Terms of Use

BIOPHARMCATALYST WEBSITE TERMS OF USE

1. APPLICATION OF TERMS

1.1 These Terms apply to your use of the Website, subscribing to any Newsletters, and/or purchasing a Membership Service. By accessing and using the Website, subscribing to any Newsletter, or purchasing a Membership Service:

a) you acknowledge you have read, understood and agree that you are bound by these Terms; and

b) you confirm you are authorised to agree to these Terms on behalf of any other person for whom you access and use the Website, and that person is bound by these Terms.

1.2 If you do not agree to these Terms, you are not authorised to access and use the Website, receive any Newsletter or Membership Service, and you must immediately stop doing so.

2 CHANGES

2.1 We may change these Terms at any time by updating them on the Website. Unless stated otherwise, any change to these Terms takes effect immediately. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Website, receive Newsletters and/or access your Membership Service, you indicate you understand and accept the amended Terms, and agree to be bound by them.

2.2 We may change, suspend, discontinue, or restrict access to, the Website without notice or liability.

2.3 These Terms were last updated in April 2020.

3 DEFINITIONS AND INTERPRETATION

In these Terms:

Brand means all of the brand elements of our business, including the Website and in the name “BioPharmCatalyst”.

Fee means the monthly fee charged for access to Membership Services.

Including and similar words do not imply any limitation.

Intellectual Property means all intellectual property rights in relation to the Website and the Brand, including any trade mark(s), copyright, and goodwill in relation to them.

Linked Site means any third party website for which a hyperlink is provided on the Website.

Loss includes any and all loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis.

Membership Services means information and services that can only be accessed by a user with a current Subscription.

Newsletter means one or more email communications addressed to multiple people, whether sent on a daily, weekly, or monthly basis, including our Daily Updates, Biotech Weekly Watch List, and Biotech Newsletter.

Personal Identity Information means your name, contact details and any other information about you as described in our Privacy Policy.

Privacy Policy means our privacy policy included on the Website as it may be amended from time to time.

Related Company has the meaning in section 2 Companies Act 1993, or any legislation that replaces it.

Services means any of the Website, Newsletters, and Membership Services.

Subscription means a paid subscription for access to Membership Services in accordance with Clause 4.

Terms means these terms and conditions titled “BioPharmCatalyst Website Terms of Use”.

User ID means a unique name and/or password allocated to you to allow you to access a Membership Service.

We, us or our means at our election any one or more of BioPharmCatalyst Limited, Hiroshi Management Limited, and any directors, employees and/or representatives, or any Related Company.

Website means www.biopharmcatalyst.com

You means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.

Words denoting the singular shall include the plural and vice versa.

4. MEMBERSHIP SERVICES

4.1 Access to the Website, and subscriptions to Newsletters, are currently provided free of charge.

4.2 Access to Membership Services is provided on a paid basis from the Account page of the Website: https://www.biopharmcatalyst.com/account.

4.3 If you want to access Membership Services, you must provide your credit card details. By selecting a monthly Subscription, you agree that the Fee will be charged to your credit card on a monthly basis. You accept responsibility for all recurring charges until you cancel your Subscription to the Membership Services.

4.4 The amount of the Fee will remain fixed from the time you subscribe to Membership Services.

4.5 You may cancel your access and Subscription to Membership Services at any time by logging into your account (https://www.biopharmcatalyst.com/account), clicking "Subscription details", and following the cancellation procedures described there.

4.6 If you cancel your access to Membership Services, you will not be charged for future Fees. However, no refund will be provided for any Fees paid up to the date of cancellation or for any period from the date of cancellation to the end of that current month.

4.7 If you sign up for Membership Services again after having cancelled, you will be charged the Fee payable at the time you re-subscribe.

5 YOUR OBLIGATIONS

5.1 You must provide true, current and complete information in your dealings with us (including your Personal Identity Information when setting up or maintaining an account), and must promptly update that information as required so that the information remains true, current and complete.

5.2 If you are given a User ID, you must keep your User ID secure and:

a. not permit any other person to use your USER ID, including not disclosing or providing it to any other person; and

b. immediately notify us if you become aware of any disclosure or unauthorised use of your User ID.

5.3. You must:

a. comply with the laws of the jurisdiction from which you access or use this Website at all times;

b. not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Website, or any network, system, software, information, data or materials that underlies or is connected to this Website, or otherwise attempt to damage or interfere with the Website; and

c. unless with our agreement, access the Website via standard web browsers only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.

5.4 You indemnify us against any and all Loss we suffer or incur as a direct or indirect result of your failure to comply with these Terms, including any failure of a person who accesses and uses our Website by using your User ID.

6 DISCLOSURE

6.1 This Website includes information on companies currently listed on NYSE and NASDAQ exchanges but not the OTC or PINK exchanges due to lack of reliable available information and the prevalence of paid promotional advertising.

6.2 We do not receive any form of compensation, commission or other remuneration from companies for the purpose of profiling those companies on this Website. However, we may hold securities in companies profiled on this Website and receive distributions from those companies from time to time.

