Cytovia Therapeutics, Inc. Terms of Use

Notice to Our Users. Welcome to the Cytovia Therapeutics, Inc. (“Cytovia”) website. The information provided on our websites, mobile applications or other online tools that link to these terms and conditions (“Website”) is for informational and/or educational purposes only. Before accessing or using this Website, please carefully read and review the following terms and conditions (the “Terms of Use”).

 

By accessing or using this Website, you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by these Terms of Use. If you do not agree to these Terms of Use, please do not use this Website.

 

1. Use of Website. The contents of this Website are intended for informational and/or educational purposes only and does not constitute healthcare or investment advice. Certain sections of this Website are intended for particular audiences, including Cytovia’s shareholders, members of the healthcare community and the general public. Your access to and use of the information contained in this Website is subject to these Terms of Use. This Website is offered and available to users who are at least the age of legal majority in their place of residence or otherwise legally competent to enter into contracts and reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with Cytovia and meet all of the foregoing eligibility requirements.

 

2. Accuracy of Information. Cytovia attempts to be as accurate as possible when providing you with information about us on our Website. However, to the extent permitted by application law, Cytovia does not warrant that the information available on our Website is accurate, complete, useful, reliable, current or error-free. Any reliance you place on such information is strictly at your own risk and Cytovia disclaims all liability and responsibility arising from any reliance placed on such content by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. Cytovia reserves the right to add, modify, correct or delete any information to or from the Website at any time without any notice. We make no commitment, however, to update or correct such information.

 

(a) Medical Advice. This Website contains general information relating to various medical conditions and their treatment. Such information does not constitute healthcare advice and is not intended to substitute for, nor does it replace, professional medical advice by your doctor or other qualified healthcare professional. Nothing on this website should be considered medical advice. You should always consult your doctor or other qualified healthcare provider with any questions you may have regarding a medical condition, procedure, or treatment.

 

(b) Press Releases and SEC Filings. Any reports filed by Cytovia, including with the U.S. Securities and Exchange Commission (the "SEC"), and any press releases issued by Cytovia and posted on the Website, are believed to be accurate and current as of the date it was prepared. However, the contents of these reports and releases can become outdated. Cytovia makes no commitment and disclaims any duty or obligation to update this information, news or any press releases. Cytovia does not represent that the materials are accurate, reliable, complete, error-free or useful on this Website nor does it represent the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Website by any information provider, user of this Website or any other person or entity. Information about companies other than Cytovia contained in the news, press releases or otherwise, should not be relied upon as being provided or endorsed by Cytovia. Reliance upon any such advice, opinion, statement, or other information shall also be at your own risk.

 

(c) Marketing Information. Marketing contents on this Website are for informational purposes only and do not constitute an offer of securities. Nothing herein is intended as an offer or solicitation in any jurisdiction or to any potential investor where such offer or sale is not qualified or exempt from regulation.

 

3. Forward-Looking Statements. From time-to-time, Cytovia and our representatives may make written or oral forward-looking statements, including statements contained on the Website, in press releases, filings with the SEC, and our reports to stockholders. Such written or oral statements include, without limitation, Cytovia’s operations, prospects, strategies, financials, performance, plans, objectives, product candidates being developed by us and/or our collaborators and research and development programs now underway or planned. These statements are based upon several assumptions and estimates that are subject to significant uncertainties, many of which are beyond Cytovia’s control. When used on or in the Website, words and phrases like "will likely result," "expects," "believes," "will continue," "is anticipated," "estimates," "projects," “intends,” “seeks”, “plans” and other similar expressions are intended to identify a forward-looking statement, although not all forward-looking statements may contain these identifying words.

 

Any forward-looking statements are made based on management’s current beliefs and judgment, and we caution readers not to rely on any forward-looking statements made by Cytovia. Cytovia does not undertake any obligation to update any forward-looking statement as a result of new information, future events, developments or otherwise.

 

4. Representations and Warranties; Limitation of Liability. 

 

THE WEBSITE IS PROVIDED ON AN “AS IS” AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, CYTOVIA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CYTOVIA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NEITHER CYTOVIA NOR ANY PERSON ASSOCIATED WITH CYTOVIA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE.

 

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

 

Your use of the Website and its content is at your own risk. You understand that Cytovia cannot and does not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code.

