TERMS OF USE

Effective: June 15, 2020

Welcome to the NEUVOGEN, Inc. (“NEUVOGEN”, “we”, “us”, “our”) website. Please read these Terms of Use (“Terms of Use”) carefully before accessing or using our website (the “Site”).

BY ACCESSING OR USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE. THESE TERMS OF USE CONTAIN AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER.

We reserve the right to modify, alter or update these Terms of Use at any time, without prior notice, by posting any such modified, altered or updated version of these Terms of Use on the Site. All such modifications, alterations, and updates will become effective immediately upon posting. We encourage you to check this page each time you visit the Site. Except as otherwise expressly stated by NEUVOGEN, any use of the Site is subject to the version of these Terms of Use in effect at the time of use. Your continued use of the Site after any modifications, alterations or updates are made effective constitutes your acknowledgement of such changes.

PRIVACY
We have developed a Privacy Notice in order to inform you of our practices with respect to the collection and processing of your information which is accessible at our Website Privacy Notice. By using the Site, you agree to the terms of the Privacy Notice.

GENERAL TERMS AND CONDITIONS
Unless otherwise noted, this Site is intended for personal, noncommercial purposes only. You agree to use the Site only for lawful, noncommercial purposes and in compliance with all international, federal, state, and local laws.

SECURITIES LAWS
This Site may contain statements, estimates or projections that constitute “forward-looking statements” as defined under U.S. Federal Securities laws. These statements, estimates or projections may be directed to NEUVOGEN’s future plans, targets, estimates, assumptions, financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about research and development efforts, including, but not limited to, preclinical and clinical research design, execution, timing, costs and results, future product demand, supply, manufacturing, costs, marketing and pricing factors. In some cases, forward-looking statements may be identified by words including “anticipates,” “believes,” “intends,” “estimates,” “expects,” “plans,” “contemplates,” “targets,” “continues,” “budgets,” “may,” and similar expressions, and such statements may include, but are not limited to, statements regarding (i) future research plans, expenditures and results, (ii) potential collaborative arrangements, (iii) the potential utility of NEUVOGEN’s proposed products, and (iv) NEUVOGEN’s financial position. The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties. These forward-looking statements are based on assumptions regarding NEUVOGEN’s business and technology, which involve judgments with respect to, among other things, future scientific, economic, regulatory and competitive conditions, collaborations with third parties, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond NEUVOGEN’s control. Although NEUVOGEN believes that the assumptions underlying the forward-looking statements are reasonable, actual results may differ materially from those set forth in the forward-looking statements. In light of the significant uncertainties inherent in the forward-looking information contained in this Site, the inclusion of such information should not be regarded as a representation by NEUVOGEN or any other person that NEUVOGEN’s objectives or plans will be achieved. Factors that could cause or contribute to such differences include, but are not limited to, regulatory policies or changes thereto, available cash, research and development results, competition from other similar businesses, interest of third parties in collaborations with NEUVOGEN, and market and general economic factors. Forward-looking statements speak only as of the date they are made. You should not place undue reliance on forward-looking statements. NEUVOGEN undertakes no obligation to publicly update or revise any forward-looking statements and expressly disclaims any duty to do so.

PROPERTY RIGHTS
The Site, and all of its contents, including without limitation, text, photographs, images, illustrations, graphics, video material, audio material, software, logos, titles, characters, names, graphics and button icons, (collectively “Proprietary Material”), are or may be protected by copyright, trademark, and other laws of the United States, as well as international conventions and the laws of other countries. The Proprietary Material is owned or controlled by NEUVOGEN or by other parties that have provided rights thereto to us.

You may not, and agree that you will not, use, publish, reproduce, display, distribute, or modify the Proprietary Material or any portion thereof, except as follows:

Your computer may temporarily store copies incidental to your accessing and viewing the Proprietary Material.
You may store files that are automatically cached by your browser for display enhancement purposes.
You may print or download one copy of a reasonable portion of the Site’s content for your own personal, noncommercial use and not for further reproduction, publication, or distribution.

