1.ACCEPTANCE OF TERMS
PLEASE REVIEW THE TOU CAREFULLY AND PRINT A COPY FOR YOUR RECORDS. BY ACCESSING OR OTHERWISE USING THE SITE, YOU AGREE TO BE BOUND BY THE TOU, INCLUDING ANY REVISIONS TO THE TOU. IF YOU DO NOT AGREE TO THE TOU, YOU MUST IMMEDIATELY CEASE USING THE SITE.
2.GRANT OF RIGHTS
Subject to your compliance with the TOU in all material respects, Aequus grants you a limited, personal, non-exclusive, revocable right to access and use the Site.
You represent and warrant that you are: (i) over the age of majority in our jurisdiction; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Site under the laws of your jurisdiction or any other applicable jurisdiction.
(a)The materials displayed on or contained within the Site including, without limitation all software, design, text, editorial materials, informational text, photographs, illustrations, images, other graphic materials, names, logos, trade-marks and service marks (the “Aequus Materials”), are the property of Aequus or its licensors and are protected by copyright, trade-mark and other intellectual property laws.
(b)Aequus hereby grants you a personal, non-exclusive, non-assignable and non-transferable license to use and display the Aequus Materials for non-commercial and personal use only; provided that you maintain all copyright and other notices contained in such Aequus Materials. You agree not to produce, reproduce, modify, publish, create derivative works from, display, perform, translate, distribute, adapt, broadcast, communicate to the public by telecommunication or circulate any Aequus Materials to any third party (including, without limitation, the display and distribution of Aequus Materials via a third party website) without the express prior written consent of Aequus. Unless expressly permitted herein, any use of Aequus Materials is only permitted with the express written permission of Aequus and/or its licensors. You further agree that you will not disassemble, decompile, reverse engineer or otherwise modify the Aequus Materials. All rights not expressly granted are hereby reserved.
In connection with your access to or use of the Site, you shall not:
(a)take any action that imposes an unreasonable or disproportionately heavy load on the Site or its infrastructure;
(b)interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
(c)use spiders, crawlers, robots or any other similar means to access the Site or substantially download, reproduce or archive any portion of the Site;
(d)sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Site, or
(e)violate any applicable local, state, provincial, federal, national or international law or regulation.
6.FORWARD LOOKING STATEMENTS.
The Site contains forward-looking statements or forward-looking information that may not be based on historical fact, including, without limitation, statements containing the words “believe,” “may,” “plan,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words and similar expressions. Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. Forward-looking statements on the Site include, but are not limited to, statements relating to: the intent to complete the listing of common shares of Aequus on the TSX-V or other stock exchanges and all transactions, listing requirements and approvals related thereto; the implementation of our business model and strategic plans; our ability to access capital and achieve profitability; our ability to advance product candidates into, and successfully complete, clinical trials; the initiation, timing, cost, progress and success of our research and development programs, pre-clinical studies and clinical trials; our ability to obtain funding for our operations, including research funding; our ability to establish and maintain relationships with collaborators with acceptable development, regulatory and commercialization expertise and the benefits to be derived from such collaborative efforts; the manufacturing capacity of third-party manufacturers for our product candidates; our ability to recruit sufficient numbers of patients for our clinical trials; our ability to develop and commercialize product candidates; our commercialization, marketing and manufacturing capabilities and strategy; our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others; whether our third party collaborators will maintain their intellectual property rights in the technology we license; whether we will receive, and the timing and costs of obtaining, regulatory approvals in the U.S., Canada, the European Union and other jurisdictions; the timing of, and our ability and our collaborators’ ability, if any, to obtain and maintain regulatory approvals for our product candidates; the therapeutic benefits, effectiveness and safety of our product candidates; the rate and degree of market acceptance and clinical utility of our future products, if any; our future financial performance and projected expenditures; and developments relating to our competitors and our industry, including the success of competing therapies that are or become available.
Such statements reflect our current views with respect to future events, are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Aequus as of the date of such statements, are inherently subject to significant medical, scientific, business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. In making the forward looking statements included in this prospectus, Aequus has made various material assumptions, including but not limited to (i) obtaining positive results of clinical trials; (ii) obtaining regulatory approvals; (iii) general business and economic conditions; (iv) Aequus’ ability to successfully out-license or sell its current products and in-license and develop new products; (v) the availability of financing on reasonable terms; (vi) Aequus’ ability to attract and retain skilled staff; (vii) market competition; (viii) the products and technology offered by Aequus’ competitors; and (ix) the Aequus’ ability to protect patents and proprietary rights. In evaluating forward-looking statements, readers should specifically consider various factors, including the risks outlined in Aequus’ most recent public disclosure documents available under Aequus’ SEDAR profile at www.sedar.com. Should one or more of these risks or uncertainties, or a risk that is not currently known to us materialize, or should assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date the statements are made and we do not intend, and do not assume any obligation, to update these forward-looking statements. Readers are cautioned that forward-looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, readers are cautioned not to put undue reliance on forward-looking statements.
