a result of new information, future events, or otherwise.

Links

From time to time, the Website may include links to third-party websites.  These links are provided for your convenience only and do not signify that we endorse such third-party websites.  We do not review such third-party websites and you acknowledge and agree that:

• We are not responsible for such websites, including the terms on which such websites are made available and the privacy policies of such websites, and do not control their content or availability;
• We make no representation, warranty, or condition, either express or implied, in relation to any goods or services or information received from such websites; and
• If you access any such websites, you do so entirely at your own risk.

Liability Disclaimer

While we use reasonable efforts to include accurate and up-to-date information in the Website, we make no warranties or representations as to its accuracy and we have no obligation to update the Website.  We disclaim any and all liability or responsibility for any errors or omissions in the content of the Website.  Without limiting the foregoing, everything on the Website is provided to you “AS IS” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Your use of the Website is at your risk.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, We are not liable for any direct, incidental, consequential, indirect, or punitive damages arising out of your access to, or use of, the Website, even if we have been advised of the possibility of damages.  We disclaim any and all responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing of the Website or your downloading of any materials, data, text, or images from the Website.

Indemnification

Except as prohibited by law, you will hold us and our officers, directors, employees, and agents harmless for any direct, indirect, punitive, special , incidental, or consequential damage, however it may arise (including attorneys’ fees and all related costs and expenses of litigation and arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted), whether in an action of contract, negligence, or other tortious action, or arising out of or in connection with these Terms of Use, including without limitation any claim for personal injury or property damage, arising from: (i) your use of and access to the Website; (ii) your violation of any of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that you caused damage to a third party.  This obligation will survive these Terms of Use and your use of the Website.

Prohibited Transmissions

Certain areas of the Website may permit you to submit emails or otherwise provide messages to us.  We do not endorse, and specifically disclaim, any responsibility or liability for any content in these emails or messages.  You may not transmit any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law.  In addition, you are prohibited from transmitting any information that: (i) infringes the rights of others or violates their privacy or publicity rights; (ii) is protected by copyright, trademark, or other proprietary right, unless with express written permission of the owner of such right; (iii) contains a virus, bug, or other harmful item; or (iv) is used to unlawfully collude against another person in restraint of trade or competition.  You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from your use of the Website.

User Submissions

Any personal data you submit to us by your use of the Website, by email or by other messages permitted by certain areas of the Website are governed by the Website’s Privacy Statement.  Apart from personal data, any communication or material you transmit to the Website by email or otherwise, including any data, questions, comments, suggestions, or the like is, and will be treated as, non-confidential and non-proprietary.  You understand that any non-personal data you transmit may be used by us without compensation to you or any other person for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and posting.  Further, we are free to use any ideas, concepts, know-how, processes, or techniques contained in any communication you send to us by email or other messages permitted by certain areas of the Website for any purpose whatsoever including, but not limited to, developing, manufacturing, marketing, and selling products and services using such ideas, concepts, know-how, processes, or techniques.  By submitting such information you warrant and represent that you are the owner of all rights in such information.  Under no circumstances shall you use the Website or any of our email or other addresses to send us proprietary or confidential information belonging to a third party.

Medical Disclaimer

The Website may contain information on medical and health-related topics.  This information is for informational purposes only.  The Website does not provide medical advice, healthcare, or other professional advice.  We are not engaged in rendering medical or similar professional services or advice, and the information provided on the Site is not intended to replace medical advice offered by a healthcare provider.

Intellectual Property Rights

The intellectual property rights referenced in the Website and copyright in all material, stored, displayed, and accessible on the Website are either owned by us or duly licensed by third parties.  All such rights are reserved.  Nothing contained on the Website shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any content on the website, including any trademarks, trade names, logos, and service marks displayed on the Website, without advance written permission from us or such third party that may own such intellectual property.

You should assume that everything you see or read on the Website is copyrighted, unless otherwise noted, and may not be used except as provided in these Terms of Use without our advance written permission.  We neither warrant nor represent that your use of materials displayed on the Website will not infringe rights of third parties not owned by or affiliated with us.

The trademarks, trade names, logos, and service marks (collectively, the “Trademarks”) displayed on the Website are registered and unregistered Trademarks of Merus and others.  Your use of the Trademarks displayed on the Website, or any other content on the Website, except as provided in these Terms of Use, is strictly prohibited.

Governing Law

These Terms of Use shall be governed by Delaware law without regard to conflict of law principles.  Any claim or controversy arising out of or related to these Terms of Use or any breach hereof shall be submitted to a court of applicable jurisdiction in Delaware, and you hereby consent to the exclusive jurisdiction and venue of such court.

Miscellaneous

We reserve the right to change the content of the Website at any time without notice to you.  We reserve the right to terminate your access or use of the Website at any time.  These Terms of Use set forth the entire agreement between you and us with respect to the subject matter hereof.  By using the Website, you represent that you are capable of entering into a binding agreement.  The unenforceability or invalidity of any provision in these Terms of Use is severable and shall not affect or impair the rest of our Terms of Use.  You may not assign your obligations to anyone else.  If we fail to enforce any portion of the Terms of Use, it shall not be considered a waiver.