Terms of Use

  • ACCEPTANCE OF TERMS

These Terms of Use (the “Terms of Use”) are an agreement between Verity Pharma Inc. (“Verity”) and you or the legal entity you represent (“You” or the “User”) in connection with your use of VERITY’s website accessible by You at www.Veritypharma.com (the “Site”) and governs the use by the User of the Site and its content (the “Site Content”).

Please read and review these Terms of Use carefully before accessing or using the Site. If You represent a legal entity, You hereby acknowledge that You have all rights to enter into this Terms of Use on behalf of such legal entity. If You do not agree to be bound by these Terms of Use, You are not authorized to access the Site, its features and services.

  • GRANT OF RIGHTS

Subject to your compliance with the Terms of Use in all material respects, Verity grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, fully revocable right to access and use the Site.

  • YOUR REPRESENTATIONS

You represent and warrant that you are: (i) over the age of majority in your jurisdiction; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Site under the laws of your jurisdiction or any other applicable jurisdiction.

  • INTELLECTUAL PROPERTY
    • The materials displayed on or contained within the Site including, without limitation all software, design, text, editorial materials, informational text, photographs, illustrations, images, other graphic materials, names, logos, trade-marks and service marks (the “Verity Materials”), are the property of VERITY or its licensors and are protected by copyright, trade-mark and other intellectual property laws.
    • VERITY hereby grants you a personal, non-exclusive, non-assignable, non-sublicensable, non- transferable and fully revocable license to use and display the VERITY Materials for non- commercial and personal use only; provided that you do not remove any copyright and other notices contained in such VERITY Materials. You agree not to produce, reproduce, modify, publish, create derivative works from, display, perform, translate, distribute, adapt, broadcast, communicate to the public by telecommunication or circulate any VERITY Materials to any

third party (including, without limitation, the display and distribution of VERITY Materials via a third-party website) without the express prior written consent of VERITY. Unless expressly permitted herein, any use of VERITY Materials is only permitted with the express written permission of VERITY and/or its licensors. You further agree that you will not disassemble, decompile, reverse engineer or otherwise modify the VERITY Materials. All rights not expressly granted are hereby reserved. Your use of the Site or any Site Content does not transfer to You any ownership or other rights in the Site Content.

  • USER CONDUCT
    In connection with your access to or use of the Site, you shall not:
  • take any action that imposes an unreasonable or disproportionately heavy load on the Site or its infrastructure;
  • interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
  • use spiders, crawlers, robots or any other similar means to access the Site or substantially download, reproduce or archive any portion of the Site;
  • sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Site;
  • disrupt or interfere with any other person’s use or enjoyment of the Site or affiliated or linked sites, or any services thereof;
  • remove, from any copy of the Site Content, the copyright or other proprietary notices contained therein;
  • post or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, or tortious, or that infringes or violates any third party’s copyright, trade-mark, trade secrets, privacy or other proprietary or property rights or that could constitute a criminal offence or give rise to civil liability or otherwise violate any applicable law;
  • violate any applicable local, state, provincial, federal, national or international law or regulation.
  • LINKS AND EXTERNAL MATERIALS

The Site may provide links to other websites or resources. You acknowledge and agree that VERITY does not endorse and is not responsible for any content, advertising, products, services or other materials on or available through such sites or resources (“External Materials”). These sites are subject to different terms of use and policies which you are responsible for reviewing. You further acknowledge and agree that VERITY shall not be liable for any damage or loss caused by or resulting from use of or reliance on any External Materials.

  • MODIFICATIONS TO THE SITE

These Terms of Use may be modified by VERITY from time to time, posting a notice of such modification on the Site. Please review the Site regularly to ensure You are aware of any changes. Your continued use of the Site following such change will constitute Your agreement to the amended Terms of Use.

  • TERMINATION

In the event that you violate the Terms of Use, all rights granted to you under the Terms of Use shall be terminated immediately, with or without notice.

