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Privacy and Terms Of Use

Terms of Use and Acceptance of Terms

Codagenix, Inc. (hereinafter “Codagenix”) has adopted the following Terms of Use (the “Terms of Use”) governing our policies related to your use of our Platform (as defined below). Throughout these Terms of Use, the words “we,” “us,” and “our” refer to Codagenix and its affiliates. By accessing or using our Web site at: https://codagenix.com (the “Site”) or any of our mobile applications (collectively with the Site, the “Platform”) on any computer, mobile phone, tablet, console or other device, you signify that you have read, understand and agree to be bound by these Terms of Use. We may modify these Terms of Use at any time. Your continued use of our Platform, constitutes your acceptance to these Terms of Use and any updates. If you do not agree to these Terms of Use, please do not use our Platform.

Intellectual Property Rights

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, videos, artwork and computer code, and the design, structure, selection, coordination, expression, “look and feel” and arrangement of each component of the Platform (collectively, “Content”) is owned, controlled or licensed by or to Codagenix, and is protected by, copyright, patent and trademark, trade name and trade dress laws, and various other intellectual property rights (collectively, “Intellectual Property Rights”) and unfair competition laws. All Content is the proprietary property of Codagenix or its licensors. All rights reserved.

No part of the Platform may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, reverse engineered or distributed in any way (including “mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without Codagenix’s express prior written consent. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Platform or the Content.

Nothing in these Terms of Use shall be interpreted as granting any license of Intellectual Property Rights to you.

Links

The Platform may contain links to Web sites, applications or other products or services operated by other companies or entities or governmental units (“Third Party Platforms”). Codagenix does not endorse, monitor or have any control over these Third Party Platforms, which have separate terms of use and privacy policies. Codagenix is not responsible for the content or policies of Third Party Platforms and you access such Third Party Platforms at your own risk.

Personal Non-Commercial Use

Unless otherwise specified, you may use the Content and the Platform for your personal and non-commercial use. You may use Content available on the Platform purposely made available by Codagenix for downloading from the Site, provided that, unless you have Codagenix’s prior written consent, you (1) shall not remove or alter any proprietary notice, (2) shall use such information only for your personal, non-commercial use, (3) shall not copy or post such information on any networked computer or broadcast it in any media, and (4) shall make no modifications thereto. You agree not to use any data mining, robots, scraping or similar data gathering methods.

No Unlawful or Prohibited Use

You agree not to use our Platform for any purpose that is unlawful or prohibited by these Terms of Use or in any manner that could damage, disable, overburden, or impair our Platform, our server, our applications or any network to which any of our servers may be connected, or interfere with any other party’s use and enjoyment of the Platform. You agree not to attempt to gain unauthorized access through our Platform to other accounts, computer systems or networks to which any of our servers may be connected through hacking, password mining or any other means. You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available to you through our Platform.

Disclaimers

CODAGENIX DOES NOT PROMISE THAT THE PLATFORM OR ANY CONTENT, SERVICE, PRODUCT OR FEATURE OF THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. THE PLATFORM AND ITS CONTENT ARE DELIVERED TO YOU ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE PLATFORM IS SUBJECT TO CHANGE WITHOUT NOTICE. CODAGENIX CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE PLATFORM WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. CODAGENIX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CODAGENIX DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE PLATFORM. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE PLATFORM AND ANY LINKED SITES. TO THE FULLEST EXTENT PERMITTED BY LAW, CODAGENIX DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS OR CONTENT IN THE PLATFORM IN TERMS OF THEIR CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, RELIABILITY OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT AT YOUR OWN RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE AND ANY DAMAGE TO YOUR MOBILE DEVICE, COMPUTER SYSTEM OR OTHER DEVICE IN WHICH YOU ACCESS THE PLATFORM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT. CODAGENIXRESERVES THE RIGHT TO CHANGE ANY AND ALL CONTENT AND OTHER ITEMS USED OR CONTAINED IN THE PLATFORM AT ANY TIME WITHOUT NOTICE. YOUR SOLE REMEDY AGAINST CODAGENIXFOR DISSATISFACTION WITH THE PLATFORM OR ANY CONTENT IS TO STOP USING THE PLATFORM OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use of the Platform or the Content, whether for breach of contract, tort, negligence or any other cause of action.

