Terms of Use

Last Updated: December 11,2015

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE.

Important Note Regarding the BioAegis Website

BioAegis Therapeutics, Inc. (“BioAegis,” “us,” “we,” the “Company”) is happy to provide the material on this website for informational and educational purposes.

The information on our website does not replace your relationship with your medical providers and is not to be considered medical advice. Only your health care professionals should determine which drugs or medical treatment may be appropriate for you. We do not represent or warrant that any particular drug or treatment identified in this website is safe, appropriate, or even potentially effective for you.

The BioAegis website is intended for use within the United States of America. BioAegis does not represent that the content on this website is accessible or appropriate or use in other locations. If you live outside the United States of America, you may see information on this website that is not applicable in your country.

By using this site, you signify your assent to these Terms of Use as well as our Privacy Policy. These Terms of Use constitute a legally binding contract between you, as the user of the website, and BioAegis. If you do not agree to these terms, do not use this website. BioAegis may revise and update these Terms of Use at any time. Your continued usage of this website will mean you accept those changes.

General Disclaimer

The information on the BioAegis website may be supported by news and research articles. These communications and resources are for general educational and informational purposes only, and should not be relied upon as a substitute for medical advice.

We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the website, or by anyone who may be informed of any of its contents.

Disclaimer of Warranties

USE OF THE WEBSITE IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH. ALL INFORMATION, PRODUCTS, OR SERVICES CONTAINED ON OR PROVIDED THROUGH THIS WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR CONDITIONS. BIOAEGIS AND AFFILIATES RESERVE THE RIGHT, IN THEIR SOLE DISCRETION AND WITHOUT ANY OBLIGATION, TO CORRECT ANY ERROR OR OMISSIONS IN ANY PORTION OF OUR WEBSITE, WITH OR WITHOUT NOTICE TO YOU.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, BIOAEGIS AND ITS AFFILIATES, PARTNERS, CONSULTANTS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND ADVISORS (COLLECTIVELY, “AFFILIATES”) HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THESE INCLUDE, BUT ARE NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE BIOAEGIS WEBSITE WILL BE FREE OF VIRUSES, MALWARE, OR OTHER DESTRUCTIVE CODE. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ON ANY WEBSITE LINKED TO IT.

WITHOUT LIMITING THE FOREGOING, BIOAEGIS AND ITS PARTNERS MAKE NO WARRANTY AS TO THE SECURITY, RELIABILITY, AVAILABILITY, ACCURACY, QUALITY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS, OR SUITABILITY OF THE WEBSITE AND INFORMATION RETRIEVED FROM IT. BIOAEGIS AND ITS PARTNERS ASSUME NO RESPONSIBILITY FOR COMPLETENESS, ERRORS, OR OMISSIONS IN THE INFORMATION, SERVICES, OR DOCUMENTS WHICH ARE REFERENCED BY OR LINKED TO THIS WEBSITE.

BUSINESS PLANS OR SIMILAR DOCUMENTS ACCESSIBLE ON THIS WEBSITE ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE PREPARED IN GOOD FAITH. BIOAEGIS DOES NOT WARRANT THAT THESE BUSINESS PLANS WILL ACHIEVE ANY RESULTS DISCUSSED THEREIN. IT IS UNDERSTOOD THAT ANY INVESTMENT IN THE COMPANY IS QUALIFIED BY THE FACT THAT THE COMPANY HAS NOT DELIVERED TO ITS INVESTORS, AND HAS NOT BEEN REQUESTED TO DELIVER, A PRIVATE PLACEMENT OR SIMILAR MEMORANDUM OR ANY WRITTEN DISCLOSURE OF THE TYPES OF INFORMATION CUSTOMARILY FURNISHED TO PURCHASERS OF SECURITIES.

