TERMS OF USE

I. Introduction

Please carefully read these terms of use (the “Terms of Use”) and our Privacy Policy before using this web site, [insert web site address] (the “Web Site”), which is owned and operated by Regenacy Pharmaceuticals, LLC, a Delaware limited liability company (“Regenacy”). By accessing, using and browsing this Web Site, you accept and agree to be bound by, without limitation or qualification, these Terms of Use, as amended from time to time by Regenacy. Regenacy reserves the absolute right, at its sole discretion, to amend these Terms of Use, the Web site, and/or to terminate your access to all or any part of this Web Site at any time and for any reason without notice or liability. Any changes or updates to this Web Site, including to these Terms of Use, will be effective thirty (30) days after posting to this Web site. You are bound by any such changes after such time and you should therefore periodically visit this page to review the then-current Terms of Use. If any change to the Terms of Use is not acceptable to you, your sole remedy is to cease visiting and otherwise using the Web Site. All rights with respect to this Web Site that are not expressly granted herein are reserved to Regenacy, and Regenacy reserves the right to seek all remedies available at law or in equity for your violation of these Terms of Use. In consideration of Regenacy’s granting you access to this Website, you agree to and shall indemnify and hold harmless Regenacy from and against any damages or liabilities related or connected to any harm caused to Regenacy or others arising from your access, use, or browsing of this Web Site or the information contained in this Web Site, and/or arising from your violation of these Terms of Use.

II. Scope of Use; Limitations

The information and content on this Web Site is intended for general informational purposes and for your personal use. You may download information and material displayed on this Web Site for non-commercial, personal use only, subject in all cases to all the terms, conditions and limitations set forth in these Terms of Use. You may not sell, transfer, assign, license, transmit, publish, distribute, modify, repost, republish or otherwise use the information, text, images or other content on this Web Site for any public of commercial purposes without Regenacy’s prior written permission. In addition, you agree not to: (a) take any action that imposes an unreasonable load on the Web Site’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Site or any activity being conducted on the Web Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Web Site, (d) delete or alter any material posted on the Web Site by Regenacy or any other person or entity, or (e) frame or link to any of the materials or information available on the Web Site without Regenacy’s prior written consent. This Web Site does not provide medical advice, nor is Regenacy engaged in rendering medical or similar professional services or advice. If you desire or need such services or advice, you should consult a physician or professional health care provider. This Web Site contains information about drug compounds that are the focus of Regenacy’s research and development efforts. Information regarding such drug compounds is not intended, nor should it be construed, as medical advice or as promotion of any drug compound, or as promotion of the use of any such drug compound, that is not approved or authorized by the laws and regulations of the United States or of the country in which you are located.

III. Forward Looking Statements; Safe Harbor

Statements made in, or accessible through the Web Site, regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, statements regarding Regenacy’s ability to successfully initiate and complete clinical trials and development programs, the expected timing for reporting of top-line data, Regenacy’s ability to obtain regulatory approval, market penetration and acceptance of any of its products and the initiation of clinical studies. Risks that contribute to the uncertain nature of the forward-looking statements include: Regenacy’s future preclinical studies and clinical trials may not be successful; changes in regulatory requirements in the United States and foreign countries may prevent or significantly delay regulatory approval of Regenacy’s products; Regenacy may change its plans to develop and commercialize its product candidates; the FDA may not agree with Regenacy’s interpretation of the data from clinical trials; Regenacy may decide, or the FDA may require Regenacy, to conduct additional clinical trials or to modify Regenacy clinical trials; Regenacy may experience delays in the commencement, enrollment, completion or analysis of clinical testing for its product candidates, or significant issues regarding the adequacy of its clinical trial designs or the execution of its clinical trials, which could result in increased costs and delays, or limit Regenacy’s ability to obtain regulatory approval; the third parties with whom Regenacy has partnered with for the development of its products and upon whom Regenacy relies to conduct its clinical trials and manufacture its product candidates may not perform as expected; Regenacy may not receive regulatory approval for its products or be successfully commercialized; unexpected adverse side effects or inadequate therapeutic efficacy of any of its products could delay or prevent regulatory approval or commercialization; Regenacy may be unable to obtain and maintain intellectual property protection for its product candidates; the loss of key scientific or management personnel; Regenacy’s ability to obtain additional financing; and the accuracy of Regenacy’s estimates regarding expenses, future revenues and capital requirements. Without limiting the following paragraph, all forward-looking statements contained in this Web Site speak only as of the date on which they were made. Regenacy undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

IV. Copyrights; Trademarks

All content included on this Web Site, such as text, graphics, art work, button icons, images, scientific illustrations, photographs, audio clips, video clips, digital downloads, data compilations, user interface and software (collectively, the “Copyrighted Materials”) is the property of Regenacy, or its content suppliers or licensors, and the compilation (meaning the collection, arrangement, and assembly) of all content on this Web Site is the property of Regenacy, and are protected by U.S. and international copyright laws. The Regenacy logos and trademarks, as well as all other names, logos, slogans, images, marks, trade names, and trademarks used on this Web Site (collectively, the “Trademarks”) are the properties of their respective owners and are protected by trademark laws. Regenacy hereby grants you permission to view and use Copyrighted Material available on the site in connection with your informational, personal, non-commercial use of the Web Site as authorized above. Any other use of the Copyrighted Materials, including but not limited to the reproduction, republication, modification, distribution, transmission, performance, or distribution of the same, is strictly prohibited and may be a violation of applicable law. Nothing contained on this Web Site should be construed as granting, explicitly, implicitly or otherwise, any license or right to use any Regenacy Trademarks without the prior written permission of Regenacy, or to use the Trademarks of any third party.

