WEBSITE TERMS OF USE

Last Modified: November 2017

Welcome to Epibone.com, a website offered by EpiBone, Inc. (“EpiBone,” “we,” or “us”). This page explains the terms by which you may use our website (and any successor site in connection with which this Agreement is provided) (the “Site”). By accessing or using the Site, you signify that you have read, understood, and agree to be bound by this Terms of Use (“Agreement”) and to the collection and use of your information as set forth in our Privacy Policy. EpiBone reserves the right to modify these terms and will provide notice of the modifications as described below. This Agreement applies to all visitors and others who access the Site (“Users”).

Please read this Agreement carefully to ensure that you understand each provision. This agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

Use of Our Site
The Site is designed to provide general information about EpiBone’s products and services.
Eligibility
This is a contract between you and EpiBone. You must read and agree to this Agreement before using the Site. If you do not agree, you may not use the Site. You may use the Site only if you can form a binding contract with EpiBone, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use of or access to the Site by anyone under 13 is strictly prohibited and in violation of this Agreement. The Site is not available to any Users previously removed from the Site by EpiBone.
Access to the Site
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Site for your personal, noncommercial use only and as permitted by the features of the Site. EpiBone reserves all rights not expressly granted herein in the Site and the EpiBone Content (as defined below). EpiBone may terminate this license at any time for any reason or no reason.
Site Rules
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Site in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site in a manner that sends more request messages to the EpiBone servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that EpiBone grants the operators of public search engines revocable permission to use spiders to copy publically available materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Site; (vii) collecting or harvesting any personally identifiable information from the Site; (viii) using the Site for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Site; (xi) accessing any content on the Site through any technology or means other than those provided or authorized by the Site; or (xii) bypassing the measures we may use to prevent or restrict access to the Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein.

Accessing any audiovisual content that may be available on the Site for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited unless explicitly permitted by the functionality of the Site. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Site to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.

We may, without prior notice, change the Site; stop providing the Site or features of the Site, to you or to Users generally; or create usage limits for the Site. We may permanently or temporarily terminate or suspend your access to the Site without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
Our Proprietary Rights
The Site and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “EpiBone Content”), and all intellectual property rights related thereto, are the exclusive property of EpiBone and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any EpiBone Content. Use of the EpiBone Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

EpiBone Content may contain information, news, and/or press releases, the content of which is accurate or current only as of the date of the particular information, news, press release, or posting. EpiBone does not update press releases after publication.

You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place EpiBone under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, EpiBone does not waive any rights to use similar or related ideas previously known to EpiBone, or developed by its employees, or obtained from sources other than you.
Privacy and Security; Location of Services
We care about the privacy of our Users. You understand that by using the Sites you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States.

EpiBone cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

The Site is controlled and operated from facilities in the United States. EpiBone makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.
No Professional Advice
Any information presented on the Site as of a particular date may only be accurate as of such date and EpiBone disclaims any responsibility to update such information. Further, EpiBone shall be not responsible for any action taken based on the information presented on the Site, and all Users agree that all access and use of the Site, and any and all content provided hereon, is and will be at the User’s own risk.

The Site does not, and is not intended to, provide medical or other professional advice, nor does it provide instruction on the appropriate use of any product or service produced or supplied by EpiBone, its affiliates, or its or their licensors, licensees, or joint venture partners. You hereby acknowledge and agree that, unless otherwise expressly stated, products and services described on the Site have not been found safe or effective by any regulatory agency and are not approved for use outside of preclinical trials. The information presented on the Site should not be interpreted or construed in any way as a replacement or substitution for medical advice provided by your doctor or healthcare provider.
Safe Harbor
This Site may contain “forward-looking” statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements relating to EpiBone’s preclinical and clinical development programs and products and services. Any statements relating to EpiBone’s goals, plans, mission, expectations, beliefs, and the like using words like “believes,” “anticipates,” “plans,” “expects,” “intends,” “will,” “goal,” “potential” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially; including the risks and uncertainties inherent in the discovery, development, and commercialization of medical products and services; the risks and uncertainties associated with our technologies and those of our competitors; and other risks that, when/if appropriate, will be detailed in our filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date they were originally included in this website. EpiBone disclaims any intent or obligation to update these forward-looking statements. The information on this website is not intended and should not be construed as an offer to sell securities of any kind.
Third-Party Links and Information
The Site may contain links to third-party websites, information, materials, products, or services that are not owned or controlled by EpiBone. EpiBone does not endorse or assume any responsibility for any such third-party websites, information, materials, products, or services. If you access a third-party website or service from the Site on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and EpiBone’s Privacy Policy do not apply to your use thereof. You expressly relieve EpiBone from any and all liability arising from your use of any such website, information, material, product, or service.
Indemnity
You agree to defend, indemnify and hold harmless EpiBone and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Site, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; or (v) your negligence, gross negligence, fraud, or willful misconduct.
No Warranty; Disclaimers
The Site is provided on an “as is” and “as available” basis. Use of the Site is at your own risk. To the maximum extent permitted by applicable law, the Site is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from EpiBone or through the Site will create any warranty not expressly stated herein. Without limiting the foregoing, EpiBone, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Site will meet your requirements; that the Site will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Site is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Site is downloaded at your own risk and you will be solely responsible for any damage to your computer system or loss of data that results from such download or your use of the Site.

EpiBone does not warrant, endorse, guarantee, or assume responsibility for any product or site advertised or offered by a third party through the Site or any hyperlinked website or site, and EpiBone will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement will not apply to the extent prohibited by applicable law.
Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall EpiBone, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, this Site. Under no circumstances will EpiBone be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Site or the information contained therein.

To the maximum extent permitted by applicable law, EpiBone assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our site; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our site by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Site; and/or (vii) the defamatory, offensive, or illegal conduct of any third party. In no event shall EpiBone, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to EpiBone hereunder or $100.00, whichever is greater.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if EpiBone has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law.
Governing Law, Arbitration, and Class Action/Jury Trial Waiver
Governing Law.
You agree that: (i) the Site shall be deemed solely based in California; and (ii) the Site shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York. This Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in New York County, New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that New York County, New York is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
Arbitration.
Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from EpiBone. For any dispute with EpiBone, you agree to first contact us at info@epibone.com and attempt to resolve the dispute with us informally. In the unlikely event that EpiBone has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Kings County, New York, unless you and EpiBone agree otherwise. JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing EpiBone from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.
Class Action/Jury Trial Waiver.
With respect to all persons and entities, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and EpiBone are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
General
Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by EpiBone without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Notification Procedures and Changes to the Agreement. EpiBone may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by EpiBone in our sole discretion. EpiBone reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. EpiBone is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. EpiBone may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page. Your continued use of the Site after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Site.
Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with EpiBone in connection with the Site, shall constitute the entire agreement between you and EpiBone concerning the Site. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and EpiBone’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
California Residents. The provider of the Site is EpiBone, Inc., a Delaware corporation, with offices at 760 Parkside Avenue, Suite 222, Brooklyn, New York 11226. You can contact us via email at info@epibone.com. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Sites of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.