Paterna Biosciences

Website Terms of use.

‍Welcome to Paterna BioSciences, Inc., d/b/a Paterna or Paterna BioSciences (“Paterna” or “we” or “our” or “us”). By accessing the Paterna website(s) (www.paternabio.com), including the Content (defined below) located on those websites, or any portion or derivative of the Paterna website (collectively, the “Site”), you are agreeing to these Terms of Use, including any terms available by hyperlink in the Terms of Use, such as the Paterna Privacy Notice. If you object to any of these Terms of Use, you must not use the Site. By using the Site, you accept and agree to be bound and abide by these Terms of Use, the Privacy Notice, and any other terms incorporated by reference.

Paterna reserves the right to and may modify, amend, or update these Terms of Use from time to time without advance notice to you. These Terms of Use will be available on the Site and Paterna recommends you review the Terms of Use each time you visit the Site.

SCOPE – U.S. RESIDENTS 18 YEARS OF AGE OR OLDER

Paterna operates the Site from the United States of America. If you are not a U.S. resident, you are accessing this Site solely at your own risk and are responsible for compliance with all local laws and regulations.

This Site is offered to users who are 18 years of age or older. By using this Site, you represent and warrant that you are of legal age to form a binding contract with Paterna. If you are under 18 years old, you may use the Site only with supervision and involvement of your parent or legal guardian.

PATERNA PRIVACY NOTICE

All information Paterna collects on this Site is governed by Paterna’s Privacy Notice available at the following link:  Privacy Notice. Paterna’s Privacy Notice is incorporated by reference into these Terms of Use.

LIMITED LICENSE TO SITE

Subject to  these Terms of Use, Paterna grants you a limited, revocable, non-exclusive, non-transferable license to access and navigate the Site and to download, view, copy and print the Content available on the Site solely for your personal or internal business purposes, and only provided that you: (1) maintain all copyright, trademark, service mark and other proprietary notices on all copies, including the copyright notice on the bottom of each page; (2) do not modify or alter any of the Content in any way; and (3) do not separate any graphics from the text with which they appear in the Content. Any unauthorized use of the Site shall terminate any license or permission granted by Paterna.

RESTRICTIONS ON USE OF SITE

Your limited license granted above does not include any rights to:

· modify or resell the Site;
· commercially use the Site;
· use any robot, spider, data miner, scraper or other tool to access the Site or its related systems for any purpose;
· interfere with the proper working of the Site;
· bypass any measures used to prevent or restrict access to any portion of the Site;
· frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Paterna;
· use Paterna’s name, trademarks, service marks or logos in any meta tags or any other similar hidden text; or
· Compile, disseminate or otherwise use data extracted from the Site.

You agree to use the Site only for lawful purposes and are prohibited from posting on or transmitting through the Site any unlawful, harmful, threatening, defamatory or other objectionable material of any kind. You agree that you will not post, publish, upload, or distribute in any way to or on this Site any files or materials that:


· are threatening, libelous, defamatory, obscene, pornographic and/or profane;
· constitute or encourage conduct that would constitute a criminal offense or give rise to   civil liability or otherwise violate any law;
· infringe the intellectual property, privacy or other rights of any third party;
· contain advertising or false or misleading statements; or
· contain a computer virus or other disruptive or destructive components.

Except as may be otherwise provided in separate written agreements between you and Paterna, you acknowledge and agree that Paterna shall own and have the unrestricted right to use, disclose, or publish  any and all information that you post or otherwise publish on the Site, and you hereby waive any claims against Paterna for any alleged or actual infringements of any rights of privacy or publicity, moral rights, or rights of attribution in connection with the use and publication by Paterna of such submissions.

‍ADDITIONAL TERMS AND CONDITIONS 

There may be areas of the Site that require you, in order to access those areas, to register and create an account with Paterna and to affirmatively agree to additional terms and conditions that govern that area of the Site (“Additional Terms”) prior to you being permitted to access and use those areas of the Site. Those additional terms will be considered part of these Terms of Use for you. If there is a conflict between these Terms of Use and any of the Additional Terms, the Additional Terms shall govern and control with respect to your access and use of the portion of the Site to which such Additional Terms apply.