6.3 The information contained on this Website is collated using application programming interfaces and from publicly available resources such as SEC filings, company presentations and press releases.

6.4 We have made every effort to ensure that the content of this Website and Newsletters is complete, true and accurate, although we make no representation and do not provide any warranty or guarantee in relation to the contents of this Website and/or Newsletters. ALL IMPLIED WARRANTIES OR GUARANTEES ARE EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

6.5 Any views expressed on this Website and Newsletter are intended for general guidance only.

7 DISCLAIMERS

7.1 You are permitted to access and use this Website subject to your compliance with these Terms.

7.2 Your access and use of this Website may be terminated or suspended at any time without notice.

7.3 Whilst we make every effort to keep this Website up and running smoothly, your use of this Website may be subject to interruption or delay, including that outside of our control. We make no guarantee that this Website will be error free, without interruption or delay, or free from defects.

7.4 WE DO NOT PROVIDE ANY WARRANTY OR GUARANTEE THAT ANY INFORMATION (INCLUDING FILES) OBTAINED FROM OR THROUGH THIS WEBSITE ARE FREE FROM MALWARE, INCLUDING VIRUSES, WORMS, TROJAN HORSES, TIMEBOMB, KEYSTROKE LOGGER, SPYWARE OR SIMILAR FEATURES.

7.5 TO THE FULLEST EXTENT PERMITTED BY LAW, WE HAVE NO LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY LOSS IN CONNECTION WITH:

a THE WEBSITE BEING UNAVAILABLE (IN WHOLE OR IN PART), PERFORMING SLOWLY OR NOT BEING COMPATIBLE WITH ALL COMPUTER SYSTEMS;

b ANY ERROR IN, OR OMISSION FROM, ANY INFORMATION MADE AVAILABLE THROUGH THE WEBSITE;

c ANY EXPOSURE TO VIRUSES OR OTHER FORMS OF INTERFERENCE WHICH MAY DAMAGE YOUR COMPUTER SYSTEM OR EXPOSE YOU TO FRAUD WHEN YOU ACCESS OR USE THE WEBSITE. TO AVOID DOUBT, YOU ARE RESPONSIBLE FOR ENSURING THE PROCESS BY WHICH YOU ACCESS AND USE THE WEBSITE PROTECTS YOU FROM THIS, INCLUDING THE USE OF ANY ANTI-VIRUS OR ANTI-MALWARE SOFTWARE; AND

d ANY LINKED SITE. ANY LINK ON THE WEBSITE TO OTHER SITES DOES NOT IMPLY ANY ENDORSEMENT, APPROVAL OR RECOMMENDATION OF, OR RESPONSIBILITY FOR, THOSE SITES OR THEIR CONTENTS, OPERATIONS, PRODUCTS OR OPERATORS.

7.6 WE MAKE NO REPRESENTATION OR WARRANTY THAT THE WEBSITE IS APPROPRIATE OR AVAILABLE FOR USE IN ALL COUNTRIES OR THAT THE CONTENT SATISFIES THE LAWS OF ALL COUNTRIES. YOU ARE RESPONSIBLE FOR ENSURING THAT YOUR ACCESS TO AND USE OF THE WEBSITE IS NOT ILLEGAL OR PROHIBITED, AND FOR YOUR OWN COMPLIANCE WITH APPLICABLE LOCAL LAWS.

7.7 WE ARE NOT REGISTERED AS A SECURITIES BROKER OR DEALER OR A FINANCIAL OR INVESTMENT ADVISER OR LICENSED OR QUALIFIED TO PROVIDE INVESTMENT ADVICE IN ANY JURISDICTION.

7.8 YOU SHOULD NOT UNDERTAKE ANY PARTICULAR COURSE OF ACTION, INCLUDING MAKING ANY INVESTMENT DECISION, WITHOUT FIRST OBTAINING SUITABLE ADVICE, INCLUDING WHERE APPROPRIATE CONSULTING A FINANCIAL OR INVESTMENT ADVISER.

8. LINKED SITES

8.1 This Website includes links to Linked Sites. These are operated by third parties. WE HAVE NO CONTROL OVER LINKED SITES AND WE ARE NOT RESPONSIBLE FOR THEIR CONTENT. WE DO NOT ENDORSE OR MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY OF INFORMATION OR MAKE ANY CLAIMS REGARDING THE PRODUCTS OR SERVICES FOUND ON OR REFERRED TO IN ANY LINKED SITES OR THAT THE CONTENTS OF ANY LINKED SITES DO NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON.

8.2 We do not authorise the reproduction of the content appearing on Linked Sites.

8.3 YOU ACCESS LINKED SITES AND USE THE PRODUCTS AND SERVICES ON LINKED SITES AT YOUR OWN RISK.

9 LIABILITY

9.1 NO LIABILITY WILL BE ACCEPTED FOR ANY LOSS, DAMAGE, COST OR EXPENSE SUFFERED OR INCURRED AS A RESULT OF ANY ACTIONS TAKEN BASED ON THE CONTENTS OF THIS WEBSITE, INCLUDING THE MEMBERSHIP SERVICES, OR ANY NEWSLETTER, OR VIEWS EXPRESSED ON THIS WEBSITE.

