Terms of Use

Bioniz, LLC ("Bioniz") provides materials on its Web sites for consumers and health care providers for general informational, educational, and disease and treatment awareness purposes. Certain parts of its Web sites may also be used by individuals interested in seeking employment opportunities with Bioniz. These Terms & Conditions cover only the Web sites that are registered to Bioniz ("Web sites"), including www.bioniz.com

Although accessible by others, the Web sites and their contents are primarily intended for access and use by U.S. residents.

Please carefully read these Terms & Conditions, which apply to your access and to the use of Bioniz's Web sites. By accessing or using any of Bioniz's Web sites, you agree to be bound by these Terms & Conditions. If you do not agree to be bound by these Terms & Conditions, please discontinue access and use of the Web site. We reserve the right to revise these Terms & Conditions at any time. Your continued use of this Web site after we post revised Terms & Conditions, which will be reflected by the "updated date" at the bottom, signifies your acceptance of the revised Terms & Conditions. Therefore, it is important to check the Terms & Conditions each time you visit any Bioniz Web site. We may, in our sole discretion, terminate your access to the Web site or certain features at any time and without notice, including, without limitation, due to any violation by you of these Terms & Conditions.

The Web site contains information concerning Bioniz and its products and services and others and general information that may be useful to our customers, patients, investors, and employees. Bioniz makes no representations or warranties and assumes no responsibility or liability as to the accuracy, completeness, reliability or usefulness of any information contained on the Web site. Further, Bioniz expressly disclaims any obligation to update or correct information contained on the Web site and explicitly disclaims any duty to do so. Bioniz assumes no liability or responsibility for any errors or omissions in the content of the Web site. Bioniz reserves the right to make additions, deletions or modifications to the information or materials on the Web site at any time and in any way without notice.

Modifications to These Terms & Conditions

Bioniz may modify these Terms & Conditions or any portion of them at any time and in any way with or without notice to you by updating this posting. Your use of this Web site is subject to any such revisions and you should periodically visit this page to review the current Terms & Conditions that apply to your use of this Web site. Your continued access to or use of this Web site and/or any services offered through it shall be your conclusive acceptance of these Terms & Conditions, including any modifications.

Forward Looking Statements

The statements in this Web site that are not descriptions of historical facts may be forward-looking statements. Those statements involve substantial risk and uncertainties. These risks and uncertainties may cause actual results to differ materially from the results discussed in any forward-looking statements, particularly those risks and uncertainties inherent in the process of discovering, developing and commercializing drugs that are safe and effective for use as human therapeutics. Factors that may cause such a difference include material developments affecting our business and prospects, such as the failure to successfully commercialize any approved product; lack of achievement of expected revenue goals; risks and uncertainties surrounding the presentation of data to the FDA and approval of biologics product applications by the FDA; risks related to our clinical trials; the risk that the results obtained in one clinical trial will not be obtained in a subsequent clinical trial; the risk that the safety or efficacy results of a clinical trial will not support an application for a biologics license; the risk that the FDA will not approve a product for which a biologics license has been applied; the risk that preclinical development efforts will not generate results that warrant further development of a product candidate; progress on the expansion of our commercial facilities, including the expansion of our manufacturing capacity and other necessary infrastructure; success in the hiring of additional personnel to support business growth and expansion; our dependence on the efforts of third parties for certain key components and services; our reliance on intellectual property protection; and the risk we may need to raise additional capital to fund business growth or operations. Further information on the factors and risks that could affect Bioniz's business, financial condition, and results of operations are contained in Bioniz's public disclosure filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov.

Limited Right of Use/Ownership of Contents

Content of the Bioniz Web site is protected by U.S. and international copyright, trademark and other applicable intellectual property laws and is owned or controlled by Bioniz or a party credited as the provider of specific content. You may not copy, modify, adapt, upload, download, post, transmit, republish translate, exhibit, display, perform, distribute, participate in the transfer or sale of, create derivative works from, reverse engineer, decompile or dissemble or in any way exploit any of the content, including without limitation the HTML or other software instructional code, contained in, or forming part of, our Web site, in whole or in part, without our prior written permission except for your own personal, non-commercial purposes or where otherwise indicated on the Web site where found as permissible. We may offer the download and use of RSS feeds, digital audio, video content, and/or podcasts from our Web sites. The download and use of RSS feeds from this Web site is subject to our RSS Feed License terms. The download and use of digital audio and/or video content and/or podcasts from this Web site is subject to our Podcast License terms. Nothing contained in this Web site, except for any RSS Feed License or Podcast License shall be construed as granting a license or other rights under any patent, trademark, copyright or other intellectual property of Bioniz or any third party. Please be advised that Bioniz actively enforces its intellectual property rights to the fullest extent allowed by applicable laws.

