Table of contents

1. Acceptance of the Terms and Conditions.
2. Use of the Web Site
3. Limitation of Liability and Disclaimer of Warranties
4. Indemnification
5. Termination of Terms
6. User Must Comply with Applicable Laws
7. U.S. Government Restricted Rights
8. Miscellaneous

Terms of Use

1. Acceptance of the Terms and Conditions

1.1 VedaBioBio, Inc. (herein referred to as the “VedaBio,” “we,” “us” or “our”) provides and makes available this web site (the “Web Site”). All use of the Web Site is subject to the terms and conditions contained in these Terms ofUse (the “Terms”). Please read these Terms carefully. By accessing, browsing or otherwise using the Web Site, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into theseTerms on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms “you” or “your” shall refer to such entity and its affiliates.If you do not have such authority, or if you do not accept the terms and conditions of these Terms, you will not access, browse, or otherwise use the Web Site.

1.2 You understand and agree that we may change these Terms at any time without prior notice. You may read a current, effective copy of these Terms at any time by selecting the “Terms of Use” link on the Web Site. The revised terms and conditions will become effective upon user notification and acceptance. Any use of the Web Site after such date shall constitute your acceptance of such revised terms and conditions. If any change to these Terms is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Web Site.

1.3 Your access to and use of the Web Site is also subject to VedaBio’s Privacy Policy located on the VedaBio website at VedaBio.com.

2. Use of the Web Site

2.1 This Web Site contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under these Terms. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of these Terms, your right to access and/or use the Content and Web Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content.

2.2 The trademarks, service marks, and logos of VedaBio (the “VedaBio Trademarks”) used and displayed onthis Web Site are registered and unregistered trademarks or service marks of VedaBio. Other company, product, andservice names located on the Web Site may be trademarks or service marks owned by third-parties (the “Third-PartyTrademarks”, and, collectively with the VedaBio Trademarks, the “Trademarks”). Nothing on this Web Site or inthese Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use anyTrademark displayed on this Web Site without the prior written consent of VedaBio specific for each such use. TheTrademarks may not be used to disparage VedaBio or the applicable third-party, VedaBio’s or third-party’s products orservices, or in any manner (using commercially reasonable judgment) that may damage any goodwill in theTrademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without VedaBio’s priorwritten consent. All goodwill generated from the use of any VedaBio Trademark shall inure to VedaBio’s benefit.

2.3 You agree not to: (a) take any action that imposes an unreasonable load on the Web Site’s infrastructure, (b)use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Site or anyactivity being conducted on the Web Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any ofthe software comprising or making up the Web Site, (d) delete or alter any material posted on the Web Site byVedaBio or any other person or entity, or (e) frame or link to any of the materials or information available on the Web Site.

2.4 The Web Site contains links to third-party web sites (“External Sites”). These links are provided solely as aconvenience to you and not as an endorsement by us of the content on such External Sites. The content of such2External Sites is developed and provided by others. You should contact the site administrator or Webmaster for thoseExternal Sites if you have any concerns regarding such links or any content located on such External Sites.

We are not responsible for the content of any linked External Sites and do not make any representations regarding thecontent or accuracy of any materials on such External Sites. You should take precautions when downloading files fromall web sites to protect your computer from viruses and other destructive programs. If you decide to access anyExternal Sites, you do so at your own risk.

2.5 Certain elements of the Web Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of these Terms. None of the Content for this Web Site may be retransmitted without the express written consent from VedaBio for each and every instance.

3. Limitation of Liability and Disclaimer of Warranties

3.1 VEDABIO, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “VEDABIO PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY,COMPLETENESS, TIMELINESS OR RELIABILITY. THE VEDABIO PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FORANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEB SITE AND THE CONTENT AT YOUR OWN RISK.

THE VEDABIO PARTIES DO NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR-FREE OR THAT THE WEB SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEB SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO VEDABIO PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

THE WEB SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE VEDABIO PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

3.2 IN NO EVENT SHALL ANY VEDABIO PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH VEDABIO PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3.3 SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE VEDABIO PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

3.4 IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS 3.1 AND 3.2 AND SECTION 4 BELOW ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

4. Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless the VedaBio Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms or your access to, use or misuse of the Content or Web Site. VedaBio shall provide notice to you of any such claim, suit, or proceeding  VedaBio reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assistingVedaBio’s defense of such matter. You may not settle or compromise any claim against the VedaBio Parties withoutVedaBio’s written consent.

5. Termination of Terms

5.1 VedaBio reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms and your access to all or any part of the Web Site or the Content at any time and for any reason without prior notice or liability. VedaBio reserves the right to change, suspend, or discontinue all or any part of the Web Site or the Content at any time without prior notice or liability.

5.2 Sections 2 (Use of the Web Site), 3 (Limitation of Liability and Warranty), 4 (Indemnification), 5 (Termination of Terms), and 8 (Miscellaneous) shall survive the termination of these Terms.

6. User Must Comply with Applicable Laws

6.1 This Web Site is directed to users in [the United States]. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Web Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

6.2 The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.

7. U.S. Government Restricted Rights

The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Web Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Web Site and Content.

8. Miscellaneous

These Terms is governed by the internal substantive laws of the State of California without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of San Diego in the State of California. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. Failure of VedaBio to act on or enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision in these Terms.No waiver shall be effective against VedaBio unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.

Except as expressly agreed by VedaBio and you, these Terms constitutes the entire agreement between you and VedaBio with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. These Terms will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Web Site might be publicly accessible. Important and private information should be protected by you. TheVedaBio is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.