V. Submitted Information

Any information, data, know-how, inventions, improvements, techniques, comments, ideas, suggestions, or materials that you transmit to the Web Site, whether intentionally, by virtue of your access to this Web Site, by electronic mail or otherwise (collectively, “User Submissions”), are and will be treated as non-confidential and non-proprietary. You hereby agree that User Submissions may be used by Regenacy or its affiliates in any manner, including, but not limited to, reproduction, publication, disclosure, transmission, broadcast, and posting, and for any purpose, including for, but not limited to, developing, manufacturing, marketing, and selling products and services. Any personally identifiable information contained in or comprising User Submissions is governed by this Web Site’s Privacy Policy.

VI. Links to Other Web Sites

This Web Site may contain links to other web sites which are owned and/or maintained by third parties (the “Linked Sites”) over whom Regenacy has no control. Regenacy is providing links to Linked Sites only for convenience, and Regenacy’s inclusion of such links on this Web Site is not, nor does it imply, any endorsement by Regenacy of such Linked Sites or the information contained therein. Regenacy makes no representations or warranties as to the accuracy or any other aspect of the information contained on the Linked Sites, including any goods or services sold or made available thereon. Regenacy disclaims all liability and responsibility for the content of the Linked Sites. Nothing in these Terms of Use is intended, nor shall they be construed, as the grant of any rights or authorization with respect to the Linked Sites. If you access the Linked Sites, you are leaving this Web Site and your access, use or browsing of such Linked Sites is at your own risk.

VII. Disclaimers; Disclaimers of Warranty; Limitation of Liability

YOUR ACCESS, USE AND BROWSING OF THIS WEB SITE AND THE INFORMATION CONTAINED ON THIS WEB SITE ARE AT YOUR OWN RISK. MATERIAL CONTAINED IN OR ACCESSIBLE THROUGH THIS WEB SITE IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO AND DOES NOT CONSTITUTE AN OFFERING OF SECURITIES IN ANY JURISDICTION. REGENACY DOES NOT ASSUME ANY DUTY OF DISCLOSURE BEYOND THAT WHICH IS REQUIRED BY APPLICABLE LAW. REGENACY MAKES NO REPRESENTATIONS, WARRANTIES, OR ASSURANCES AS TO THE ACCURACY, CURRENCY, SUITABILITY OR COMPLETENESS OF THE INFORMATION OR MATERIALS PROVIDED ON THIS WEB SITE. NOTWITHSTANDING ANY PROVISION OF THESE TERMS OF USE TO THE CONTRARY, ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REGENACY SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS, AND FREEDOM FROM ERRORS, VIRUSES, BUGS, OR OTHER HARMFUL COMPONENTS. REGENACY DOES NOT WARRANT THAT THIS WEB SITE, ITS SERVERS, OR E-MAIL SENT FROM I ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. REGENACY SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THIS WEB SITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THIS WEB SITE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH THIS WEB SITE OR USE OF THIS WEB SITE. YOUR USE OF THIS WEB SITE IS AT YOUR OWN RISK. IN NO EVENT SHALL REGENACY, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS, LICENSORS, AGENTS OR ANY OTHER PARTY INVOLVED IN CREATING THIS WEB SITE BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEB SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT OR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEB SITE, THE MATERIALS IN THIS WEB SITE, YOUR RELIANCE ON ANY INFORMATION PROVIDED IN THIS WEB SITE, THE DELAY OR INABILITY TO USE THIS WEB SITE OR OTHERWISE ARISING IN CONNECTION WITH THIS WEB SITE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. THE FOREGOING EXCLUSION OF LOSSES AND DAMAGES SHALL APPLY WHETHER A CLAIM IS BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE.

SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, IN SUCH STATES, THE LIABILITY OF THE REGENACY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

 

IF YOU ARE FROM NEW JERSEY, THE FOREGOING DISCLAIMER AND LIMITATIONS OF LIABILITY ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY.  IF ANY PORTION OF THESE PROVISIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

VIII. Compliance with Applicable Laws

You are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Regenacy makes no claims concerning whether the content on this website may be downloaded, viewed, or be appropriate for use outside of the United States.

IX. Severability; Waiver

If any part of these Terms of Use is found to be invalid by any court of competent jurisdiction, the invalidity of such part shall not affect the validity of the remainder of these Terms of Use, which shall remain in full force and effect. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

X. Disputes; Governing Law; Jurisdiction

These Terms of Use, and any dispute between you and Regenacy relating to this Web Site and/or your access or use of this Web Site, shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law provisions, and applicable federal laws of the United States. You consent and submit to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Massachusetts, with respect to these Terms of Use, and any dispute between you and Regenacy relating to this Web Site and/or your access or use of this Web Site. Except to the extent prohibited by applicable law, any claim or cause of action arising from or relating to your access or use of the Web Site must be brought within two (2) years from the date on which such claim or action arose.

XI. Miscellaneous

Failure of Regenacy to act on or enforce any provision of these Terms of Use shall not be construed as a waiver of that provision or any other provision in these Terms of Use.  No waiver shall be effective against Regenacy 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 Regenacy and you, these Terms of Use constitute the entire agreement between you and Regenacy 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. You may not assign or transfer these Terms of Use without Regenacy’s prior written consent. These Terms of Use will inure to the benefit of Regenacy’s 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 and not disclosed to Regenacy.  Regenacy is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use. Sections II, VII, IX, X and XI of these Terms of Use shall survive termination of these Terms of Use.