The prohibitions discussed in the paragraph above, include, but are not limited to, a prohibition on scraping or using any "robot," "bot," "spider," "data mining," "computer code" or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the Web site or any data or content found on or accessed through the Web site, without our prior permission. In addition, linking to any page other than one of the Bioniz Web sites' home pages (also known as deep linking) is prohibited except when done in conformity with the RSS Feed License or Podcast License.

Non-Endorsement, Discretion to Post, and Limited Rights Regarding User-Posted Content

Information and postings on forums, comment areas, blogs or other interactive features may be provided by persons acting on our behalf, as well as unrelated third parties. Many Web site users may use anonymous screen names and are people not otherwise connected with us. Bioniz is not responsible for the content of any communication submitted or posted by Web site users to any features publicly viewable on the Web site, such as blogs, message boards or other interactive content, nor do we guarantee the truthfulness, accuracy or validity of any posted communication. Any action you take or do not take based upon information posted to the Web site's interactive features, including, but not limited, to medical, investment, trading, employment or other decisions, is done at your own risk.

By submitting communications or content to any interactive part of this Web site, you agree that such submission is non-confidential for all purposes and that any inclusion of personally identifiable information, such as name, photograph or other information in such posts may allow others to identify you. If you are a healthcare professional, you agree that you will not submit any information that would directly identify a patient or any information for which you do not have all necessary consents or authorization to disclose. We reserve the right (but assume no obligation) to monitor any submissions or postings and delete, move or edit any content that we consider inappropriate or unacceptable for any reason. You shall not submit any communication or content that infringes or violates any right of any party, including communications that contain profanity, are defamatory, harassing, threatening, inflammatory, obscene, pornographic, invasive of privacy, illegal or otherwise encourages illegal activity, would violate the rights of others, give rise to liability or that is intended as a sales pitch for other products or services. Where we do moderate interactive features such as blogs, we may review comments and postings for relevance, topicality and appropriateness and we may withhold or remove postings for any reason, within our sole discretion. We are unlikely to post comments relating to ongoing legal matters or regulatory issues. The posting of submissions that are selected for publication will be delayed during our review process. We may forward some comments to Bioniz employees for follow-up.

We reserve the right to republish any material contributed by Web site visitors. By posting a message in any public area of the Web site or submitting any correspondence to us, you expressly grant us a global nonexclusive license to publish, reproduce, sell, disclose, distribute or use such material for any purpose whatsoever. You hereby further grant us the global nonexclusive right to use any ideas, concepts or techniques embodied in such materials for any purpose whatsoever. In addition, you hereby waive any and all moral rights you may have in any such materials. Further, you hereby authorize us to edit and otherwise modify any such material prior to our use, publication, distribution, sale, reproduction or disclosure thereof. You also agree that all such material will be deemed to be provided to us on a non-confidential and non-proprietary basis. Material that is copyright protected may not be submitted without permission from the copyright owner, and you are solely responsible for the failure to obtain any such permission. As further explained in our privacy policy, we will also comply with legal requests to disclose any personally identifiable information or other information collected over our Web sites (such as submissions, communications or postings to others,) including to law enforcement agencies.

Third-party Sites and Linking

We may provide links to certain other third-party Web sites merely as a convenience for users of Bioniz Web sites.

These third-party Web sites are maintained on third-party servers and are not under the control of Bioniz. We do not control the material on such third-party Web sites. Access to such third-party Web sites is at the user's own risk and Bioniz is not responsible for its accuracy or reliability. Inclusion of links to third-party Web sites does not constitute an endorsement, approval, or guarantee the accuracy of the contents of any linked Web sites, including any of the opinions and predictions of any financial analysts with respect to Bioniz or any of its securities. We expressly disclaim any responsibility for the content of any third-party Web sites linked to our Web site. We urge you to use discretion when you access any third-party Web sites linked to our Web site.

Privacy

Personal information you provide to us is subject to our Privacy Policy, as updated from time to time in our Website.