SOME STATES DO NOT PERMIT LIMITATIONS OR EXCLUSIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Codagenix reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Platform, or any portion of the Platform, for any reason; (2) to modify or change the Platform, or any portion of the Platform, and any applicable policies or terms of use; and (3) to interrupt the operation of the Platform, or any portion of the Platform, as necessary to perform routine or non-routine maintenance, error correction, or otherwise.

Medical Information

Our Platform may contain general information relating to various medical conditions and their treatment. Such information is provided for informational purposes only and is not meant to be a substitute for advice provided by a doctor or other qualified healthcare professional. Codagenix is not engaged in rendering medical or similar professional services or advice via our Platform, and the information provided is not intended to replace medical advice offered by a physician. You should not use the information contained on our Platform for diagnosing a health or fitness problem or disease. You should always consult with a doctor or other healthcare professional.

Availability of Products Mentioned

Information that Codagenix publishes on the Codagenix may contain references or cross references to products that are not available or approved by the appropriate regulatory authorities in your country. Such references do not imply that Codagenixintends to announce or make available such products or services to the general public or in your country.

Securities Laws

The Platform may include forward looking statements that involve substantial risks and uncertainties concerning Codagenix’s operations, prospects, strategies, financial condition, future economic performance, conduct or results of ongoing, planned or potential clinical trials, the regulatory approval or non-approval of Codagenix’s products and demand for Codagenix’s products or services, as well as its intentions, plans and objectives that are beyond its control. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond Codagenix’s control. When used on the Platform, words like “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. Such forward-looking statements involve substantial risks and uncertainties that could cause results to differ significantly from those expressed or implied by the forward-looking statements. Codagenixundertakes no obligation to update or revise any forward-looking statements. Codagenix wishes to caution the reader that actual results may differ from those discussed in the forward-looking statements.

Jurisdictional Issues

Codagenix makes no representation that information on the Platform is appropriate or available for use outside the United States. Those who choose to access the Platform from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. No content from the Platform may be downloaded or otherwise exported in violation of United States law.

Limitation of Liability

In no event will Codagenix be liable to you for any indirect, consequential, exemplary, incidental or punitive damages even if Codagenix has been advised of the possibility of such damages.

If, notwithstanding the other provisions of these Terms and Conditions, Codagenix is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Platform or Content, Codagenix’s liability shall in no event exceed US$10.00.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

If Codagenixis successful in any legal action taken by Codagenix against you as a result of your violation of these Terms of Use, Codagenix will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Codagenix.

Privacy

Our Privacy Policy, which is incorporated into these Terms of Use by this reference, further describes the collection and use of information on our Platform.

Indemnity

You agree to indemnify and hold Codagenix, its directors, officers, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any and all demands, losses, liabilities, claims or expenses (including attorneys’ fees) arising from or relating in any way to your use of Content, your use of the Platform, your conduct in connection with the Platform or with other Platform users, or any violation of these Terms of Use, any law or the rights of any third party.

Miscellaneous

You agree that this Platform, Terms of Use, Privacy Policy and any dispute between you and Codagenix shall be governed in all respects by the laws of the Commonwealth of Massachusetts, United States of America, without regard to choice of law provisions. Except where prohibited, you agree that all disputes, claims and legal proceedings directly or indirectly arising out of or relating to this Platform shall be resolved individually, without resort to any form of class action, and exclusively in the state or federal courts located in Boston, Massachusetts. You consent to waive all defenses of lack of personal jurisdiction and forum non-conveniens with respect to venue and jurisdiction in the state and federal courts of Boston, Massachusetts. Any cause of action or claim you may have with respect to the Platform must be commenced within one (1) year after the claim or cause of action arises. Codagenix’s failure to insist upon or enforce strict performance of any of these Terms of Use shall not be considered a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall modify any of these Terms of Use. Codagenix may assign its rights and duties under these Terms of Use to any party at any time without notice to you.

Severability

If any provision in these Terms of Use is held invalid, the remainder of these Terms of Use shall continue to be enforceable. If any provision in these Terms of Use is deemed unlawful, void or unenforceable, then that provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable.

Last Updated: ___________________________

© 2019 Codagenix, Inc