TERMS OF USE

ACCEPTANCE OF TERMS

Cytonus Therapeutics, Inc., a Delaware corporation (“Cytonus”), makes this website (the “Site”), including all information, documents, communications, files, text, graphics, services, and products available through the site (“Content”) available for your use subject to the terms and conditions set forth in this document and any changes to this document that Cytonus may publish from time to time (collectively, the “Terms of Use”).

By accessing or using this Site in any way, including merely browsing the Site, you agree to and are bound by the Terms of Use.

Cytonus reserves the right to change the Terms of Use and other guidelines or rules posted on the Site from time to time at its sole discretion. Your continued use of the Site, or any Content accessible through it, after such notice has been posted constitutes your acceptance of the changes. Your use of the Site will be subject to the most current version of the Terms of Use, rules and guidelines posted on the Site at the time of such use. You should periodically check these Terms of Use to view the then current terms. If you breach any of the Terms of Use, your authorization to use this Site automatically terminates, and any Content downloaded or printed from the Site in violation of the Terms of Use must be immediately destroyed.

INTELLECTUAL PROPERTY; LIMITED LICENSE TO USERS

The Content on this Site, as well as its selection and arrangement, are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Content may violate such laws and these Terms of Use. Except as expressly provided herein, Cytonus and its suppliers do not grant any express or implied rights to use the Content. You agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Site, its Content, or their selection and arrangement, except as expressly authorized herein. In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the Site.

In addition to the Content offered by Cytonus, this Site may also make available materials, information, and services provided by third parties (collectively, the “Third Party Content”). Cytonus offers no guarantees and assumes no responsibility or liability of any type with respect to Third Party Content. You agree that you will not hold Cytonus responsible or liable with respect to the Third Party Content or seek to do so.

Except as expressly indicated to the contrary elsewhere on this Site, you may view, download, and print the Content available on this Site subject to the following conditions:

  1. The Content may be used solely for personal, informational, and educational purposes.
  2. The Content may not be modified or altered in any way.
  3. The Content may not be distributed or sold, rented, leased, or licensed to others.
  4. You may not remove any copyright, trademark or other proprietary notices contained in the Content.
  5. Cytonus reserves the right to revoke the authorization to view, download, and print the Content available on this Site at any time, and any such use shall be discontinued immediately upon notice from Cytonus.
  6. The rights granted to you constitute a license and not a transfer of title.

The rights specified above to view, download, and print the Content available on this Site are not applicable to the design or layout of this Site. Elements of this Site are protected by trade dress and other laws and may not be copied or imitated in whole or in part.

TRADEMARK INFORMATION

The trademarks, logos, and service marks (“Marks”) displayed on this Site are the property of Cytonus or third parties. You are not permitted to use the Marks without the prior written consent of Cytonus or such third party as may own the Marks.

WARRANTIES AND DISCLAIMERS

Except as expressly provided otherwise in a written agreement between you and Cytonus or you and a third party with respect to such party’s materials or services, this Site, and all Content accessible through this Site are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. This Site could include technical or other mistakes, inaccuracies, or typographical errors. Cytonus may make changes to the Content at this Site at any time without notice. The Content at this Site may be out of date, and Cytonus makes no commitment to update such Content.

The downloading or other use of any Content through the Site is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your computer system, loss of data, or other harm that results from such activities. Cytonus assumes no liability for any computer virus or other similar software code that is downloaded to your computer from the Site or in connection with any Content obtained through the Site. No advice or information, whether oral or written, obtained by you from Cytonus or through or from the Site shall create any warranty not expressly stated in these Terms of Use.

LIMITATION OF LIABILITY

In no event, including, without limitation, negligence, shall Cytonus, its subsidiaries, affiliates, agents, officers, directors, employees, partners, or suppliers be liable to you or any third party for any special, punitive, incidental, indirect, or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data, or profits, whether or not Cytonus has been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of or the inability to use this Site or its Content.

INDEMNITY AND LIABILITY

You agree to indemnify and hold Cytonus and its subsidiaries, affiliates, officers, directors, agents, partners and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Site, your connection to the Site, your violation of these Terms of Use, or your violation of any rights of another person or entity.

GOVERNING LAW AND JURISDICTION

This Site is controlled by Cytonus from its offices within the state of Ohio, United States of America. By accessing this Site, you and Cytonus agree that all matters relating to your access to, or use of, this Site shall be governed by the statutes and laws of the State of Ohio, without regard to the conflicts of laws principles thereof. You and Cytonus also agree and hereby submit to the exclusive personal jurisdiction and venue of the Courts within the State of Ohio with respect to such matters.

GENERAL

The Terms of Use and the other rules, guidelines, licenses and disclaimers posted on the Site constitute the entire agreement between Cytonus and you with respect to your use of the Site. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by Cytonus to enforce or exercise any provision of these Terms of Use or related right shall not constitute a waiver of that right or provision.