This website is created by Cellworks Group Inc. and its subsidiaries and affiliates (collectively, "Cellworks"). While browsing this website, please be aware that your access to and use of the various information, documents and services offered by Cellworks (the "Materials") is subject to the terms and conditions set forth in this document (the "Terms of Use"). By accessing this website, you indicate your acknowledgment and acceptance of the Terms of Use. If you do not wish to be bound by these Terms of Use, you may not access or use any Materials on this website. Cellworks reserves the right to modify these Terms of Use at any time without notice, and such changes shall be deemed effective immediately upon posting of the modified Terms of Use. Your continued use of this website following the posting of changes will indicate your acceptance those changes.

LIMITED LICENSE

Subject to the terms and conditions set forth in these Terms of Use, Cellworks grants you a non-exclusive, non-transferable, limited right to access and use this website and the Materials thereon.

USER ACCESS

Cellworks may also impose limits on certain features and services or restrict your access to parts or the entire website without notice or liability. Cellworks may require you to register on the website for access to certain areas or avail some services available on the website. In such event you will be provided with a user name and password. You are solely responsible for maintaining the confidentiality of your password. You shall be solely responsible for any unauthorised use of your account by any third party.

You agree to (a) immediately notify Cellworks of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Cellworks cannot and will not be liable for any loss or damage arising from your delay in intimating Cellworks or your failure to intimate Cellworks on this account. Any unauthorised use of your account must be reported to info@cellworksgroup.com.

Cellworks may terminate your access at any time for any reason. The provisions regarding disclaimer of warranty, accuracy of information and indemnification shall survive such termination. Cellworks may monitor access to the website.

COPYRIGHT

This website is owned and operated by Cellworks. All Materials present on this website is the exclusive property of Cellworks. Any text, images, graphics, data, software, video and audio used on this site belong to Cellworks.

A single copy of the Materials may be downloaded or otherwise copied from this website for non-commercial personal use only, provided however, that all copyright and other proprietary notices are kept intact. Any further copying, reproduction, publication, posting, transmission or distribution of any part of this website in any way is prohibited. Except as provided herein, no license or right, express or implied, is granted to any person under any intellectual property right law. Modification of the Materials or use of the Materials for any other purpose is a violation of Cellwork’s copyright and other proprietary rights. All rights not expressly granted herein are reserved.

UNDERTAKING, REPRESENTATION AND COVENANTS OF THE USER

When using this website, you expressly undertake, represent and covenant that you shall not:

a. Restrict or inhibit any other user from using or enjoying this web site, including without limitation by means of hacking or defacing any portion of this website;

b. Transmit any information or software that contains a virus, worm, time bomb, Trojan horse or other harmful or disruptive component;

c. Reproduce, duplicate, copy, sell, resell or exploit for any commercial or unlawful purposes, the Materials or any portion thereof, your right to use this web site, or your right to access any services offered or made available on or through this web site.

d. Remove any copyright, trademark, or other proprietary rights notices contained in this website or on any Materials downloaded from the website;

e. Submit particulars that you do not have the right or authority to submit under any law or any contractual or fiduciary relationship (such as trade secrets and confidential information);

f. Post or transmit to or from this web site any unlawful, threatening, libelous, defamatory, obscene, pornographic, offensive or other similar material;

g. Use the web site to conduct, or solicit the performance of, any unlawful activity or other activity which infringes the rights of others;

h. Interfere with or disrupt the web site or any services provided thereon or thereby, or any servers or networks connected to the web site, or disobey any requirements, procedures, policies or regulations of networks connected to the web site;

i. Frame, mirror or link any part of the website without Cellwork’s prior written authorization; or

j. Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the web site or the Materials provided on this web site.

LINKS

This website may contain hyperlinks or other connection devices, which will allow you to use this website and access other websites. Cellworks is not responsible and assumes no responsibility for the contents of any non- Cellworks linked website, or for any potential damage arising out of or in connection with the use of any such link. The websites to which links are provided in this website are not under the control of Cellworks. Access to any other website linked to this website is at the user's own risk.

In addition, the existence of a link between this website and any other website is not and shall not be understood to be an endorsement by Cellworks of any material, substance, information or the owner or proprietor of the linked website, and such link shall not imply nor create any relationship nor endorsement between Cellworks and the owner or proprietor of such linked website. Links do not imply that Cellworks is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of Cellworks or any of its affiliates or subsidiaries.

THIRD PARTY CONTENT

This website may make available information from third parties, including articles, opinions, advice, statements, analysis, reports, news reports, opinions (“Third Party Content”). Cellworks is not responsible for Third Party Content accessible through this website, including opinions, advice, statements and advertisements, and you shall bear all risks associated with the use of such content. Cellworks is not responsible for any loss or damage of any sort you may incur from dealing with any third party.