  • INDEMNIFICATION

You agree to indemnify and hold harmless VERITY, its affiliates and subsidiaries, and their respective officers, directors, employees, contractors, agents, licensors and suppliers (the “Indemnified Parties”) from and against any and all claims, charges, demands, damages, liabilities, losses, expenses, and liabilities of whatever nature and howsoever arising (including, but not limited to, any legal or other professional fees and the costs of defending or prosecuting any claim, any loss of profit, goodwill, and any other direct or consequential loss), incurred or suffered by the Indemnified Parties, directly or indirectly, as a result of a breach by You of these Terms of Use, or Your violation of any rights of any third party based on or related to Your use of the Site.

  • HEALTH INFORMATION DISCLAIMER

The information and materials displayed on or contained within the Site (the “Content”) is presented in a summary fashion and is intended to be used for educational purposes only. The Content is not intended to be and should not be interpreted as a recommendation for a specific treatment plan, product, course of action or medical or healthcare provider. Your use of the Site does not create a doctor/patient relationship. THE SITE DOES NOT OFFER MEDICAL ADVICE AND NOTHING CONTAINED IN THE SITE IS INTENDED TO CONSTITUTE PROFESSIONAL ADVICE FOR MEDICAL DIAGNOSIS OR TREATMENT. You should not use the Site to diagnose a health or fitness problem or disease. Use of the Site does not replace medical consultations with a qualified health or medical professional to meet the health and medical needs of you or any other party. VERITY disclaims all responsibility for the professional qualifications and licensing of, and services provided by, any physician or other health provider referred to on the Site. Do not disregard the medical advice of a physician or health professional, or delay in seeking such advice, because of any information you obtain from the Site.

  • DISCLAIMER OF WARRANTIES

ACCESS TO AND USE OF THE SITE CONTENT IS AT YOUR OWN RISK. VERITY WILL USE REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP -TO-DA TE INFORMATION ON THE SITE, BUT THE SITE CONTENT IS PROVIDED “AS IS” AND WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESSED OR IMPLIED (INCLUDING WITHOUT LIMI T ATION WITH RESPECT TO QUALITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE NON-INFRINGEMENT, ACCESSIBILITY OR INABILITY TO ACCESS THE SITE OR ANY CONTENT, FREEDOM FROM COMPUTER VIRUS AND THOSE ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE), AND VERITY MAKES NO, AND ACTIVELY DISCLAIMS, ALL SUCH CONDITIONS, WARRANTIES OR REPRESENTATIONS, INCLUDING WITHOUT LIMITATION AS TO ACCURACY, CURRENCY, CORRECTNESS, RELIABILITY OR COMPLETENESS OF THE SITE AND ANY OF ITS CONTENT OR THEIR USE, IN EACH CASE TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. VERITY RESERVES THE RIGHT, IN ITS SOLE DISCRETION, (1) TO MAKE, TERMINATE, CHANGE, SUSPEND OR DISCONTINUE, AT ANY TIME, WITHOUT NOTICE OR LIABILITY, AND FOR ANY REASON WHATSOEVER, THE SITE CONTENT OR ANY ASPECT THEREOF, AND (2) TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE CONTENT AT ANY TIME WITHOUT NOTICE, BUT CONFIRMS THAT IT HAS NO DUTY TO DO SO. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO CONTRACTUAL OR EXTRA CONTRACTUAL LIABILITY, NEGLIGENCE, OTHER TORTIOUS ACTION OR BREACH OF CONTRACT, SHALL VERITY, OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE, BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, DIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, ARISING OUT OF ACCESS TO, USE OF OR INABILITY TO USE THE SITE, OR ANY ERRORS OR OMISSIONS IN THE CONTENT THEREOF, EVEN IF VERITY OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS INCLUDE DAMAGES TO, OR FOR ANY VIRUSES THAT INFECT, YOUR COMPUTER EQUIPMENT. YOU (AND NOT VERITY) ASSUME THE RISK OF SAME, INCLUDING WITHOUT LIMITATION THE ENTIRE COST OF ALL NECVERITYRY SERVICING, REPAIR OR CORRECTION. THESE LIMITATIONS SHALL APPLY NOTWITHST ANDING ANY FUNDAMENT AL BREACH, BREACH OF ESSENTIAL PURPOSE OR FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.