PROPRIETARY RIGHTS

You acknowledge that the Site and all of the content, images, information, materials and data related to or available through the Site (“Content“) and all related copyrights, trademarks, patents, trade secrets and other proprietary rights are owned exclusively by Paterna or its licensors and protected by federal, state and common law intellectual property laws. All rights not expressly granted in these Terms of Use are reserved by Paterna. Any use, reproduction, or redistribution of the Site or its Contents not in accordance with these Terms of Use and applicable law is expressly prohibited. All information, data and files that you create on, through or using the Site shall become the sole and exclusive property of Paterna. You may not modify, remove, delete, transmit, transfer or sell, create derivative works from, or in any way exploit any of the Content, in whole or in part, whether by yourself or by assisting others to do any of the foregoing. Except as expressly permitted under U.S. copyright law, you may not upload, post, reproduce, or distribute in any way Content protected by copyright, or other proprietary right, without first obtaining permission of the owner of the copyright or other proprietary right.

Paterna’s logos, designs and service names on the Site (“Paterna Marks”) are trademarks and trade dress owned exclusively by Paterna and are protected under United States and international trademark law.

The works of authorship contained in the Website including, without limitation, Content, text, designs, images, forms and sound recordings as well as the selection, arrangement, coordination, compilation and derivatives of such works of authorship are, except as otherwise expressly indicated, copyrighted under U.S. and international copyright laws and are owned exclusively by Paterna or used by Paterna with the permission of the owner. Except as expressly stated in this these Terms of Use, such works of authorship may not be copied, transmitted, displayed, distributed (for compensation or otherwise), licensed, altered, stored for subsequent use, modified, removed, sold or otherwise used, in whole or in part, in any manner without Paterna’s prior written consent, except to the extent permitted by the Copyright Act of 1976 (17 U.S.C. §107), as amended, and then only when including notice of Paterna’s proprietary rights. You may not reproduce, change, modify, adapt or incorporate the Site, or portions thereof, into a derivative work such as a film, video, broadcast, multimedia presentation, website or advertisement without the prior written consent of Paterna. You may not remove or alter any copyright notices or other proprietary rights notices on any portion of the Site or from any electronic or hard copies of the Site which you create.

Your limited license to use the Site does not include any right to use the Paterna Marks or Content in any manner without Paterna’s prior written authorization. Without limiting the foregoing, you may not use any Paterna Marks or Content in connection with a product or service that is not Paterna’s in any way that is likely to cause confusion among consumers, or is disparaging or defamatory in any way.

‍NOTICES OF INFRINGEMENT 

If you believe that any portion of your intellectual property right has been infringed by any submissions posted on the Site, please contact us at the address provided in the Notice section of these Terms of Use, giving a written statement that (a) identifies the right or rights claimed to have been infringed and the infringing materials, (b) explains why you believe, in good faith, that the exercise of the intellectual property right is unauthorized, (c) confirms that you believe your statement to be accurate, (d) contains the signature of the intellectual property right owner, and (e) provides your name and contact information. Subject to an opportunity to review such statement, Paterna will review your notice of infringement and if the material is believed in good faith to violate any applicable law, Paterna will remove or disable access to any such material. Paterna reserves the right to prohibit persons who submit infringing or unlawful material from use of or access to the Site.

THIRD PARTY LINKS

The Site may contain links or references to third party websites that are not controlled by Paterna. Third party links are made available to you as a convenience, and you use these links at your own risk. Paterna is not responsible for the content, privacy policy or practices of linked third party websites. These Terms of Use apply only to information collected by or on behalf of Paterna. If you link to a third-party website, Paterna recommends that you review that website’s privacy policy.