By using any Third Party Content, you may leave this website and be directed to an external website, or to a website maintained by an entity other than Cellworks. If you decide to visit any such website, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. Cellworks makes no warranty or representation regarding, and does not endorse, any linked websites or the information appearing thereon or any of the products or services described thereon.

CHANGES

Cellworks may terminate, change, suspend or discontinue any aspect of the web site, including the availability of any features of the website, at any time. Cellworks may terminate the authorization, rights and license given above and upon such termination you shall immediately destroy any Materials downloaded from the website.

NO WARRANTIES

THIS WEBSITE, THE INFORMATION AND MATERIALS ON THE WEBSITE ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. THERE IS NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ANY THIRD PARTY CONTENT. THERE IS ALSO NO WARRANTY THAT THIS SITE WILL BE FREE OF ANY COMPUTER VIRUSES. CELLWORKS PROVIDES NO WARRANTY THAT: (A) THIS WEBSITE WILL MEET YOUR REQUIREMENTS; (B) THIS WEBSITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) ANY MATERIALS OR SERVICES OFFERED THROUGH THE WEBSITE WILL BE ACCURATE OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF DAMAGES

IN NO EVENT SHALL CELLWORKS OR ANY OF ITS SUBSIDIARIES OR AFFILIATES BE LIABLE TO ANY PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM) THAT ARE RELATED TO THE USE OF, OR THE INABILITY TO USE, THE CONTENT, MATERIALS, AND FUNCTIONS OF THE WEB SITE OR ANY LINKED WEB SITE, EVEN IF CELLWORKS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DISCLAIMER

THE WEBSITE MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL AND CLERICAL ERRORS. CELLWORKS EXPRESSLY DISCLAIMS ANY OBLIGATION TO UPDATE THIS WEBSITE OR ANY OF THE MATERIALS ON THIS WEBSITE. CELLWORKS DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE MATERIALS OR THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE WEBSITE. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, ADVICE, STATEMENT, MEMORANDUM, OR INFORMATION SHALL BE AT YOUR SOLE RISK. CELLWORKS RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE WEBSITE. CELLWORKS MAY MAKE ANY OTHER CHANGES TO THE WEBSITE, THE MATERIALS AND THE PRODUCTS, PROGRAMS, SERVICES OR PRICES (IF ANY) DESCRIBED IN THE WEBSITE SITE AT ANY TIME WITHOUT NOTICE.

INDEMNITY

You agree to indemnify and hold harmless Cellworks, its subsidiaries and affiliates from any claim, cost, expense, judgment or other loss relating to your use of this website, including without limitation of the foregoing, any action you take which is in violation of the terms and conditions of these Terms of Use.

INTERNATIONAL USERS AND CHOICE OF LAW:

Cellworks makes no representation that the website content and Materials are appropriate or available for use in locations other than the United States of America (“US” or “USA”). Those who choose to access the website from locations outside of the USA, do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. You may not use the website or export the Materials in violation of applicable US export laws and regulations.

DISPUTE RESOLUTION AND CHOICE OF LAW

In the event of any dispute, both you and Cellworks will negotiate for amicable settlement. Should any dispute be unresolved for over one (1) month the dispute may be referred to arbitration. Arbitration shall be in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") before a single neutral arbitrator ("Arbitrator"). The Arbitrator shall be an attorney or retired judge and shall be mutually agreed upon by you and Cellworks (collectively, "the Parties"). If the Parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the AAA. The fees of the Arbitrator shall be borne equally by the Parties, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The decision of the Arbitrator shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the California Superior Court, which may be made ex parte, for confirmation and enforcement of the award. Arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The provisions of this paragraph shall supersede any inconsistent provisions of any prior agreement between the Parties.

These Terms of Use shall be construed and enforced in accordance with the laws of the State of California without regard to the choice of law principles thereof.

This website is controlled and operated by Cellworks from its offices within the State of California, USA. Use of this website constitutes your consent and submission to service of process under applicable US or California law and to personal jurisdiction in a court of competent jurisdiction in the State of California for the purposes of any legal action or claim pertaining to these Terms of Use.

ENTIRE AGREEMENT

These Terms of Use constitutes the entire agreement between Cellworks and you with respect to your use of the website.

SEVERABILITY

If for any reason a court of competent jurisdiction finds any provision of these Terms of Use or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms of Use, and the remainder of these Terms of Use shall continue in full force and effect.

WAIVER

Cellworks failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right. Neither shall the course of conduct between the parties nor trade practice shall act to modify any provision of these terms and conditions.

Please email us at info@cellworksgroup.com if you have any questions regarding this Agreement.

USE OF THE CELLWORKS WEBSITE SIGNIFIES YOUR AGREEMENT TO THE ABOVE TERMS OF USE