Terms of Use

TERMS OF USE

Seelos Therapeutics, Inc., (hereinafter, “Seelos Therapeutics”, “Seelos”, “we” or “us”) created and maintains the Seelos website currently located at http://www.seelostx.com (the “Website,” and together with any successor URLs, applications and other online services Seelos may offer, the “Services”). Your use of the Services is governed by the terms and conditions set forth below (these “Terms of Use”) and the Seelos Privacy Policy (collectively, the “Terms”).

PLEASE READ THESE TERMS OF USE. BY USING THE SERVICES, YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THE SEELOS PRIVACY POLICY AND THESE TERMS OF USE AND REPRESENT TO US THAT YOU ARE 18 YEARS OF AGE OR OLDER AND ARE LEGALLY COMPETENT TO ENTER INTO AND AGREE TO THE TERMS AND CONDITIONS OF THE SEELOS PRIVACY POLICY AND THESE TERMS OF USE. IF YOU DO NOT ACCEPT THE SEELOS PRIVACY POLICY AND THESE TERMS OF USE, THEN YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY OF THE SERVICES.

PLEASE NOTE THAT THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES IN CERTAIN CIRCUMSTANCES, RATHER THAN JURY TRIALS OR CLASS ACTION LAWSUITS. VIEW THESE TERMS OF USE HERE.

MODIFICATIONS OF TERMS OF USE

We may modify or update these Terms of Use from time to time. It is your sole responsibility to check the Services from time to time to view any such changes in these Terms of Use. When we change these Terms of Use in a material manner, we will notify you by posting an announcement on our Website. Your continued use of the Services after any change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these Terms of Use or any future Terms of Use, you may not use or access (or continue to access) the Services.

PRIVACY POLICY

Seelos’ Privacy Policy explains how we collect, use and disclose your data in connection with the Services. By using the Services, you agree that Seelos can use such data in accordance with Seelos’ Privacy Policy.

LICENSE TO YOU

Seelos hereby grants to you, subject to the terms and conditions of these Terms of Use, a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access and use the Services solely for your personal, noncommercial use, subject to the limitations set forth below. Seelos reserves all rights not expressly granted in these Terms of Use. Seelos reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use or access of the Services.

You agree to protect the Services, and their proprietary content, information and other materials, from any unauthorized access or use, and you agree that you will not use the Services or such proprietary content, information or other materials except as expressly permitted herein or expressly authorized in writing by Seelos. Except as specifically permitted herein or expressly authorized in writing by Seelos, you agree that you will not directly or indirectly: (a) distribute, sell, transfer, rent, lease, sublicense or otherwise exploit the Services in any unauthorized manner; or (b) transmit, adapt, create derivative works of, translate, localize, port or otherwise modify the Services, any updates, or any part thereof in any form or manner or by any means. You understand and agree that you are not permitted to: (x) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Services; (y) use any means to discover the trade secrets in the Services; or (z) otherwise circumvent any functionality that controls access to or otherwise protects the Services. Any attempt to do any of the foregoing is a violation of the rights of Seelos and its affiliates and licensors. If you breach these restrictions, you may be subject to prosecution and damages.

SUBMISSION OF INFORMATION

The Website is not intended to and does not enable users to post to the Website. However, users may contract us directly through our “Contact Seelos” page. Except as expressly stated and agreed upon in advance by Seelos, no confidential relationship shall be established in the event that you or any other user of the Website should make any oral, written or electronic communication or submission to Seelos (such as feedback, questions, comments, suggestions, ideas, etc.). If the Website requires or requests that such information be provided, and that such information contain personal identifying information (e.g., name, address, phone number, email address), Seelos shall obtain, use, and maintain it in a manner consistent with our Privacy Policy. Otherwise, such communication and any information submitted therewith shall be considered non-confidential, and Seelos shall be free to reproduce, publish, or otherwise use such information for any purposes whatsoever including, without limitation, the research and development of our products and technology that may be impacted by such information. The sender of any information to Seelos is fully responsible for the content of their submission, including its truthfulness and accuracy, and its non-infringement of any other person’s proprietary or privacy rights.

CONDUCT RESTRICTIONS

You are solely responsible for your use of and activity in relation to the Services. Your permission to use the Services is conditioned upon the following use and conduct restrictions.

As a condition of your access and use of the Services, you agree not to use the Services for any purpose that is unlawful, prohibited by these Terms of Use, or not intended by Seelos. In particular, you agree not to:

a. violate these Terms of Use or any other applicable agreement between you and Seelos or you and any third party;
b. use the Services for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes our rights or the rights of others;
c. use the Services in any manner that violates any law;
d. use the Services for any purpose other than to receive information regarding Seelos and its research, procedures, products and services;
e. interfere with the proper working of the Services;
f. transmit or submit any transmission or other materials that contain viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that is likely or intended to damage, interfere with, disrupt, impair, disable or otherwise overburden the Services;
g. access, download, monitor, or copy any information contained on the Services through artificial means (including but not limited to using any ‘deep-link’, ‘scraper’, ‘robot’, ‘spider’ or other automatic device, program, algorithm or methodology, or any similar or equivalent automatic or manual process), or in any way reproduce or circumvent the navigational structure or presentation of the Services or any content, to obtain or attempt to obtain any Seelos Content (as defined below), materials, documents or information through any means not purposely made available through the Services; or
h. probe, scan or test the vulnerability of the Services or any network connected to the Services, or breach the security or authentication measures on or of the Services or any network connected to the Services. You may not reverse look-up, trace or seek to trace any information on any other user of the Services to its source, or exploit the Services or any service or information made available or offered by or through the Services, in any way where the purpose is to reveal any information, except as expressly authorized by Seelos and provided for by these Terms of Use.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