Indemnification

By accessing and/or using the Web site, you agree to indemnify, defend and hold Bioniz and its respective officers, directors, employees, members, agents, representatives, business partners, information providers, licensors and licensees and their respective heirs and assigns (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs, including, without limitation, reasonable attorneys fees and expenses, incurred by the Indemnified Parties in connection with any claim arising out of, or breach by you of, these Terms & Conditions, any related license terms (e.g., any RSS Feed License terms or Podcast License terms) or from any other unauthorized use by you of this Web site. You agree to cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not enter into any settlement agreement that affects the rights of any of the Indemnified Parties or requires the taking of any action by any of them, without our prior written approval.

Disclaimer of Warranties and Liability

THE CONTENT ON BIONIZ'S WEB SITE ARE PROVIDED "AS IS" "WITH ALL FAULTS" AND "AS AVAILABLE" AND BIONIZ MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, CREATED BY LAW, CONTRACT OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. BIONIZ MAKES NO REPRESENTATION OR WARRANTY THAT ACCESS TO THE WEB SITE WILL BE AVAILABLE ON A CONTINUOUS BASIS, WILL BE UNINTERRUPTED, OR THAT THE INFORMATION CONTAINED ON THE WEB SITE WILL BE TIMELY, COMPLETE OR ERROR FREE.

EACH PERSON ASSUMES FULL RESPONSIBILITY AND ALL RISKS ARISING FROM ACCESS AND USE OF ANY BIONIZ WEB SITE. IN NO EVENT SHALL BIONIZ OR ANY OF OUR SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, REPRESENTATIVES, BUSINESS PARTNERS, INFORMATION PROVIDERS AND LICENSORS AND THEIR RESPECTIVE HEIRS AND ASSIGNS BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL (INCLUDING LOSS OF PROFIT), PUNITIVE OR OTHER DAMAGES ARISING FROM OR IN CONNECTION WITH THE EXISTENCE, ACCESS OR USE OF ANY BIONIZ WEB SITE OR THE INABILITY TO USE OR LOSS OF DATA CONTAINED WITHIN THE WEB SITES, REGARDLESS OF WHETHER BIONIZ OR ANY OF THE OTHER ENTITIES OR PERSONS LISTED ABOVE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. IN STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, BIONIZ'S LIABILITY, AND THAT OF ITS SUBSIDIARIES OR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, BUSINESS PARTNERS, INFORMATION PROVIDERS AND LICENSORS AND THEIR RESPECTIVE HEIRS AND ASSIGNS IS LIMITED TO THE FULLEST EXTENT ALLOWED BY SUCH STATES' LAWS.

We do not warrant that the functions or informational materials contained in or accessed through our Web sites are free of computer viruses or other harmful components. Although we make a good faith effort to update the content of our Web site periodically, we do not have a duty to update information contained in our Web sites, and we will not be liable for any failure to update such information.

BIONIZ assumes no responsibility or liability arising from content of the Web sites nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger or inaccuracy contained in any information within the Web sites or accessed through the Web sites.

BIONIZ Web Sites Copyright Infringement Policy For Interactive Features

Bioniz respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Bioniz has the right to terminate the access of infringers to interactive features.

If you believe your work has been copied and posted on or through the Web site in a way that constitutes copyright infringement, please contact us: [email protected].

Miscellaneous

These Terms & Conditions constitute the entire agreement between you and Bioniz and govern your use of the Web site and any information or services offered on the Web site. This agreement supersedes any prior terms of use or other agreements between you and Bioniz concerning use of this Web site.

These Terms & Conditions are governed by and shall be construed in accordance with the laws of the State of California without regard to its conflict of law provisions. By accessing or using this Web site, you agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within the State of Washington for resolution of any disputes arising out of or relating to these Terms & Conditions or your use of the Web site. You agree that, except as expressly provided in these Terms & Conditions there shall be no third-party beneficiaries of these Terms & Conditions.

The failure by us to exercise or enforce any right or provision of these Terms & Conditions shall not constitute a waiver of such right or provision, and no waiver shall be enforceable unless in writing and signed by the party against whom enforcement is sought.

If any portion of these Terms & Conditions is held to be unenforceable, the unenforceable portion will be construed in accordance with the relevant law to as nearly as possible reflect the original intentions of the parties and the remainder of the agreement will be enforced as written.

Thank you for visiting our Web sites. If you have questions or comments regarding any of our Web sites, they should be directed to: [email protected]

Updated June 2010