TMRW LIFE SCIENCES, INC. TERMS OF USE

Effective as of October 1, 2018

ACCEPTANCE OF TERMS OF USE

These termsof useare entered into by and between you and TMRW Life Sciences, Inc. (along with any parent, subsidiaries, or divisions,the “Company”, “we”, or “us”). The following termsand conditions (these “Terms of Use”), govern your access to and useof www.tmrw.org and other platforms and interactive properties, including but not limited to websites and mobile applications, including any content, data, functionality, and services offered on or through such site (collectively, the “Content”).  By accessing, browsing and using this Website, you acknowledge that you have read, understood and agree to comply with these Terms of Use and the Company’s Privacy Policy referenced below and incorporated herein (collectively, the “Agreement”).  If you are accepting the Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms and conditions contained herein. If you do not agree to any of these terms, then please do not use the Content.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

UPDATESTO TERMS OF USE

The Company reserves the right, at its discretion, to change, modify, add or remove portions of these Terms of Use at any time. Please check these terms and conditions periodically for changes. Your continued use of the Company’s Content following the posting of changes to these Terms of Use will mean you accept those changes.

ELIGIBILITY

This Website is available for individuals aged 18 years or older. You warrant that you are at least 18 years old and possess the legal authority to enter into the Agreement and to use this Website in accordance with the terms and conditions of the Agreement.

INTELLECTUALPROPERTY

Our Website is protected by intellectual property laws, including but not limited to U.S. copyright laws.  You expressly acknowledge and agree that the content accessible within our Website is the property of the Company and its content providers, and the Company and its content providers retain all right, title, and interest in the Content. 

Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under the Agreement. 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. The use or posting 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 the Agreement, your permission to access and/or use the Content and the Website automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of TMRW Life Sciences, Inc. (“Company Trademarks”) used and displayed on the Website are registered and unregistered trademarks or service marks of the Company.  Other company, product, and service names located on the Website may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with the Company Trademarks, the “Trademarks”). Nothing on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Company Trademarks inures to our benefit.

Elements of this 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. None of the Content may be retransmitted without our express, written consent for each and every instance.

COMMUNICATIONSTO THE COMPANY

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production and marketing of products and services that incorporate such information.

NOWARRANTIES/LIMITATION OF LIABILITY

THE WEBSITE, THE CONTENT AND OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE COMPANY DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THE AGREEMENT. THE COMPANY HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY 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 OR THE CONTENT, AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITE OR THE CONTENT SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

THE WEBSITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITE. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE AT ANY TIME WITHOUT NOTICE.

EXTERNALSITES

This Website may contain links to third-party websites (“External Sites”). 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 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 linked External Sites, you do so at your own risk.

INDEMNIFICATION

You agree to defend, indemnify, and hold the Company, its affiliates, and their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively, the “Company Parties”) harmless from and against any and all claims, actions, or demands and relating costs, damages and liability (including, without limitation, reasonable attorneys’ fees) arising or resulting from: (i) your breach of the Agreement; (ii) your use of this Website and/or the Content in violation of the Agreement; or (iii) your violation of any third-party right, including without limitation any intellectual property, or privacy right.

COMPLIANCEWITH APPLICABLE LAWS

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 this 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.

TERMINATIONOF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Agreement and your and any device’s access to all or any part of this Website and 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 this Website or the Content at any time without prior notice or liability.

BINDINGARBITRATION

At the Company’s sole discretion, it may require you to submit any disputes arising from the use of the Content and the Agreement, including disputes arising from or concerning interpretation, violation, invalidity, non-performance, or termination of these Terms of Use, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law.  Nothing in the Agreement will prevent the Company from seeking injunctive relief in any court of competent jurisdiction as necessary to protect the Company’s proprietary interests.

CLASSACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

INFORMATION ABOUT YOU AND YOUR VISITS TO THE WEBSITE

All information we collect on this Website is subject to our Privacy Policy, located at www.tmrw.org. By using this Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

MISCELLANEOUS

If the Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of the Agreement, which shall remain in full force and effect: “Intellectual Property,” “Communications to the Company,” “No Warranties/Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” “Compliance with Applicable Laws,” “Binding Arbitration,” “Class Action Waiver,” and “Miscellaneous.” You may not assign the Agreement. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the Agreement. The Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles of conflicts of laws. Except for proceedings commenced by the Company to protect its intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in the State of New York. Our failure 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 the Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. The Agreement contains the entire agreement of the parties concerning its subject matter, and supersedes all existing agreements and all other oral, written or other communication between the parties concerning the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. The Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.