Aequus is committed to protecting your privacy when you use the Site. Aequus does not collect personal information about you, such as your name and mailing or e-mail addresses, unless you knowingly provide it for purposes that are obvious to you or are described to you by Aequus. By using the Site, you consent to the personal information you provide to Aequus to be collected, used and disclosed by Aequus in accordance with these TOU. You may withdraw your consent to Aequus’s collection, use and disclosure of personal information at any time, subject to contractual and legal restrictions on doing so. Note that if you withdraw your consent to certain uses of your personal information, Aequus may no longer be able to provide certain services. Note also that where we have provided or are providing services to you, your consent will be valid for so long as necessary to fulfill the purposes described in these TOU or otherwise at the time of collection, and you may not be permitted to withdraw consent to certain necessary uses and disclosures (for example, but not limited to, maintaining reasonable business and transaction records and disclosures to Canadian and foreign government entities as required to comply with laws). Aequus complies with the requirements under the Personal Information Protection Act (PIPA) and other applicable legislation. Requests regarding the use, access or collection of personal information under this site can be directed to the Compliance Officer at firstname.lastname@example.org
Aequus offers Aequus visitors the opportunity to subscribe to our subscription email news services (“Aequus News”). If you choose to subscribe, you may be asked to provide information including your first and last name, email and phone number so that Aequus may provide email correspondence to you regarding press releases and other Aequus news. You can subscribe or unsubscribe at any time by [clicking the “unsubscribe” link found at the bottom of any Aequus News email]. Disclosure of Information
If you provide personal information to Aequus, Aequus will provide access to your personal information only to those employees and agents who require it as part of their job in order to fulfill the purposes for which the personal information was collected. In addition to the above, personal information may be disclosed as required to meet legal, contractual, regulatory, insurance, audit and security requirements, or as otherwise permitted or required by law.
Aequus may transfer personal information to outside agents or service providers ("service providers") that perform services on Aequus’s behalf for the purposes described in these TOU or for the purposes described to you at the time of collection. Aequus takes commercially reasonable contractual or other measures to protect your personal information if processed or handled by these service providers.
By accepting these TOU, you consent to the collection and use of your personal information in accordance with these terms.
9.LINKS AND EXTERNAL MATERIALS
10.MODIFICATIONS TO THE SITE
Aequus reserves the right at any time to modify or discontinue, temporarily or permanently, the Site (or any part thereof), including the TOU, with or without notice. You agree that Aequus shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site (or any portion thereof).
In the event that you violate the TOU, all rights granted to you under the TOU shall be terminated immediately, with or without notice.
You agree to indemnify and hold Aequus and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable legal fees, due to or arising out of your use of the Site or violation of the TOU.
13.HEALTH INFORMATION DISCLAIMER
The information and materials displayed on or contained within the Site (the “Content”) is presented in a summary fashion and is intended to be used for educational purposes only. The Content is not intended to be and should not be interpreted as a recommendation for a specific treatment plan, product, course of action or medical or healthcare provider. Your use of the Site does not create a doctor/patient relationship. THE SITE DOES NOT OFFER MEDICAL ADVICE AND NOTHING CONTAINED IN THE SITE IS INTENDED TO CONSTITUTE PROFESSIONAL ADVICE FOR MEDICAL DIAGNOSIS OR TREATMENT. You should not use the Site to diagnose a health or fitness problem or disease. Use of the Site does not replace medical consultations with a qualified health or medical professional to meet the health and medical needs of you or any other party. Aequus disclaims all responsibility for the professional qualifications and licensing of, and services provided by, any physician or other health provider referred to on the Site. Do not disregard the medical advice of a physician or health professional, or delay in seeking such advice, because of any information you obtain from the Site.
14.DISCLAIMER OF WARRANTIES
(a)YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, AEQUUS AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, MANDATARIES, PARTNERS AND LICENSORS (“AEQUUS PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER LEGAL, EXPRESS OR IMPLIED, INCLUDING, BUT, NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, WHETHER ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE.
(b)THE AEQUUS PARTIES MAKE NO WARRANTY AND PROVIDE NO CONDITIONS THAT: (i) THE SITE WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE WILL BE ACCURATE OR RELIABLE.
15.LIMITATION OF LIABILITY
(a)YOU ACKNOWLEDGE AND AGREE THAT THE AEQUUS PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF THE AEQUUS PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. AEQUUS’ ENTIRE LIABILITY ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS SITE, YOUR USE THEREOF, OR THE TOU SHALL BE LIMITED TO CAD $100.00.
(b)CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
The TOU and your use of the Site are governed by the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to conflict of laws principles. Any legal action or proceeding related to this Site will be subject to the exclusive jurisdiction of the courts of British Columbia.
The TOU constitutes the entire agreement between you and Aequus concerning your access to and use of the Site. It supersedes any prior or contemporaneous agreements between you and Aequus with respect to such subject matter. The failure of Aequus to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability. It is the express wish of the parties that the TOU and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que tous les documents y afférents soient rédigés en anglais. Sections 4, 6, 13, 14, 15, 16, 17 and 18 shall survive the termination of your right to use the Site.