Modification of the Proprietary Material or use of such materials for any other purpose is not permitted without NEUVOGEN’s prior written approval in each instance.

TRADEMARKS
Our name, logo and all related names, logos, product and service names, designs and slogans are trademarks of NEUVOGEN, Inc. or our licensors. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs and slogans on the Site are the trademarks of their respective owners.

THIRD PARTY WEBSITES
The Site may contain links to third party websites that are not owned, operated, or controlled by us. All such links are provided solely as a convenience to you. We do not control, recommend, or endorse and are not responsible for these websites or their content, products, services or privacy policies or practices. In no event shall we be liable, directly or indirectly, to you or any other person or entity for any loss or damage arising from or occasioned by the creation or use of the third party websites or the information or material accessed through these third party websites. If you decide to access any other website linked to or from the Site, you do so entirely at your own risk and subject to the terms and conditions of use for such third-party websites.

DISCLAIMER
YOU AGREE THAT YOUR USE OF, AND RELIANCE ON ANY CONTENT, MATERIALS, ADVICE OR INFORMATION OBTAINED FROM OR THROUGH THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEUVOGEN EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (I) ANY WARRANTIES CONCERNING THE ACCURACY, TIMELINESS, OR COMPLETENESS OF THE CONTENT OF THE SITE; AND (II) ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT REPRESENT, WARRANT OR GUARANTEE: (1) THAT THE SITE, ANY PORTION OF THE SITE, OR E-MAILS SENT FROM OR ON BEHALF OF NEUVOGEN OR THOUGH THE SITE ARE OR WILL BE FREE OF INFECTION BY VIRUSES, SCRIPTS, WORMS, TROJAN HORSES, OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR (2) THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.

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

INDEMNIFICATION
By using the Site, you agree to defend, indemnify, and hold NEUVOGEN and its officers, directors, employees, contractors and suppliers harmless from any and all claims, demands, liabilities, damages, losses, costs, and expenses (including without limitation, attorneys’ fees and expenses, including any incurred in enforcement of this indemnity) arising in any way from or in connection with your use of the Site or any goods and services available on or through the Site, or any violation by you of these Terms of Use, our Privacy Notice or any other policy posted on the Site applicable to your use of the Site. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with us in asserting any available defenses.

LIMITATION OF LIABILITY
TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL NEUVOGEN OR OUR EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE TO ANY PARTY FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR RELATED TO THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE SITE OR ANY CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR FOR DISPUTES AGAINST US IS TO DISCONTINUE YOUR USE OF THE SITE. NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF USE.

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

SEVERABILITY
If any of the provisions, or portions thereof, of these Terms of Use is found to be invalid under any applicable statute or rule of law, the remainder of these Terms of Use shall remain in full force and effect and such provision or portion thereof shall be deemed omitted.

ARBITRATION
Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and NEUVOGEN or its successors or assigns shall exclusively be settled through binding and confidential arbitration.

Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. Unless otherwise agreed upon by the parties in writing, the arbitration will be conducted before one arbitrator and will be governed by the American Arbitration Association’s (“AAA”) Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”).

To the fullest extent permitted by applicable law, you and NEUVOGEN must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR NEUVOGEN MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) the arbitration shall be confidential, and neither you nor NEUVOGEN may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (4) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (5) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law.

GOVERNING LAW
We control and operate the Site from our offices in the State of California, United States. We do not represent that materials on the Site are appropriate or available for use in other locations outside the United States. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

You agree that the laws of the State of California, excluding its conflict of laws rules, and these Terms of Use, our Privacy Notice, and any other policies posted on the Site applicable to your use of the Site shall govern your use of the Site. You expressly agree that exclusive jurisdiction for any claim or dispute with us or relating in any way to your use of the Site resides in the courts of San Diego County, California, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of San Diego County, California, in connection with any such dispute and including any claim involving NEUVOGEN, our agents, employees, contractors, officers, and directors.

These Terms of Use are the entire agreement between you and NEUVOGEN with respect to the Site and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and NEUVOGEN with respect to those matters. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use, and neither party has any authority of any kind to bind the other in any respect.