Terms & Conditions – Nextstellis

TERMS AND CONDITIONS

These Terms & Conditions of Use were last updated on November 15, 2018.

Welcome to Nextstellis.ca (the “Site”), maintained by Searchlight Pharma Inc. These Terms and Conditions of Use (the “Terms of Use”) and the Nextstellis.ca Privacy Policy (the “Privacy Policy”), which you agree to by using the Site or providing us with personal information, govern your use of the Site. Your use of the Site constitutes your acceptance of, and agreement to follow and be bound by, these Terms of Use and the Privacy Policy, each of which constitutes a legal, binding agreement between you and the Company. If you do not agree to and accept, without limitation or qualification, the Terms of Use and the Privacy Policy, please exit the Site.

Unless otherwise stated in these Terms of Use, all references to “the Company” include Searchlight Pharma Inc. and all of its affiliates.

By entering and using the Site, you acknowledge and agree that the Site will only be construed and evaluated according to applicable Canadian law. If you use this Site from other locations, you are responsible for complying with any and all applicable laws. Any and all information contained within the Site, including but not limited to information regarding the Company’s products, applies only to those products provided or offered within Canada.

Intellectual Property
Claims of Copyright Infringement
Your Use of the Site
Privacy
Links to Third Party Websites
Disclaimer of Warranties
Limitations of Liability
Assumption of Risk; Waiver
Indemnification
Waiver; Severability; Entire Agreement
Mandatory Arbitration / No Class Relief
Limitation on Time to File Claims
Changes to the Terms of Use
Modification of the Site
Electronic Communications
Support; Questions; Comments
Void Where Prohibited

1. Intellectual Property

The Company owns the Site and owns or has the right to use all of the content on the Site, including all displays, text, images, graphics, functionalities, photographs, video clips, audio clips, designs, icons, wallpaper, characters, artwork, sounds, information, software, data, and other materials, and all HTML design, selection, arrangement, layouts, configurations, CGI, and other code and scripts in any format used to implement the Site (the “Content”), all of which may be protected by United States, Canadian, and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws

Absent the Company’s prior express written permission as to particular Content on the Site, you may use the Content only for personal, non-commercial, informational purposes, and you may, subject to any stated restrictions or limitations, print a single copy of a limited amount of Content solely for these purposes, if the copy bears all copyright and other intellectual property and proprietary notices displayed on the web page. Except as expressly authorized by these Terms of Use, you may not reproduce, distribute, publish, download, transmit, modify, create derivative works from, publicly display, publicly perform, or in any way use or exploit, any of the Content, in whole or in part, without the Company’s prior written consent, provided that (a) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials, (b) you may store files that are automatically cached by your Web browser for display enhancement purposes, and (c) if we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

Further, you are prohibited from (a) framing pages or parts of pages on the Site and/or deep linking to pages in the Site, (b) using our proprietary trademarks, service marks, or trade names, or any Content, in any meta tags or any other “hidden text” techniques or technologies, (c) modifying or changing copies of any materials from the Site, and (d) deleting or altering any copyright, trademark, or other proprietary rights notices from copies of materials from the Site.

The Company owns or licenses all trademarks, service marks, and trade names on the Site, unless indicated otherwise on the Site. You may not use these marks without the Company’s prior express written permission.

Except as expressly provided above, the Company is not granting you a license under any copyright, trademark, service mark, patent, or other intellectual property or proprietary right in any Content, and nothing in these Terms of Use will be interpreted as conferring by implication, estoppel, or otherwise any license or right under any copyright, trademark, service mark, patent or other proprietary, intellectual, or other right of the Company or any third party. You obtain no rights in the products, processes, or technology described on this Site by accessing or using the Site. The Company and any third-party owners retain all of those rights.

If you wish to make any use of Content other than as authorized in this section, please contact us at the following email address:
[email protected]

If you print, copy, modify, download, or otherwise use or exploit any part of the Site or the Content in breach of the Terms of Use, or provide any other person or entity with access to any part of the Site in breach of the Terms of Use, your right to use the Site will immediately cease, and you must, at our option, return or destroy any copies of materials from or related to the Site which you have created or to which you have contributed. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other applicable laws.

