Terms Of Service

NANOCHON, INC. TERMS OF USE

Last updated: February 6, 2025.

Welcome to this website (the “Website”), owned and operated by Nanochon, Inc. (“Nanochon”, “us”). These Terms of Use and any amendments or supplements to it, (the “Agreement”) form a legally binding agreement between you and Nanochon. This Agreement governs your access to and use of the Website and data or other content displayed on, maintained or uploaded by the Website (“Content”), (collectively, “Your Use”).

Your Use of the Website shall be deemed to constitute your consent to be bound by this Agreement and shall be enforceable in the same way as if you had signed this Agreement. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THE WEBSITE.

United States Only

(a) U.S.-Only. The Website is offered and intended for use only within the United States. Nanochon does not represent that the Website are appropriate, available, or lawful for access or use outside the United States.

(b) No International Offering. Any access to or use of the Website from outside the United States is unauthorized, is at your own risk, and constitutes a material breach of the Agreement.


(c) No Obligation to Geo-Block. We may use reasonable methods to determine your approximate location (e.g., IP address, device settings, billing address signals). However, we do not guarantee the Services are inaccessible from outside the United States and has no obligation to implement any particular geo-blocking technology.

Changes to Agreement

We may modify the terms of this Agreement at any time, in our sole discretion. You should check the Website and these Terms periodically for modifications. If we do so, we’ll let you know by posting the Agreement on the Website. It’s important that you review the Agreement whenever we modify it because if you continue to use the Website after we have posted a modified Agreement on the Website, you are indicating to us that you agree to be bound by the modified Agreement. If you don’t agree to be bound by the modified Agreement, then you may not use the Website anymore. Because our Website is evolving over time we may change or discontinue all or any part of the Website, at any time and without notice, at our sole discretion.

Who May Use the Website

You may use the Website only if you are not barred from using the Website under applicable law and are 18 years or older and have the power to enter into a binding contract with us and not be barred from doing so under any applicable laws. By accessing our using the Website, you are representing and warranting that you are at least 18 years old. We may restrict, suspend, or terminate access if we believe you are under the age of 18.

No Warranties

THE WEBSITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. NANOCHON DOES NOT WARRANT THAT THE SITE OR THE FUNCTIONS OR CONTENT MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NANOCHON MAKES NO WARRANTY THAT THE SITE WILL MEET USERS’ EXPECTATIONS OR REQUIREMENTS. IN NO EVENT WILL NANOCHON, ITS AFFILIATES, SUBSIDIARIES, OR LICENSOR BE LIABLE (FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, ACCURACY OF RESULTS, OR LOSS OF BUSINESS INFORMATION. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE NOT SATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE. YOU ARE NOT TO CONSTRUE THE CONTENTS OF THIS SITE AS LEGAL, TAX OR INVESTMENT ADVICE, OR ANY SOLICITATION TO INVEST IN ANY NANOCHON FUND OR PORTFOLIO COMPANY.

The Content on the Website is for informational purposes only and is not intended to be medical advice or instructions for medical diagnosis or treatment. No physician-patient relationship is, or is intended to be, created by Content provided by Nanochon, and the Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Under no circumstances will Nanochon be liable in any way for any Content of any third parties or for any loss or damage of any kind incurred as a result of the use of any such Content.

Proprietary Rights

You acknowledge and agree that the Content on the Website is protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. All right, title and interest in the Content are and will remain the exclusive property of Nanochon, its affiliates, and its licensors. The technology and software underlying the Website are the property of Nanochon, our affiliates, and our partners (the “Software”). Except as expressly authorized by Nanochon, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Website, the Content, or the Software, in whole or in part. Any use of the Website, the Content or the Software other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by Nanochon.

You may not use or display any Nanochon trademarks or service marks (collectively the “Nanochon Trademarks”) without Nanochon’s prior written consent. You have no right to use any of Nanochon Trademarks, without our prior written permission. All goodwill generated from the use of Nanochon Trademarks will be inure to our exclusive benefit. Other company, product and service names and logos displayed via the Website may be trademarks or service marks of their respective owners, which may or may not be affiliated with or connected to Nanochon.

Prohibitions

You agree not to do any of the following or attempt to do any of the following:

  • Use, display, mirror or frame the Website, the Content, or the Software or any individual element within the Website, the Content, or the Software, Nanochon’s name, any Nanochon trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Nanochon’s express written consent;
  • Access, tamper with, or use non-public areas of the Website, Nanochon’s computer systems, or the technical delivery systems of Nanochon’s providers;
  • Attempt to probe, scan or test the vulnerability of any Nanochon system or network or breach any security or authentication measures;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Nanochon or any of Nanochon’s providers or any other third party (including another user) to protect the Website;
  • Sublicense or use the Website, the Content, or the Software for commercial time sharing, rental, outsourcing, or service bureau use; or
  • Sublicense or use the Website, the Content, or the Software to build or train competing models or services, perform comparisons, or other “benchmarking” activities, either alone, on in connection with any other software, except as expressly permitted in writing by Nanochon.
  • Attempt to access or search the Website, the Content, or the Software through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Nanochon or other generally available third-party web browsers;
  • Use any meta tags or other hidden text or metadata utilizing a Nanochon trademark, logo URL without Nanochon’s express written consent;
  • Infringe third-party rights or submit User Content you do not have the right to use;
  • Use the Website, the Content, or the Software for any commercial purpose or for the benefit of any third party or in any manner not permitted by this Agreement;
  • In any way use the Website, the Content, or the Software to send altered, deceptive or false source-identifying information;
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Website;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Website;
  • Collect or store any personally identifiable information from the Website from other users of the Website without their express permission;
  • Impersonate or misrepresent your affiliation with any person or entity;
  • Use the Website for illegal activities or to violate any applicable law or regulation;
  • Engage in fraud, deception, manipulation, or abusive conduct;
  • Upload malware or interfere with the Website, the Content, or the Software operation;
  • Engage in any activity that poses or creates a privacy or security risk to any person, or any activity which in the sole judgment of Nanochon, is objectionable or which may expose Nanochon or its users to any harm or liability, or interfere with or disrupt the Website; or
  • Encourage or enable any other individual to do any of the foregoing.