FORWARD-LOOKING STATEMENTS, WHICH ARE BASED ON VARIOUS ASSUMPTIONS AND DESCRIBE THE COMPANY’S FUTURE PLANS, STRATEGIES, AND EXPECTATIONS, ARE GENERALLY IDENTIFIED BY OUR USE OF WORDS SUCH AS “INTEND,” “WILL,” “PLAN,” “MAY,” “SHOULD,” “PROJECT,” “ESTIMATE,” “ANTICIPATE,” “BELIEVE,” “EXPECT,” “CONTINUE,” “POTENTIAL,” “OPPORTUNITY,” AND SIMILAR EXPRESSIONS, WHETHER IN THE NEGATIVE OR AFFIRMATIVE. THE COMPANY CANNOT GUARANTEE THAT WE ACTUALLY WILL ACHIEVE THESE PLANS, INTENTIONS OR EXPECTATIONS. ALL STATEMENTS REGARDING THE COMPANY’S EXPECTED FINANCIAL POSITION, BUSINESS AND FINANCING PLANS ARE FORWARD-LOOKING STATEMENTS. EXCEPT FOR HISTORICAL INFORMATION, MATTERS DISCUSSED IN THESE STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS WHICH MAY CAUSE THE COMPANY’S ACTUAL RESULTS, PERFORMANCE, OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.

THE DOCUMENTS ON THIS WEBSITE ARE FOR INFORMATION ONLY AND DO NOT CONSTITUTE AN OFFERING FOR SALE OF ANY SECURITIES OF THE COMPANY.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

IN NO EVENT SHALL BIOAEGIS OR ITS PARTNERS BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, LOSS OF GOODWILL, LOSS OF USE, EMOTIONAL DISTRESS, LOSS OF PROFITS, INTERRUPTION OF SERVICE, OR LOSS OF DATA, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR FUNDAMENTAL BREACH), OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, RELIANCE ON, OR THE INABILITY TO USE, THE WEBSITE. WE SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, RELIABILITY, TIMELINESS, 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 YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK.

TO THE EXTENT ANY OF THE ABOVE LIMITATIONS OF LIABILITY ARE RESTRICTED BY APPLICABLE FEDERAL, STATE, OR LOCAL LAW, SUCH LIMITATIONS SHALL NOT APPLY TO THE EXTENT OF SUCH RESTRICTIONS.

Trademarks and Copyrights and Intellectual Property

1. Generally
All intellectual property rights in the BioAegis website and related content is property of BioAegis.

The BioAegis name, the BioAegis logo, and all related names, logos, product and service
names, designs, and slogans are trademarks of BioAegis. You must not use such marks without the prior written permission of BioAegis. Nothing contained in our website should be construed as granting any license or right to use any trademarks or logos.

The website and its entire contents, features, and functionality (including but not limited to all information, software, code, HTML, text, displays, images, graphics, artwork, photographs, video and audio, and the design, selection and arrangement thereof) are owned by BioAegis and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You may download material from the BioAegis website solely for your own informational, personal, and non-commercial use. You may not remove copyright notices, other intellectual property or legal notices, or other identifying information from downloaded materials. You may not download material from our website for any other purpose without our prior written consent.

Subject to these Terms of Use, BioAegis grants you a personal, nontransferable, nonexclusive, revocable, limited license to view the material on this website for the sole purpose of your information and education.

No ownership interest is transferred to you or any other entity by virtue of making the material available on the BioAegis website, granting the foregoing licenses, or entering into this Terms of Use Agreement.

2. Copyright Infringement
Pursuant to the Digital Millennium Copyright Act (“DMCA”), we review all claims of copyright infringement submitted by the applicable copyright owner or the copyright owner’s legal agent. If you believe in good faith that content appearing on the BioAegis website infringes a copyright you own, you or your agent may send a notice of alleged copyright infringement to our designated copyright agent at the following address:
BioAegis Copyright Agent
BioAegis Therapeutics, Inc.
Commercialization Center for Innovative Technology
675 US Highway One
North Brunswick, NJ 08902

Or email to: copyrightagent@bioaegistherapeutics.com
A notification of alleged copyright infringement must be addressed to our copyright agent as listed above and include the following:

• A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of the copyright that is allegedly infringed;
• Specific identification of each copyrighted work claimed to have been infringed;
• A description of where the material believed to be infringed is located on the Website;
• Contact information for the complaining party, such as a complete name, address, telephone number, and email address;
• A statement that the complaining party has a good faith belief that use of the work(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We will respond to all such notices as required by the DMCA by removing the infringing material or disabling all links to the infringing material. We will terminate any user’s access to and use of the Website if, under appropriate circumstances, the user is determined to be a repeat infringer of the copyrights or other intellectual property rights of BioAegis or others.

Information About You and Your Visits to the Website

All information we collect on this website is subject to our Privacy Policy. By using this website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. We are committed to protecting the privacy of children, and the BioAegis website is not intended or designed to attract or be used by children under the age of 18.