2. Claims of Copyright Infringement

If you are a copyright owner and believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide us with notification containing the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work or works claimed to have been infringed; (c) identification of the material that you claim is infringing and a description of where the material that you claim is infringing is located on the Site; (d) your name, address, telephone number, and email address; (e) a written statement that you have a good- faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply substantially with these requirements will not be considered sufficient notice and will not be deemed to confer on the Company actual knowledge of infringing activity or knowledge of facts or circumstances from which infringing activity is apparent. You must send the written notification to Searchlight Pharma Inc., Attn: Chief Financial Officer as follows:

By mail:
Searchlight Pharma Inc.
1600 Notre Dame St. West, Suite 312
Montréal, Québec H3J 1M1

or

By email: [email protected]

3. Your Use of the Site

The following terms apply to your use of the Site:

(a) Use and Security

You are responsible for all of your usage of the Site and all other activities relating thereto. If you become aware of any breach of security relating to the Site, you must alert the Company immediately by written notice to [email protected]

(b) User Submissions

The Company welcomes your comments and suggestions about the Site and the Company’s products and services, but the Company does not wish for you to submit any confidential or proprietary ideas, suggestions, materials, or other information. Except as expressly set forth in the Privacy Policy, any communication or material you send to us by any means including through the Site, email or otherwise, is and will be non-confidential. The Company shall be free to use all ideas, suggestions, inventions, know-how and techniques contained in such communication for any purpose, including invention, development, manufacturing, and marketing products. By sending, providing or submitting any such materials to us, you grant us a world-wide, perpetual, irrevocable, transferable, sublicensable, royalty-free, non-exclusive, and unrestricted license to copy, reproduce, adapt, transmit, edit, modify, or otherwise use, publicly display, distribute, translate and create compilations and derivative works from, any and all of such materials. Further, you waive all moral rights in and to such materials in favour of the Company.

(c) Prohibited Uses

You may use the Site only for lawful purposes in accordance with these Terms of Use. You agree not to use the Site: (a) in any way that violates any applicable federal, state, provincial/territorial, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US, Canada, or other countries); (b) to post or transmit any infringing, threatening, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous, inflammatory, pornographic, or profane material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law or regulation; (c) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personal information, or otherwise; (d) to send, knowingly receive, upload, download, use, or re-use any material which does not comply with the section of these Terms of Use entitled “Intellectual Property”; (e) to transmit, or procure the sending of, any advertising, commercial, or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; (f) to impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); (g) to engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm the Company or users of the Site or expose them to liability, or (h) to interfere with the proper working of the Site.

You further agree not to: (a) use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site; (b) use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site; (c) use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent; (d) use any device, software, or routine that interferes with the proper working of the Site; (e) introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (f) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site; (g) attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or (h) otherwise attempt to interfere with the proper working of the Site.

4. Privacy

Any personal information, that you submit to the Site will be used and potentially disclosed by the Company in accordance with the Privacy Policy as posted. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

5. Links to Third Party Websites

The Site may contain links to other websites that are not operated by the Company. These links, including, but not limited to, banner advertisements and sponsored links, are provided to you only as a convenience. Such linked sites are not under the control of the Company and the Company is not responsible for their content or any actions taken by the operators of such other sites. The inclusion of any link on the Site is not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with the linked site, unless specifically stated therein. Should you choose to access or use any of the third-party websites linked to this Site, you do so entirely at your own risk and are subject to the terms and conditions of use applicable to the websites.

6. Disclaimer of Warranties

The Company makes no guarantees, warranties, or representations as to the timeliness, quality, completeness, reliability, accuracy, operability, and/or availability of any of the information, materials, or other content on the Site, and expressly disclaims all responsibility and liability with respect to such information, materials, or other content. Any opinions, recommendations, views, or other statements should not be relied on as facts. The content of the Site is provided as a general information source. The Company is not providing medical or similar professional services or advice through the Site, and the information set forth herein or therein is not intended to, and should not, replace medical advice provided by your physician.

The Site may be unavailable from time to time. The Site may contain inaccuracies or typographical errors. The Company disclaims any responsibility for the deletion, failure to store, failure to update, misdelivery, or untimely delivery of any information or material on the Site. The Company does not warrant or guarantee that the Site will be error-free or virus-free or that access to the Site will be uninterrupted. The Company and its content providers cannot and do not warrant or guarantee against errors, omissions, delays, interruptions, or losses, including loss of data.

ALL CONTENT CONTAINED ON THIS SITE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AS WELL AS ANY WARRANTIES WITH RESPECT TO (A) THE PERFORMANCE, FUNCTIONALITY, RELIABILITY, CONTINUOUS AVAILABILITY, SECURITY, OR OPERATION OF THE SITE, (B) THE ACCURACY, CURRENCY, COMPLETENESS, VALIDITY, OR RELIABILITY OF THE INFORMATION OR OTHER CONTENT ON THE SITE, AND/OR (C) THE ABSENCE OF VIRUSES OR OTHER HARMFUL CODE ON THE SITE.

