TERMS & CONDITIONS

Thank you for visiting this BIOCELLA^® website, www.biocella.com, which is referred to as the “Site.” The Site is owned and operated by BIOCELLA^®.

Each time you use this web site, you agree to be bound by these Terms and Conditions, as amended from time to time with or without notice to you. For this reason, we encourage you to review the Terms and Conditions whenever you use the Site.

Any unauthorized, improper and/or illegal use of the Site or any contents available therein, will result in the termination of your license to use the Site.

The Site is intended for and directed to residents of Canada and the United States. BIOCELLA^® shall remain free of any liability connected to international visitors using this Site and/or any information contained therein. By accepting these Terms and Conditions through your use of the Site, you certify that you are 18 years of age or older. If you do not agree to (or cannot comply with) any of these Terms and Conditions, do not use this Site. Even if you “bookmark” a particular portion of this Site and thereby bypass these Terms and Conditions, your use of this Site still binds you to these terms.

All materials on this BIOCELLA^® Site, including, for example, all of the images, photographs, illustrations, text, product descriptions, formats, logos, designs, icons, programs, and video or audio clips (collectively, the “Contents”), are intended solely for personal, non-commercial use.

BIOCELLA^® retains all rights to copyrighted materials, trademarks, brand names, product formulas, logos, labels and packaging available and displayed on the Site.

In order to use this web site or certain parts of it, you may be required to register for a user account on this web site; in this case, you agree to provide truthful information when requested, and if a minimum age is required for eligibility for a user account, you agree that you are at least the required age.

By registering for a user account, you explicitly agree to this site’s Terms and Conditions, including any amendments made by the site editor that are published herein.

You are responsible for maintaining the confidentiality of your password, and you will be responsible for all usage of your user account and/or user name, whether authorized or not authorized by you. You agree to immediately notify BIOCELLA^® of any unauthorized use of your user account, user name or password.

BIOCELLA^® attempts to provide accurate and updated information with respect to the BIOCELLA^® products described on the Site.

This information is meant for informational purposes only and is not meant to act as a substitute for advice provided by a physician or other qualified healthcare professional.

We make no guarantee that the product descriptions and information on the Site are complete, accurate, timely or free from error.

From time to time, you may have the opportunity to post certain information, data, photographs, graphics, videos, messages or other materials, including but not limited to, comments on our products, testimonials or other opinions.

Any content that you post on the Site will be treated as non-confidential and non-proprietary to you, and may be viewed by you and other users of the Site, and you hereby grant to BIOCELLA^® and its affiliates, the royalty-free, unrestricted, worldwide, perpetual, irrevocable and fully transferable license to reproduce, distribute, copy, modify, publish, display, transmit, adapt, upload, create derivative works of and/or post such content (in whole or in part) and incorporate it in other works in any media, form or technology known, not known or later developed for any purposes.

You agree that you are the sole owner of the content. You acknowledge and agree that any content that you or any other user posts on the Site will be posted, viewed and/or used by you at your own discretion and risk.

We make no guarantee regarding the accuracy or completeness of any content posted by a user of the Site. We reserve the right (but have no obligation), at our sole discretion, to modify, refuse or remove any user content that in our judgment does not comply with these Terms and Conditions or is otherwise inappropriate, inaccurate or objectionable.

You are prohibited from violating or attempting to violate the security of the Site, including, without limitation,

1. accessing data not intended for you or logging onto a server or an account which you are not authorized to access;
2. attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
3. attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “spamming” or “crashing;”
4. sending unsolicited email, including promotions and/or advertising of products or services; or
5. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site. You agree not to use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Site other than the search engine and search agents available from us on this Site and other than generally available third party web browsers (e.g., Netscape Navigator or Microsoft Explorer)

All content appearing on the Site, including the site design, graphics, logos, icons, photographs, images, and audio and video clips, as well as the selection, assembly and arrangement thereof, and all software are the property of BIOCELLA^® and are protected by Canadian and international copyright laws. All other copyrighted materials are the property of their respective owners.

The content on the Site may be used by you as an educational or information resource. Any other use, including downloading, uploading, copying, reproducing, modifying, distributing, transmitting, republishing, displaying, creating derivative works of, or performance of the Content is strictly prohibited.

You may not provide links to images or text on our Site for commercial purposes.

Unless otherwise specified, “BIOCELLA^®,” the BIOCELLA^® logo, all product names, slogans and other logos are trademarks, or trade names (“Marks”) of BIOCELLA^® and/or BIOCELLA^® Medical Concept Solutions Inc. All other Marks are the property of their respective owners.

The use of any of our Marks without our express written consent is strictly prohibited. Your access to this web site should not be construed as granting, by implication, estoppel or otherwise, any license or right to use any Marks appearing on the web site without the prior written consent of BIOCELLA^®.

When you visit the Site or send e-mails to us, you are communicating with us electronically and consent to receive communications from us electronically. We will communicate with you by e-mail and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications must be in writing.

You agree to indemnify and hold harmless BIOCELLA^® and their representatives, subsidiaries, affiliates, related parties, officers, directors, employees, agents, independent contractors, advertisers, partners, and co-branders, from any claim or demand, including reasonable legal fees, that may be filed by any third party, arising out of your conduct or connection with this web site or service, your provision of content, your violation of these Terms of use, or any other violation by you of the rights of another person or party.

BIOCELLA^® reserves all of the site’s rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right with respect to this web site, its content, and goods and services that may be provided. The use of these rights and property requires BIOCELLA^®’s prior written consent. By making services available to you, BIOCELLA^® is not providing you with any implied or express licenses or rights, and you will have no rights to make any commercial use of this web site or provided services without BIOCELLA^®’s prior written consent.

This Terms and Conditions and your use of this Site shall be governed by the laws of Canada and the Province of Ontario without regard to its conflicts of laws principles. Any legal action or proceeding related to this Site shall be brought exclusively in a federal or provincial court of competent jurisdiction sitting in Ontario, Canada.

Neither BIOCELLA^® nor its affiliates or any of their respective directors, officers, employees or agents makes any warranty of any kind, including, but not limited to, any warranty that content or information on the site is accurate or reliable, as to the quality of any of the products described on the site, or that the site will be error free or uninterrupted. All information on the website is provided “as is” without warranty of any kind, either implied or expressed. All content provided in any area of this site is for educational purposes only.

To the extent permitted by applicable law, in no event shall BIOCELLA^®, or its affiliates, or any of their respective directors, officers, employees or agents, be liable to any person for general, direct, special, incidental, indirect, or consequential damages, including without limitation, damages resulting from the use of or reliance on the information presented from the use of or reliance on the information presented, loss of profits or revenue or costs of replacement goods, whether in an action of contract, negligence, tort, or otherwise, arising out of or in connection with the use of our website or hyperlinked site, even if BIOCELLA^® has been informed in advance of the possibility of such damages.