 

TO THE FULLEST EXTENT PERMITTED BY LAW, CYTOVIA SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE WEBSITE, EVEN IF CYTOVIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY INFORMATION OBTAINED THROUGH THE USE OF THE WEBSITE OR THAT ARISES IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE WEBSITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, WAR, TERRORISM, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE SERVICES.

 

IF FOR ANY REASON THE DISCLAIMERS OF WARRANTIES OR LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 4 IS/ARE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN CYTOVIA'S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES HEREUNDER SHALL BE LIMITED TO THE LESSER OF THE TOTAL FEES PAID BY YOU TO CYTOVIA DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY (IF ANY) AND ONE HUNDRED DOLLARS (USD $100).

 

IN THE EVENT OF ANY PROBLEM WITH THE WEBSITE OR ANY CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE WEBSITE.

 

THE FOREGOING LIMITATION OF LIABILITY WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

5. Intellectual Property.

 

(a) Copyrights. All content available on the Website, including, but not limited to, text, graphics, artwork, logos, service marks, images, photographs, audio and visual clips, data compilations, and software, and the compilation thereof (collectively referred to as the "Website Content") is the property of Cytovia and its affiliates, subsidiaries, partners, collaborators, or licensors, and is protected by the United States and international copyright laws.

 

(b) Trademarks. The trademarks, logos, and service marks displayed on the Website (collectively referred to as the "Trademarks") are the registered and unregistered marks of Cytovia and its affiliates, subsidiaries, partners, collaborators, or licensors, and is protected by the United States and international trademark laws.

 

(c) Limited License. Subject to these Terms of Use, Cytovia grants to you a personal, nonexclusive, nontransferable and limited license (without the right to sublicense) to access and use the Website and download, print and/or copy the Website Content solely for your own personal use (not commercial). Nothing contained in this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to Cytovia’s Trademarks or Website Content (collectively referred to as the "Marks"), patents, trade secrets or other intellectual property embodied in the Website. Unauthorized use or misuse of any of the Marks or Cytovia's other intellectual property or materials, except as permitted herein, is expressly prohibited and may be in violation of law and/or regulation. All rights not expressly granted herein are reserved by Cytovia. The Marks and any other portion of the Website may not be used, reproduced, duplicated, copied, sold, resold, accessed, modified or otherwise exploited, in full or in part, for any purpose without Cytovia’s prior written authorization. Cytovia has and will continue to actively enforce its intellectual property rights to the fullest extent permitted by law.

 

YOUR USE OF THE WEBSITE CONTENT IS SOLELY AT YOUR OWN RISK.

6. Indemnification. You agree to defend, indemnify and hold Cytovia, its affiliates and subsidiaries and their respective officers, directors, employees, agents, licensors and licensees (collectively referred to as the “Cytovia Indemnitees”) harmless for any loss, damages or costs (including reasonable attorney fees) resulting from any third-party claim, action or demand arising out of or are related to your use of the Website or its content. You also agree to indemnify Cytovia Indemnitees for any loss, damages or costs (including reasonable attorney fees) resulting from your introduction of any unauthorized computer code, device, software routines, program or other feature embedded by anyone designed to disrupt, disable, or harm in any manner the operation of the Website, such as, without limitation, any virus, Trojan horse, worm, time bomb, automatic shutdown, software lock, drop dead device, malicious logic, trap or back door, botnet, malware, or your use of software robots, spiders, crawlers or similar data gathering and extraction tools, or your taking of any other action that imposes an unreasonable burden or load on Cytovia’s infrastructure. Cytovia reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. No settlement that affects the rights or obligations of Cytovia may be made without Cytovia's prior written approval.

 

7. Submissions.  Subject to any applicable terms and conditions set forth in our Privacy Policy, if you transmit or otherwise provide to Cytovia any feedback, suggestions, ideas, comments, inquiries or other information, including resumes and other employment-related information (individually, a “Website Submission” and collectively, "Website Submissions"), these Website Submissions will be treated as non-proprietary and non-confidential information by Cytovia.

 

You also acknowledge that Cytovia may use your Website Submission, and any ideas, concepts or know-how contained therein, for any purpose including, without limitation, researching, developing, manufacturing, distributing and commercializing products. By posting or transmitting Website Submissions to Cytovia (or its third party designees) through the Website, you hereby grant Cytovia and its third party designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), transferable, royalty-free, perpetual, irrevocable right to use, reproduce, sublicense (through multiple tiers), distribute, create derivative works of, perform and import your Website Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without any compensation to you.