IF YOU DOWNLOAD OR OTHERWISE OBTAIN ANY CONTENT OR MATERIAL FROM THE SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY CLAIMS, INCLUDING ANY DAMAGES TO YOUR COMPUTING SYSTEM OR ANY LOSS OF DATA THAT RESULTS IN CONNECTION WITH SUCH MATERIAL OR CONTENT. YOU ASSUME ALL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE SITE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

7. Limitations of Liability

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOUR USE OF THIS SITE AND/OR ANY OF THE CONTENT AVAILABLE THROUGH THE SITE IS AT YOUR OWN RISK. IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, LOSSES, OR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, INDIRECT, PUNITIVE, OR OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH (A) YOUR ACCESS OR USE OF THE SITE, (B) ANY COMMUNICATIONS SENT TO YOU VIA THE SITE OR OTHERWISE FROM THE COMPANY, OR ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN SUCH INFORMATION, (C) THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM THE COMPANY, OR (D) INCONVENIENCE, DELAY, OR LOSS OF USE OF THE SITE OR ANY SERVICE, OR (E) ANY RELIANCE YOU PLACE ON INFORMATION PROVIDED ON THE SITE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. Assumption of Risk; Waiver

YOU ASSUME ALL RESPONSIBILITY AND RISK OF DAMAGE, INJURY, OR OTHER LOSS RESULTING FROM YOUR USE AND/OR RELIANCE ON THE SITE AND/OR THE CONTENT CONTAINED ON THE SITE. YOU HEREBY WAIVE, RELEASE, AND FOREVER DISCHARGE THE COMPANY, AND ITS RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS, LIABILITIES, OR OTHER OBLIGATIONS RESULTING FROM OR IN CONNECTION WITH YOUR USE OF THE SITE AND/OR RELIANCE ON THE SITE OR THE CONTENT CONTAINED ON THE SITE.

9. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (a) your use of the Site, (b) your violation of any rights of any other company or person in connection with this Site, or (c) your violation of the Terms of Use, the Privacy Policy or applicable law.

10. Waiver; Severability; Entire Agreement

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision in these Terms of Use is held to be invalid, illegal, or unenforceable for any reason, the remaining provisions shall remain effective to the fullest extent permitted by applicable law.

These Terms of Use and the Privacy Policy constitute the sole and entire agreement between you and the Company with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Site.

11. Mandatory Arbitration / No Class Relief

This clause applies to the fullest extent permissible by law, and does not apply to individuals resident in the province of Quebec where prohibited by the Quebec Consumer Protection Act. With the exception of disputes pertaining to the Company’s intellectual property rights, ANY DISPUTE BETWEEN YOU AND COMPANY RELATING TO YOUR USE OF THIS SITE SHALL

BE REFERRED TO AND FINALLY RESOLVED THROUGH BINDING ARBITRATION ADMINISTERED BY JAMS UNDER THE JAMS STREAMLINED ARBITRATION RULES AND PROCEDURES ON AN INDIVIDUAL BASIS WITH NO CLASS RELIEF. This clause shall be construed as a “written agreement to arbitrate” pursuant to the United States Federal Arbitration Act.

12. Limitation on Time to File Claims

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE PRIVACY POLICY, 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.

13. Changes to the Terms of Use

The Company reserves the right to revise the Terms of Use at any time and for any reason. All changes are effective immediately when posted. The modified Terms of Use will become effective immediately after the Company posts them on the Site. You agree that you will check the Site frequently for updates. By entering the Site, you acknowledge and agree that you shall be bound by any such revisions. If you do not agree to the modified Terms of Use, you are not authorized to access or use the Site.

14. Modification of the Site

The Company reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Site, any part of the Site from time to time, or any services provided on the Site, for any or no reason and without notice. You agree that the Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site. The Company may change the information and materials on the Site from time to time at its sole discretion. The Company may restrict access to some or all of the Site to both guests and users.

15. Electronic Communications

When you visit the Site or send emails to the Company, you are communicating with the Company electronically. You consent to receive communications from the Company electronically. The Company may communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing.

16. Support; Questions; Comments

To report any technical problems with the Site (such as links that do not connect or downtime) or if you have any other questions or
comments about the Site, please notify us at [email protected]

17. Void Where Prohibited

The Site may be accessible anywhere in the world. However, some of the functions, features, or other Content mentioned on the Site may not be available to all persons or in all geographic locations or jurisdictions. Further, the Company makes no claims that the Site or any of its Content is appropriate outside of Canada. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside Canada, you do so on your own initiative and at your own risk, and are responsible for compliance with all local laws.