CERTAIN STATEMENTS MADE ON THIS WEBSITE, AND ON DOCUMENTS ISSUED BY VERITY AND AVAILABLE THROUGH THIS WEBSITE, MAY CONTAIN FORWARD- LOOKING INFORMATION WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND/OR CANADIAN SECURITIES LAW THAT MAY NOT BE BASED ON HISTORICAL FACT, INCLUDING, WITHOUT LIMITATION,

STATEMENTS CONTAINING THE WORDS “BELIEVE”, “MAY”, “PLAN”, “WILL”, “ESTIMATE”, “CONTINUE”, “ANTICIPATE”, “INTEND”, “EXPECT” AND SIMILAR EXPRESSIONS. FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS REGARDING FUTURE ACTIVITIES, RESUL TS OF OPERATIONS, PERFORMANCE, FUTURE CAPITAL AND OTHER EXPENDITURES (INCLUDING THE AMOUNT, NATURE AND SOURCES OF FUNDING THEREOF), CASH FLOW, COMPETITIVE ADVANTAGES, BUSINESS PROSPECTS AND OPPORTUNITIES. FORWARD-LOOKING STATEMENTS AND INFORMATION ARE SUBJECT TO VARIOUS KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE ABILITY OF VERITY TO CONTROL OR PREDICT, AND WHICH MAY CAUSE VERITY’S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED THEREBY. SUCH STATEMENTS REFLECT VERITY’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS, ARE SUBJECT TO RISKS AND UNCERTAINTIES AND ARE NECVERITYRILY BASED UPON A NUMBER OF ESTIMATES AND ASSUMPTIONS THAT, WHILE CONSIDERED REASONABLE BY VERITY AS OF THE DATE OF SUCH STATEMENTS, ARE INHERENTLY SUBJECT TO SIGNIFICANT MEDICAL, SCIENTIFIC, BUSINESS, ECONOMIC, COMPETITIVE, P O L I T I C A L AN D S O C I AL UN C E R T AI N T I E S AN D C O N T I N G E N C I E S . T H E INFORMATION CONTAINED IN VERITY’S MOST RECENT ANNUAL REPORT AS WELL AS VERITY’S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION AND CANADIAN SECURITIES REGULATORY AUTHORITIES IDENTIFIES THE MATERIAL F ACTORS AND ASSUMPTIONS USED BY VERITY TO DEVELOP FORWARD-LOOKING STATEMENTS, AND MATERIAL RISK FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE MADE BASED ON MANAGEMENT’S BELIEFS, ESTIMATES AND OPINIONS ON THE DATE THAT STATEMENTS ARE MADE AND VERITY UNDERTAKES NO OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS IF THESE BELIEFS, ESTIMATES AND OPINIONS OR OTHER CIRCUMSTANCES SHOULD CHANGE, EXCEPT AS MAY BE REQUIRED BY APPLICABLE CANADIAN AND UNITED STATES SECURITIES LAWS. READERS ARE CAUTIONED AGAINST ATTRIBUTING UNDUE CERT AINTY TO FORWARD-LOOKING STATEMENTS.

LIMITATION OF LIABILITY

  • YOU ACKNOWLEDGE AND AGREE THAT THE VERITY PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCI AL LOSS, EVEN IF THE VERITY P ARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. VERITY’S ENTIRE LIABILITY ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS SITE, YOUR USE THEREOF, OR THE TERMS OF USE SHALL BE LIMITED TO CAD $100.00.
  • CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
  • GOVERNING LAW

The Terms of Use and your use of the Site are governed by the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to conflict of laws principles. Any legal action or proceeding related to this Site will be subject to the exclusive jurisdiction of the courts of British Columbia.

  • GENERAL PROVISIONS

The Terms of Use constitutes the entire agreement between you and VERITY concerning your access to and use of the Site. It supersedes any prior or contemporaneous agreements between you and VERITY with respect to such subject matter. The failure of VERITY to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necVerityry, severed to the extent necVerityry to eliminate its invalidity or unenforceability. It is the express wish of the parties that the Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que tous les documents y afférents soient rédigés en anglais.

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