 

If you make a Website Submission, you represent and warrant that you own or otherwise control the rights to your Website Submission and may provide them to Cytovia for Cytovia’s use and without restrictions. You further represent and warrant that such Website Submission does not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, any form of "spam" or any threatening, harassing, libelous, false, defamatory, offensive, obscene or pornographic material, or other material that would violate any applicable law or regulation, including but not limited to any local, state, or federal laws or regulations governing equal employment opportunities. You may not use a false email address, impersonate any person or entity, or otherwise mislead Cytovia as to the origin of any Website Submission.

 

Cytovia may, but is not obligated to, review or monitor areas on the Website where users may transmit or post communications, including discussion groups, bulletin boards, chat rooms and user forums. Cytovia is not responsible for the accuracy of any posted information, including but not limited to information, data, opinions, advice or statements transmitted or posted in these areas. Cytovia reserves the right to remove any content which allegedly infringes another person's copyright. You agree to indemnify us for all claims arising from your claims to any rights in any Website Submission.

 

8. Third Party Links. Cytovia is not responsible for the content of any websites linked to or from the Website, including social media or other third-party websites and services (collectively referred to as the “Linked Sites”). Linked Sites appearing on this Website to other websites are for convenience only and inclusion of Linked Sites does not imply an endorsement or recommendation by Cytovia. Linked Sites are not under the control of Cytovia, its affiliates or subsidiaries. Cytovia makes no warranties or representations of any kind as to the timeliness, accuracy or completeness of information contained in such Linked Sites and shall have no liability for any damages or injuries arising from such content or information. When you access Linked Sites, you do so at your own risk. When leaving the Website, you should be aware that our terms and policies no longer govern. You should carefully review the terms and conditions and privacy policies of other websites that you visit.

9. Governing Law; Arbitration. The law of the State of New York, U.S.A. shall govern these Terms of Use, without regard or effect being given to choice-of-law principles. You and Cytovia agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Terms of Use.

 

Any dispute relating in any way to your visit to the Website shall be submitted to confidential arbitration in Borough of Manhattan, County of New York, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, Cytovia may seek injunctive or other appropriate relief in a court of competent jurisdiction in New York and you consent to exclusive jurisdiction and venue in such courts. THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

 

Arbitration shall be conducted under the then prevailing rules of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration shall be joined to an arbitration involving any other party, whether through class arbitration proceedings or otherwise.

 

10. General. You acknowledge and agree that these Terms of Use constitute the complete and exclusive agreement between you and Cytovia and its affiliates and subsidiaries concerning your use of the Website and supersede and govern all prior agreements or other communications.

 

Cytovia reserves the right, in its sole discretion, to change these Terms of Use at any time by posting the changes on the Website without any advance notice to you. Any changes are effective immediately upon posting to the Website. Your continued use of the Website constitutes your agreement to all such terms and conditions. Cytovia may terminate or modify your access to the Website, with or without notice to you, at any time for any reason. In the event that Cytovia terminates or modifies your access to the Website, you will be required to comply immediately with any termination or other modification, including ceasing all use of the Website or its content, as applicable. Termination will not limit any of Cytovia's other rights or remedies.

 

Nothing contained in these Terms of Use shall be construed as creating any agency, partnership or other form of joint enterprise between you and Cytovia and its affiliates and subsidiaries. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof by Cytovia. If any provision of these Terms of Use are held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and Cytovia will amend or replace such provision with one that is valid and enforceable and that accomplishes, to the extent possible, Cytovia’s original intention as reflected in the original provision.

 

For questions about these Terms of Use, please contact us at:

 

Email: ContactUs@cytoviatx.com

Subject: Accessibility Policy

 

or

Cytovia Therapeutics, Inc.
Attn: Accessibility Policy
18851 NE 29th Avenue, 2nd Floor

Aventura, Florida 33180, USA

 

or

 

Phone Number: (786) 591-7001

 

Changes to these Terms of Use
Cytovia reserves the right to modify, add or remove portions of these Terms of Use at its discretion and without prior notification. Any changes to these Terms of Use will be posted on this website. These Terms of Use were last updated October 2021.