INTELLECTUAL PROPERTY RIGHTS

The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Seelos Content”), and all intellectual property rights related thereto, are the exclusive property of Seelos and its licensors. Except as explicitly provided herein, nothing in these Terms of Use will be deemed to create any interest or license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Seelos Content. Use of the Seelos Content for any purpose not expressly permitted by these Terms of Use is strictly prohibited.

“Seelos,” and other Services graphics, logos, designs, page headers, button icons, scripts, and service names are the trademarks or trade dress of Seelos or its licensor’s in the U.S. and/or other countries (collectively, the “Seelos Marks”). The Seelos Marks may not be used in connection with any product or service without the prior written consent of Seelos. You may not use the Seelos

Marks in connection with any product or service in any manner that is likely to cause confusion or create the impression that Seelos endorses any product or service.

TERMINATION

Seelos may terminate your use of the Services at any time and for any reason, including for conduct violating these Terms of Use. Upon any such termination, you must destroy all content obtained from the Services and all copies thereof. Furthermore, you acknowledge that Seelos reserves the right to take action – technical, legal or otherwise – to block your ability to access the Services. You understand that Seelos may exercise this right in its sole discretion and this right shall be in addition to any other rights and remedies available to Seelos.

All provisions of these Terms of Use which by their nature should survive termination shall survive the termination of your access to the Services, including the provisions regarding ownership, warranty disclaimers, indemnity, and limitations of liability.

THE SERVICES DO NOT PROVIDE MEDICAL ADVICE

The Services and their content are for informational purposes only. The content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Services.

If you think you may have a medical emergency, call your doctor or 911 immediately. Seelos does not endorse any specific physicians, opinions, or other information that may be mentioned on the Services. Seelos is not a health or wellness provider and cannot recommend or refer you to any health or wellness provider. Reliance on any information provided by Seelos or its employees is solely at your own risk.

LINKS TO THIRD PARTY WEBSITES

This website may contain links to websites not operated by Seelos. We provide these links for your convenience, but we do not review, control, endorse, or monitor the materials on any other websites. We are not responsible for the performance of those websites or for your business dealings with them.

DISCLAIMERS

ANY USE OF THE SERVICES, INCLUDING ANY RELIANCE UPON OR USE OF ANY OF THE INFORMATION THEREIN, SHALL BE AT YOUR SOLE RISK. ALL CONTENT CONTAINED WITHIN THE SERVICES IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SEELOS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. Seelos makes no warranty as to the accuracy, usefulness, currency, completeness or availability of any information transmitted or made available via the Website, and shall not be responsible or liable for any error or omissions in that information. You are responsible for verifying any information before relying on it. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

The Website and the conference calls, press releases, presentations and other materials posted on, or available through, the Website, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, as amended. Statements that are not purely historical are forward-looking statements. The inclusion of forward-looking statements should not be regarded as a representation by Seelos that any of its plans will be achieved. Such forward-looking statements include, among other things: Seelos’ ability to identify and conclude strategic transactions or other business combinations; the timing of any clinical and non-clinical trials and studies; Seelos’ development and partnering plans; Seelos’ ability to fund its operations with cash on hand through 2019; and Seelos’ strategic objectives. Actual results could differ from those projected in any forward-looking statements due to a variety of reasons that are outside the control of Seelos, including, but not limited to: Seelos’ financial position and need for additional capital to fund its operations, which may be adversely impacted if Seelos is unable to maintain the continued listing of its common stock; a partnership with respect to any larger strategic transaction or other business combination may not be available on acceptable terms or at all; Seelos’ ability to retain and attract key personnel; Seelos’ ability to raise additional funding that it may need to continue to pursue its development plans; Seelos’ ability to secure a strategic partner; Seelos may expend cash resources more quickly than it anticipates; and market conditions. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as prediction of future events. All forward-looking statements are qualified in their entirety by this cautionary statement, and although Seelos intends to update its Website on a regular basis, Seelos assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the applicable conference calls, press releases, presentations and other materials.