‍ADVERTISERS

Paterna shall not be responsible or liable for any losses or damages incurred by you, your employer or any other party in connection with any dealing you may have with any of the persons or entities that advertise on the Site. Any such dealings are solely between you and the advertiser and you assume the sole risk in connection with such dealings. Unless expressly noted otherwise in writing on the Site, Paterna does not endorse or recommend any of the advertisers or their products or services that may appear on the Site.

USE OF COOKIES

The Site may use “cookies” to help your ease of access. If you choose to decline cookies, you may not be able to fully experience all of the features of the Site. See our Privacy Notice for more information.

POTENTIAL DISRUPTION OF WEBSITE

You are responsible for obtaining and maintaining all computer hardware, software, connectivity and other equipment needed to access and use the Site. Access to the Site may from time to time be unavailable, delayed, limited or slowed by reasons which may be within or beyond Paterna’s control including, without limitation, hardware failure, software failure, overload of system capacities, acts of God, interruption of power supplies, labor strikes, governmental intervention, acts of terrorism or war, routine maintenance, software and security updates or other causes, whether similar or dissimilar to any of the foregoing. In these cases, you may be unable to transact business on the Site or do so in a timely manner. PATERNA MAKES NO REPRESENTATION OR WARRANTY REGARDING, AND SHALL HAVE NO LIABILITY FOR, CONNECTIVITY TO OR THE AVAILABILITY OF THE SITE.

‍NO WARRANTIES

PATERNA EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SITE AND ITS CONTENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND CONTENTS ARE PROVIDED “AS-IS” AND ON AN “AS AVAILABLE BASIS” WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, ORAL OR IN WRITING, IN FACT OR ARISING BY OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. PATERNA MAKES NO WARRANTY THAT THE USE OF THE SITE OR CONTENTS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR CONTENTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PATERNA MAKES NO WARRANTY REGARDING THE ACCURACY OR VALIDITY OF THE SITE OR ANY CONTENT, INCLUDING ANY DATA, MATERIALS, AND/OR INFORMATION AVAILABLE ON OR THROUGH THE SITE.

‍LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PATERNA, ITS AFFILIATES, EMPLOYEES, AGENTS, LICENSORS, DIRECTORS OR OFFICERS BE LIABLE TO YOU, YOUR EMPLOYER OR ANY THIRD PARTY FOR, AND PATERNA EXPRESSLY DISCLAIMS ANY LIABILITY FOR, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. 

PATERNA WOULD NOT CONSENT TO YOUR USE OF THE SITE BUT FOR THESE WARRANTY DISCLAIMERS AND LIMITATION OF PATERNA’S LIABILITY WITH RESPECT TO THE SITE AND ITS CONTENTS.

REMEDIES

You acknowledge and agree that a violation of the restrictions set forth in these Terms of Use will result in irreparable injury to Paterna. Accordingly, Paterna shall be entitled to preliminary and permanent injunctive relief for a violation or threatened violation of any provision in these Terms of Use without having to prove actual damages or to post security or a bond.

TERMINATION

Paterna reserves the right to suspend or terminate your use of or access to any portion of or all of the Site at any time with or without notice for any reason whatsoever.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Paterna and its affiliates, officers, directors, agents, licensors and employees from and against all liabilities, claims, damages, demands, and expenses (including reasonable attorneys’ fees and legal costs), regardless of any failure of Paterna to comply fully with the requirements of these Terms of Use or any applicable law, regulation, rule or order, arising out of your: (1) use of the Site (including the Contents); (2) inability to use the Site; (3) breach of these Terms of Use; or (4) violation of any applicable law or the rights of a third party. YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL PATERNA INDEMNIFY YOU, OR ANY OTHER PARTY.

GOVERNING LAW

These Terms of Use shall be governed by the substantive and procedural laws of the State of Utah.  

JURISDICTION AND VENUE

Any action, claim or proceeding relating to these Terms of Use, the Site or regarding a disclosure of personal information must be brought in the state or federal courts located in Salt Lake City, Utah, and you consent to the exclusive jurisdiction and venue of these courts and waive any objection to such jurisdiction and venue, including as to an inconvenient forum.