9.2 TO THE FULLEST EXTENT PERMITTED BY LAW:

a YOUR ACCESS AND USE OF THE WEBSITE, INCLUDING THE MEMBERSHIP SERVICES, IS AT YOUR OWN RISK; AND

b WE ARE NOT LIABLE OR RESPONSIBLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS UNDER OR IN CONNECTION WITH THESE TERMS, THE WEBSITE, NEWSLETTERS, MEMBERSHIP SERVICES, ANYTHING INVOLVING A LINKED SITE, OR YOUR ACCESS AND USE OF (OR INABILITY TO ACCESS OR USE) THE WEBSITE. THIS EXCLUSION APPLIES REGARDLESS OF WHETHER OUR LIABILITY OR RESPONSIBILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, BREACH OF STATUTORY DUTY, OR OTHERWISE.

9.3 EXCEPT TO THE FULLEST EXTENT PERMITTED BY LAW, NOTHING IN THESE TERMS HAS THE EFFECT OF CONTRACTING OUT OF THE NEW ZEALAND CONSUMER GUARANTEES ACT 1993 OR ANY OTHER CONSUMER PROTECTION LAW THAT CANNOT BE EXCLUDED. TO THE EXTENT OUR LIABILITY CANNOT BE EXCLUDED BUT CAN BE LIMITED, OUR LIABILITY IS LIMITED TO NZD50.00.

9.4 TO THE FULLEST EXTENT PERMITTED BY LAW AND ONLY TO THE EXTENT CLAUSES 9.1 TO 9.3 OF THESE TERMS DO NOT APPLY, OUR TOTAL LIABILITY TO YOU UNDER OR IN CONNECTION WITH THESE TERMS, OR IN CONNECTION WITH THE WEBSITE, OR YOUR ACCESS AND USE OF (OR INABILITY TO ACCESS OR USE) THE WEBSITE, MUST NOT EXCEED NZD50.00.

9.5 WHERE THIS EXCLUSION DOES NOT APPLY OR IS INEFFECTIVE, THEN TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU WILL NOT EXCEED NZ$100.

9.6 YOU INDEMNIFY US FOR ANY LOSS WE INCUR IN CONNECTION WITH YOUR ACCESS OR USE OF THIS WEBSITE, MEMBERSHIP SERVICES, OR NEWSLETTERS.

10 INTELLECTUAL PROPERTY

10.1 The Website contains content which is protected by intellectual property laws, including information, data, text, graphics, artwork, photographs, logos, icons, sound recordings, videos, trade marks, trade names, service marks, and “look and feel”. All rights are reserved. You are not authorised to copy any part of the Website.

10.2 You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information obtained from this Website.

10.3 You must not copy, adapt, reproduce, display, frame, mirror, scrape, data-mine, extract, harvest, distribute, transmit, republish, modify or revise the contents of this Website in whole or in part in any form or by any means or provide any link to this Website without our prior written approval.

10.4 Unless otherwise agreed by us, you may download or print the contents of this Website for non-commercial purposes only, and if you do so you must acknowledge our ownership of the copyright in the contents of this Website.

11 PRIVACY POLICY

11.1 When you provide Personal Identity Information to us, we will comply with the New Zealand Privacy Act 1993 and the terms stated in our Privacy Policy, which are incorporated into these Terms by reference.

12. SUSPENSION AND TERMINATION

12.1 Without prejudice to any other right or remedy available to us, if we consider that you have breached these Terms (including having provided false information or not keeping your User ID secure) or we otherwise consider it appropriate, we may immediately, and without notice, suspend or terminate your access to the Website (or any part of it), Membership Services, and/or Newsletters.

12.2 On suspension or termination, you must immediately cease using the Website and must not attempt to gain further access.

12.3 You may stop accessing the Website, cancel your access to Membership Services, and/or unsubscribe from any Newsletter at any time.

13. GENERAL

13.1 If we need to contact you, we may do so by email. You agree that this satisfies all legal requirements in relation to written communications.

13.2 These Terms, and any dispute relating to these Terms or the Website, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Website.

13.3 Failure to exercise, or any delay in exercising, any right, power or remedy by us under these Terms does not operate as a waiver. A single or partial exercise of any right, power or remedy does not preclude any further exercise of that or any other right, power or remedy. A waiver is not valid or binding on us in granting that waiver unless made in writing.

13.4 Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 5.4, 6, 7, 8, 9 and 11.1, continue in force.

13.5 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.

13.6 These Terms set out everything relating to your use of the Website, Membership Service and/or Newsletter and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. Neither you nor we have relied on any representation, warranty or agreement relating to the Website, Membership Service and/or Newsletter that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the date you agreed to these Terms.

14 CONTACT US

14.1 If you have any queries, concerns or complaints regarding this Website or these Terms, contact us using the contact form at https://www.biopharmcatalyst.com/about/contact.