 

Although we’re not obligated to monitor access to or use of the Website, we have the right to do so for the purpose of operating the Website, to ensure compliance with this Agreement, and to comply with applicable law. We have the right to investigate violations of this Agreement or conduct that affects the Website. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Links to Third-Party Websites

The Website may contain links to third-party websites or resources. None of such links should be deemed to imply that Nanochon endorses the third-party providers or any content therein. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You also may be subject to additional terms and conditions that may apply when you use third-party websites or resources. You acknowledge sole responsibility for and assume all risk arising from, and Nanochon shall have no liability arising out of or related to your use of any third-party websites or resources.

User Content

Any content you provide to or upload through the Website or share is collectively referred to as “User Content”. You are solely responsible for all User Content. By sharing User Content, you represent and warrant that you own all right, title, and interest in and to such User Content, including all copyrights, and that the User Content is accurate, complete, and in compliance with all applicable laws. You shall not take any action or upload, post, or otherwise distribute any User Content that infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity or violates any contractual duty.

By uploading any User Content you hereby grant and will grant Nanochon and its affiliated companies, successors, and assigns a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to reproduce, adapt, publish, create derivative works from, copy, display, upload, publicly perform, distribute, store, modify and otherwise use your User Content without compensation to you, in connection with the operation of the Website. You acknowledge and agree that any User Content that you provide to us are non-confidential and we will be entitled to the unrestricted use and dissemination of User Content for any purpose, commercial or otherwise, without your acknowledgment or compensation to you. You agree that we may, in our sole discretion, may remove and discard any User Content. You agree that any such removal may be effected without prior notice and that Nanochon will not be liable to you or any third party for any such action.

We welcome feedback, comments and suggestions for improvements to the Website (“Feedback”). You can submit Feedback by emailing us at ben.holmes@nanochon.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.

No Offers

Nothing on the Website constitutes or forms a part of any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied upon in any connection with any contract or commitment whatsoever.

Limitations of Liability

NEITHER NANOCHON NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE CONTENT WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NANOCHON HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL NANOCHON’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO NANOCHON. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NANOCHON AND YOU.

Indemnification

You agree to defend, indemnify, and hold harmless Nanochon and its officers, directors, employees, and affiliates from and against claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Website or the Software, (b) your User Content, or (c) your violation of this Agreement or applicable law.

Termination

We may suspend or terminate your access to and use of the Website, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation, or cancellation, all provisions of this Agreement which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions. You agree that any such suspension or termination may be effected without prior notice and that we will not be liable to you or any third party for any such action.

Privacy Policy

Please refer to our Privacy Policy for information on how we collect, use, and disclose information from our users. You acknowledge and agree that your use of the Website is subject to our Privacy Policy.

Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

(a) Initial Dispute Resolution. You agree that before taking any formal legal action under these Terms, You shall provide written notice to Nanochon of the specific issue(s) in dispute, including reference to the relevant provision(s) of the Terms which are allegedly being breached. Within thirty (30) days after such notice, representatives of each of the parties shall hold at least one meeting (in person or by video- or tele-conference) for the purpose of attempting, in good faith, to resolve the dispute.

(b) Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of 30 days from the time informal dispute resolution begins under the Initial Dispute Resolution provision set forth in Section 14.2(a), then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including their formation, performance, and breach), the parties’ relationship with each other and/or Your use of Services shall be finally settled by binding arbitration administered by JAMS in accordance with the provisions of its Streamlined Arbitration and Procedures, excluding any rules or procedures governing or permitting class or representative actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. The arbitrator’s award shall be in writing and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.

(c) Arbitration Fees.  The party initiating arbitration is responsible for paying the costs of filing, and the arbitrator’s fees will be shared equally between the parties. You are responsible for its own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

(d) Location.  Arbitration shall take place in Delaware, or another location mutually agreed to by the parties.

(e) Class Action Waiver. You and Nanochon agree to bring claims only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

(f) Exceptions. Either party may seek injunctive relief for misuse of intellectual property or unauthorized access/security issues.

General Terms

This Agreement constitutes the entire and exclusive understanding and agreement between Nanochon and you regarding the Website, and this Agreement supersedes and replaces any and all prior oral or written understandings or agreements between Nanochon and you regarding the Website. This Agreement and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. You may not assign or transfer this Agreement, by operation of law or otherwise, without Nanochon’s prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null. Nanochon may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. Any notices or other communications provided by Nanochon under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Nanochon’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Nanochon. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

Questions?

If you have any questions about this Agreement or the Website, or to report any violations of this Agreement, please contact Nanochon at Ben.Holmes@nanochon.com

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