The Company reserves the right, in its sole discretion, to limit the availability of the Site, including any Content, to any person, geographic area, or jurisdiction at any time.

Terms & Conditions of Use

This website is owned by Searchlight Pharma Inc. (“Searchlight”). By accessing, viewing or using the content available through the website, you agree to the terms and conditions provided below, as well as Searchlight’s Privacy Policy which is incorporated by this reference (collectively, “Terms of Use”). If you do not agree to the Terms of Use, please do not access, view or use this website.

Searchlight reserves the right, at its sole discretion, to amend the Terms of Use at any time and without notice. Please check back from time to time for such amendments. Your continued access, view and use of this website constitutes your agreement to the then-current Terms of Use. Searchlight shall have the right for any reason, in its sole discretion, to terminate, change, suspend or discontinue, temporarily or permanently, any aspect of this website, including but not limited to content, features and hours of availability, without further notice to you.

The information contained on this website is designed to be as comprehensive and factual as possible. Searchlight reserves the right, however, to make changes, at any time and without notice, to the content on this site. There is no guarantee with respect to the accuracy, timeliness or completeness of any information or document on this site. The documents and information contained on this website may not always be the most current source for company information. The information contained on this website is not intended to provide specific medical, legal, accounting, financial or tax advice to any particular person. People should contact a medical professional for advice on any medical treatment. Absolutely no information contained on this website should be construed as taking the place of your physician’s or other qualified healthcare professional’s advice. Potential investors should obtain their own professional advice.

Ownership of Intellectual Property/Restrictions on Use of Materials

This website is owned and operated by Searchlight. Unless otherwise indicated, the contents including without limitation, all logos, trademarks, service marks, trade-dress, texts, graphics, images, and the collection, organization, arrangement and assembly of the contents of this website (collectively, the “Content”) are the property of Searchlight and are protected, without limitation, pursuant to Canadian, U.S. and foreign intellectual property laws, including copyright, trademark and other laws and regulations. You do not acquire any ownership rights to any Content through your access to, or use of, this website.

No Content from this website, either in whole or in part, may be copied, reproduced, republished, uploaded, posted, transmitted, archived, modified, sold or distributed in any way, without Searchlight’s prior written consent, except that you may download one copy of the Content on any single computer for your personal non-commercial use only, provided you keep intact all copyright and other proprietary notices. Modification of the Content or use of the Content for any other purpose is a violation of Searchlight’s copyright, trademark and trade secret rights and others’ proprietary rights. The use of any Content on any other website, platform or networked computer environment for any purpose is strictly prohibited.

Use of Site and Site Material/ Acceptable Site Use

Users may not use this website in order to transmit, distribute, store or destroy the Content or any material: (a) in violation of any applicable law or regulation; (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of Searchlight or others, or violate the privacy, publicity or other personal rights of Searchlight or others; or (c) that is defamatory, obscene, threatening, scandalous, inflammatory, pornographic, profane, abusive or hateful. Users may use this website only for lawful purposes and in compliance with the Terms of Use.

You agree not to: (a) interfere with other users’ use of the website; (b) transmit any files which may contain viruses, or other contaminating or destructive properties; and (c) post or transmit material for advertising or commercial purposes.

Any submissions you send to this website or otherwise to Searchlight shall be deemed to be non-confidential and Searchlight shall have no obligation of any kind with respect to such submissions, except under the Privacy Policy.

Website Security Rules

Users are prohibited from violating or attempting to violate the security of the website, including, without limitation: (a) accessing data not intended for such user or logging into a server or account which the user is not authorised to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorisation; (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the website, overloading, “flooding,” “spamming,” “mail booming” or “crashing”; or (d) engaging in “screen scraping” or “database scraping”. Violations of any system or network security may result in civil or criminal liability. Searchlight will investigate occurrences that may involve such violations and may involve and co-operate with law enforcement authorities in prosecuting users who are involved in such violations.

Non-Solicitation Policy

The sender of any communications to this website or otherwise to us shall be responsible for the content and information contained in such communications, including its truthfulness and accuracy.

In your communications with us through the website and otherwise, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services (collectively, “Unsolicited Ideas and Materials”). We shall be free to use or copy all or a portion of any Unsolicited Ideas and Materials you post on this website or send to us, including any ideas, inventions, concepts, techniques or know-how disclosed, for any purposes. Such purposes may include disclosure to third parties and/or developing, creating or marketing goods or services.