Limitation to file claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

SEVERABILITY

These Terms of Use shall, in all respects, be severable. Should any term or provision be deemed unlawful or unenforceable, such term or provision shall be revised as necessary to make such provision lawful and enforceable or, if such revision is impossible, the term or provision shall be deemed deleted.

ENTIRE AGREEMENT

These Terms of Use, our Privacy Notice, any Additional Terms, and any other terms incorporated by reference in these Terms of Use constitute the sole and entire agreement between you and Paterna regarding the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

NO MEDICAL ADVICE; LEGAL DISCLAIMER

This Site and any of its Content are not intended or recommended as a substitute for professional medical advice. Nothing contained in these Terms of Use or the Site is intended to convey any legal, medical, tax, financial, investment or similar advice, diagnosis or treatment. You should consult your own attorney, physician, accountant or advisor for such advice. While the information provided on the Site is believed to be correct, Paterna does not warrant the accuracy of any information.

‍NOTICES

All notices related to this Terms of Use shall be sent via email to [email protected] with a copy sent to the following address via overnight courier or other traceable manner of shipment:

2749 E. Parleys Way
Suite 100
Salt Lake City, UT 84109

Overcoming male infertility.

Our moral and ethical statement: The founders and leadership of Paterna Biosciences recognize that work with stem cells is considered controversial by some. We can restore fertility using the patient’s own stem cells.

Our position is that we can solve genetic disorders that cause male infertility and beyond. That is our sole focus. We completely reject and will not pursue this work to enable modifications of heritable social traits. We view that as immoral and will have no part in it.

Disclaimer
THE INFORMATION IN THIS DOCUMENT IS CONFIDENTIAL AND PROPRIETARY AND MUST NOT BE DISTRIBUTED TO ANY THIRD PARTY without the express written consent of Paterna Biosciences Inc. (“PATERNA”).

THIS PRESENTATION IS FOR DISCUSSION AND GENERAL INFORMATIONAL PURPOSES ONLY. IT TAKES NO ACCOUNT OF ANY SPECIFIC INVESTMENT OBJECTIVE, FINANCIAL SITUATION, OR SUITABILITY FOR THE PARTICULAR NEED OF ANY SPECIFIC PERSON WHO MAY RECEIVE THIS PRESENTATION, AND SHOULD NOT BE TAKEN AS ADVICE ON THE MERITS OF ANY INVESTMENT DECISION. THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF Paterna. any
financial projections included in the INFORMATION have been compiled by paterna and are based on assumptions supplied by paterna which have not been verified by an outside accountants. therefore, any financial projections are limited to presenting in the form of forecast information the assumptions of paterna and do not include any evaluation of the support for the assumptions underlying the forecast. the financial projections are based upon information available to paterna as of the date of the particular COMPILATION, are subject to material uncertainties, and should not be viewed as a prediction or an assurance of ACTUAL FUTURE performance; hence, no investment decision should be made based solely on any projections included in the information. any financial projections contained herein will depend upon future events, INCLUDING a wide variety of significant business, economic and competitive risks, many of which will be beyond Paterna’s control and accordingly, no assurance can be given that paterna’s assumptions will prove true, that its projected results will be achieved, or that variations between the projections and actual future results will not be material.