LIMITATION OF LIABILITY

IN NO EVENT SHALL SEELOS OR ANY OF ITS LICENSORS OR INFORMATION PROVIDERS HAVE ANY LIABILITY IN CONNECTION WITH THE SERVICES OR ANY INFORMATION PRESENTED IN THE SERVICES FOR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR FOR LOSS OF PROFITS, REVENUE, USE, OR DATA, IN EACH CASE ARISING UNDER ANY THEORY, INCLUDING UNDER WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, EVEN IF SEELOS IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

SEELOS’ AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY CLAIMING THROUGH YOU IN CONNECTION WITH THE USE OF THE SERVICES IS LIMITED TO FIFTY DOLLARS ($50).
INDEMNIFICATION

You hereby agree to indemnify, defend, and hold harmless Seelos, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates, from and against any and all claim, loss, expense or demand of liability, including attorneys’ fees and costs incurred, in connection with your violation of these Terms of Use or your use of or inability to use the Services. Seelos reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of Seelos.

GOVERNING LAW AND ARBITRATION; NO CLASS ACTIONS

These Terms of Use, and any claim, cause of action or dispute (“claim”) arising out of or related to these Terms of Use shall be governed by the laws of the State of New York without regard to the conflict of laws provision thereof and regardless of your country of origin or where you access the Services. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THESE TERMS OF USE OR THE

SERVICES WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except for Seelos’ right to seek injunctive relief as set forth below.

If you do not want to arbitrate disputes with Seelos and you are an individual, you may opt out of this arbitration agreement by sending an email to [email protected] within 30 days of the day you first access or use the Services.

If you intend to seek arbitration you must first send written notice to Seelos’ legal department of your intent to arbitrate (“Notice”). The Notice to Seelos should be sent by any of the following means: (i) electronic mail to [email protected]; or (ii) sending the Notice by U.S. Postal Service certified mail to Seelos Therapeutics, Inc., 535 5th Avenue, 25th Floor, New York, NY 10036, Attention: Chief Executive Officer. The Notice must (x) describe the nature and basis of the claim or dispute; and (y) set forth the specific relief sought; and (z) set forth your name, address and contact information. If we intend to seek arbitration against you, we will send any notice of dispute to you at the contact information we have for you.

The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the American Arbitration Association (“AAA”) under its AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes, as modified by these Terms of Use. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by these Terms of Use. If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. We will reimburse all other AAA filing, administration and arbitrator fees paid by you, unless the arbitrator determines that the arbitration was frivolous or brought for an improper purpose, in which case the payment of all such fees shall be governed by the AAA rules. The arbitration will be conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. For any claim where the potential award is reasonably likely to be $10,000 or less, either you or Seelos may elect to have the dispute resolved through non-appearance-based arbitration.

To the fullest extent permitted by applicable law, YOU AND SEELOS EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, YOU AND SEELOS EACH WAIVE ANY RIGHT TO A JURY TRIAL. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and Seelos agree that all claims arising out of or related to these Terms of Use must be resolved exclusively by a state or federal court located in New York, New York, and you and Seelos each agree to submit to the exercise of personal jurisdiction of such courts for the purpose of litigating all such claims. Notwithstanding the above, you agree that Seelos shall still be allowed to apply for and obtain injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Services or these Terms of Use shall be filed within one year after such claim or cause of action arose otherwise it will forever be barred.

USE OUTSIDE OF THE UNITED STATES

Seelos controls and operates the Services in the United States. Seelos makes no representation that contents in the Services may be downloaded, viewed or are appropriate for use outside the United States. If you access or otherwise use the Services or its 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.

NOTICE

By use of the Services, you consent to receive electronic communications from Seelos (via a posting on the Services), and you agree that any such communications satisfy any legal requirement to make such communications in writing. You also agree that Seelos may communicate any notices to you under these Terms of Use through electronic mail, regular mail or posting the notices on the Services. All notices to Seelos must be provided by either sending: (i) an email to [email protected]; or (ii) a letter, first class certified mail, to Seelos Therapeutics, Inc., 535 5th Avenue, 25th Floor, New York, NY 10036, Attention: Chief Executive Officer. Such notices will be deemed delivered upon receipt.

ENTIRE AGREEMENT

These Terms of Use and other agreements, rules, and policies incorporated by reference to these Terms of Use, including the Seelos Privacy Policy, constitute the entire agreement between you and Seelos. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and Seelos regarding the subject matter contained in these Terms of Use. Additional terms and conditions may exist between you and third parties. You represent and warrant that those third party agreements do not interfere with your obligations and duties to Seelos under these Terms of Use. No modification of these Terms of Use will be effective unless authorized by Seelos.

MISCELLANEOUS

If you breach any term of these Terms of Use or other agreement with Seelos, Seelos may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. Seelos’ remedies are cumulative and not exclusive. Failure of Seelos to exercise any remedy or enforce any portion of these Terms of Use at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect and enforceable. These Terms of Use are not assignable, transferable or sublicensable by you except with Seelos’ prior written consent. We may transfer, assign or delegate these Terms of Use and its rights and obligations without consent.

Users of the Services are responsible for compliance with all applicable regulations and laws. No joint venture, partnership, employment or agency relationship exists between you and Seelos as a result of these Terms of Use or use of the Services.

CONTACTING US

If you have any questions about these Terms of Use, please contact us at [email protected].

These Terms of Use were last modified on December 12, 2018.