Limitations on Your Use of the Website

You agree not to access or use the website in an unlawful way, for any unlawful purpose or for any purposes other than its intended purposes. You agree not to (a) post or transmit any information which is libelous, defamatory, obscene, fraudulent, false, or contrary to the ownership or intellectual property rights of any other person, (b) take any action that imposes an unreasonable load on the BioAegis website’s infrastructure, (c) 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, including any virus, worm, Trojan horse, or other code which is contaminating or destructive to website or its content, (d) attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or making up the website, or (e) delete or alter any material posted on the website.

Links to Third-Party Sites

The website may contain links to third-party websites that are not under the control of BioAegis or its Partners. These links are provided solely as a convenience and do not imply an endorsement or recommendation by BioAegis. Your use of third-party websites is governed by these websites’ own respective terms of use and privacy policies, and BioAegis is not responsible for and does not make any representations regarding the content or accuracy of materials on such third-party sites.

Accordingly, BioAegis is not responsible for the accuracy, copyright compliance, legality, or legitimacy of material contained in third-party websites which may be accessible via a hyperlink to or from this website or for the hyperlink itself. BioAegis does not make any representations or warranties as to the security of any information you might be requested to give any third party, and you hereby irrevocably waive any claim against BioAegis with respect to such 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. BioAegis strongly encourages you to make whatever investigation you feel necessary or appropriate before proceeding with any online or off-line transaction with any of these third parties.

General

1. Governing Law and Statute of Limitations
This Agreement shall be governed by the laws of the State of New York applicable to contracts made and performed there, without regard to its conflict of laws principles, and where applicable, the laws of the United States. You agree that New York County, New York shall be the sole and exclusive venue for any legal action or proceeding between BioAegis and you for any purpose concerning this Terms of Use or the website. You waive any jurisdictional, venue, or inconvenient forum objections to such courts.

Before seeking legal recourse for harm you believe you have suffered arising from or related to your use of the BioAegis website, you agree to inform us in writing and to give us 30 days to cure the harm before initiating legal action. Any cause of action or claim you may have with respect to the use of the BioAegis website or this Terms of Use must be commenced within one (1) year after it arises, except to the extent such limitation is not enforceable.

2. Entire Agreement
The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and BioAegis with respect to the website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

3. Modifications to this Agreement
We may, without advance notice, supplement or change this Terms of Use at any time. Any changes made to this Terms of Use will be effective as soon as they are posted on the BioAegis website. By accessing or using the website, you agree to be bound by all the terms and conditions of these Terms of Use as posted on the BioAegis website at the time of your access or use. It is your sole responsibility to review the Terms of Use each time you use the website so that you are aware of any changes to the Terms of Use. If any change to this Terms of Use is not acceptable to you, your sole remedy is to cease accessing, browsing, and otherwise using the website.

These terms control the relationship between BioAegis and you. They do not create any third-party beneficiary rights.

4. Modifications to the Website
We may update the content on the website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the website may be out of date at any given time, and we are under no obligation to update such material.

5. Severability
The provisions of this Terms of Use are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, but such provision shall be reformed, if reasonably possible, only to the extent necessary to make it enforceable.

6. Survival
The provisions of these Terms of Use under the following sections shall survive the termination of this Agreement: Important Note Regarding the BioAegis Website; General Disclaimer; Disclaimer of Warranties; Limitation of Liability; Trademarks and Copyrights and Intellectual Property; Information About You and Your Visits to the Website; Limitations on Your Use of the Website; Links to Third-Party Sites; General; and Breach.

7. Waiver
If BioAegis does not exercise or enforce any particular right or provision in these Terms, the Company does not waive that right or provision. Failure to exercise or delay in exercising any right hereunder, or failure to insist upon or enforce strict performance of any provision of this Terms of Use, shall not be considered waiver thereof, which can only be made by a signed writing. No single waiver shall be considered a continuing or permanent waiver.

Breach

You agree that if you breach any term of this Agreement, including the foregoing representations, BioAegis has the right to suspend any and all current or future use of the website, and you will defend and indemnify BioAegis and its affiliates against any liability, costs, or damages arising out of the breach.

Your Comments and Concerns

The website is operated by BioAegis from our offices in New Brunswick, New Jersey. All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: termsofuse@bioaegistherapeutics.com. Thank you for visiting the website.