THIS MATERIAL DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITies DESCRIBED HEREIN IN ANY JURISDICTION TO OR FROM ANY PERSON, NOR DOES IT CONSTITUTE FINANCIAL PROMOTION, INVESTMENT ADVICE OR AN INDUCEMENT OR AN INVITATION TO PARTICIPATE IN ANY PRODUCT, OFFERING OR INVESTMENT. THIS MATERIAL IS INFORMATIONAL ONLY AND SHOULD NOT BE USED AS THE BASIS FOR ANY INVESTMENT DECISION, NOR SHOULD IT BE RELIED UPON FOR LEGAL, ACCOUNTING OR TAX ADVICE OR INVESTMENT RECOMMENDATIONS OR FOR ANY OTHER PURPOSE. NO REPRESENTATION OR WARRANTY IS MADE THAT PATERNA’s INVESTMENT PROCESSES OR INVESTMENT OBJECTIVES WILL OR ARE LIKELY TO BE ACHIEVED OR SUCCESSFUL OR THAT PATERNA’s INVESTMENT WILL MAKE ANY PROFIT OR WILL NOT SUSTAIN LOSSES. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
NO AGREEMENT, COMMITMENT OR UNDERSTANDING EXISTS OR SHALL BE DEEMED TO EXIST BETWEEN OR AMONG PATERNA AND ANY OTHER PARTY OR PARTIES BY VIRTUE OF PATERNA FURNISHING THIS PRESENTATION OR ANY PARTY RECEIVING THIS PRESENTATION. PATERNA HAS NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION INDICATED HEREIN AS HAVING BEEN OBTAINED OR DERIVED FROM STATEMENTS MADE OR PUBLISHED BY THIRD PARTIES. ANY SUCH STATEMENTS OR INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTY FOR THE VIEWS EXPRESSED HEREIN. NO WARRANTY IS MADE THAT DATA OR INFORMATION, WHETHER DERIVED OR OBTAINED FROM FILINGS MADE WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR FROM ANY THIRD PARTY, ARE ACCURATE OR COMPLETE. EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS ADDRESSED IN THIS PRESENTATION ARE FORWARD-LOOKING STATEMENTS, WHICH CAN BE IDENTIFIED by the use of forward-looking terminology such as “may,” “will,” “seek,” “should,” “Expect,” “Anticipate,” “project,” “projection,” “pro-forma,” “attempt,” “target,” “develop,” “estimate,” “intend,” “Working to,” “working toward,” “continue,” or “believe” or the negatives thereof or other VARIATIONS thereon or comparable terminology. YOU SHOULD BE AWARE THAT PROJECTIONS AND FORWARD LOOKING STATEMENTS INVOLVE CERTAIN RISKS AND ARE INHERENTLY UNCERTAIN AND ACTUAL RESULTS MAY DIFFER FROM THE PROJECTIONS AND OTHER FORWARD LOOKING STATEMENTS CONTAINED HEREIN DUE TO REASONS THAT MAY OR MAY NOT BE FORESEEABLE. NO REPRESENTATION OR WARRANTY IS MADE AS TO THE ACCURACY OR REASONABLENESS OF THE ASSUMPTIONS UNDERLYING THE PROJECTIONS AND OTHER FORWARD LOOKING STATEMENTS CONTAINED HEREIN.

ALL AMOUNTS, MARKET VALUE INFORMATION AND ESTIMATES INCLUDED IN THIS MATERIAL HAVE BEEN OBTAINED FROM OUTSIDE SOURCES THAT PATERNA BELIEVES TO BE RELIABLE OR REPRESENT THE REASONABLE JUDGMENT OF PATERNA AS OF THE DATE OF THIS MATERIAL. NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS GIVEN AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION OR VIEWS CONTAINED HEREIN. PROJECTIONS, MARKET OUTLOOKS, ASSUMPTIONS OR ESTIMATES IN THIS MATERIAL ARE FORWARD-LOOKING STATEMENTS, ARE BASED UPON CERTAIN ASSUMPTIONS, AND ARE SUBJECT TO A VARIETY OF RISKS AND CHANGES, INCLUDING RISKS AND CHANGES AFFECTING INDUSTRIES GENERALLY AND THE COMPANY SPECIFICALLY.

PATERNA RESERVES THE RIGHT TO CHANGE OR MODIFY ANY OF ITS OPINIONS EXPRESSED HEREIN AT ANY TIME AS IT DEEMS APPROPRIATE. PATERNA DISCLAIMS ANY OBLIGATION TO UPDATE THE INFORMATION OR VIEWS CONTAINED HEREIN.

2749 East Parleys Way, Suite 100 Salt Lake City, UT 84109

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