Product Information

Product information provided on this site is intended for use by Canadian residents only. The dissemination of this information may be subject to different medical and regulatory requirements in other countries. This information is available to the public for educational purposes only; it should not be used for diagnosing or treating a health problem or disease or be construed as the giving of advice or the making of a recommendation. This information should not be relied upon as the basis or otherwise for any decision or course of action and is not intended to be a substitute for consultation with a licensed healthcare provider. Searchlight cannot answer unsolicited emails requesting personal medical advice; please consult your healthcare provider.

The information contained and broadcast on this website may contain direct or indirect references to Searchlight products, programs and services which are not proposed or available in certain countries or regions, or which may be offered under a different trademark, and which may be subject to different regulations and conditions of use according to the country. Such references do not imply any intention on the part of Searchlight to sell these products, programs or services in your country.

Disclaimer

SEARCHLIGHT MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS WEBSITE OR ITS CONTENTS, WHICH ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE PROVIDED FOR USE ON AN “AS IS, WHERE IS” BASIS AND “AS AVAILABLE.” TO THE GREATEST EXTENT PERMITTED BY LAW, SEARCHLIGHT DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, OR ARISING BY STATUTE, USAGE, CUSTOM OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS SITE AND ANY WEBSITE WITH WHICH IT IS LINKED. SEARCHLIGHT DOES NOT WARRANT THE FUNCTIONS, INFORMATION OR LINKS CONTAINED ON THIS SITE NOR DOES IT WARRANT THAT THE SITE’S CONTENTS WILL MEET YOUR REQUIREMENTS. SEARCHLIGHT DOES NOT WARRANT THAT THIS WEBSITE OR ITS CONTENTS ARE FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF THIS WEBSITE OR ITS CONTENTS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, CANCELBOTS OR OTHER HARMFUL COMPONENTS. SEARCHLIGHT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. YOU (AND NOT SEARCHLIGHT) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

Limitation of Liability

YOU USE THIS WEBSITE AND ITS CONTENT AT YOUR OWN RISK. UNDER NO CIRCUMSTANCES SHALL SEARCHLIGHT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, COMPENSATORY, DIRECT OR INDIRECT DAMAGES, LOSS OF DATA, INCOME OR PROFIT OR DAMAGE TO PROPERTY THAT RESULT FROM YOUR USE OF, OR YOUR INABILITY TO USE, THE SITE OR THE CONTENTS ON THE SITE, EVEN IF SEARCHLIGHT OR A SEARCHLIGHT AUTHORISED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SEARCHLIGHT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, OR NOT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.

Indemnity of User

You agree to defend, indemnify and hold harmless Searchlight, and each of its officers, directors, employees, parents, shareholders, licensees, assigns and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Content contained on the website or your breach of these Terms of Use. Searchlight shall provide notice to you promptly of any such claim, suit, or proceeding and may assist you, in its sole discretion, at your expense, in defending any such claim, suit or proceeding.

Linked Websites

This website may contain links to third-party sites. These links are provided solely as a convenience to you and not as an endorsement by Searchlight. Searchlight is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party sites. If you decide to access linked third-party sites, you do so at your own risk. We encourage you to review the terms of use of each website visited before using those websites.

Laws

By accessing this website, you agree to use the information contained on the website in accordance with all applicable local, provincial, national or international laws and regulations.

By accessing this website, you and Searchlight agree that all matters relating to your access to, or use of, this website shall be governed by the statutes and laws of Ontario, Canada, without regard to the conflicts of laws principles thereof. You and Searchlight also agree and hereby submit to the exclusive personal jurisdiction and venue of the courts of the Province of Ontario, Canada with respect to such matters. This website is intended for residents of Canada only. Searchlight makes no representation that materials on this website are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws.

General

Searchlight reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use, including the right to block access from a particular Internet address to our website.

No waiver of these Terms of Use shall be deemed, or shall constitute, a waiver of any other provision, nor shall waiver be deemed or constitute a continuing waiver unless expressly provided.

To the extent permitted by applicable law, in the event that any provision or part of a provision in these Terms of Use is held to be unlawful, void, invalid or unenforceable, the remaining provisions or parts thereof shall be and remain in full force and effect and shall be construed as if the unlawful, void, invalid or unenforceable provision or part thereof has been deleted from these Terms of Use. The section titles in these Terms of Use are for convenience only and have no legal effect on the provisions herein.

December 1, 2023

Searchlight Pharma Inc.
1600 Notre Dame St. West, Suite 312
Montréal, Québec H3J 1M1

NEXTSTELLIS is a trademark of Searchlight Pharma Inc.