THESE TERMS OF USE CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND APEEL TECHNOLOGY, INC. dba APEEL SCIENCES. PLEASE READ THEM CAREFULLY.

Effective Date: December 5, 2019
Last Revised: August 31, 2020

These Terms of Use (the “Terms”) apply to the Apeel Technology, Inc., dba Apeel Sciences (“Apeel Technology”, “Apeel Sciences,” “Apeel,” “we,” “us” and “our”) website including www.apeelsciences.com (collectively, the “Site”). The Site is the property of Apeel Sciences. Please also review our Privacy Policy.

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THIS SITE, YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECOGNIZE THAT YOU MAY BE WAIVING CERTAIN RIGHTS.

THESE TERMS CONTAIN AN ARBITRATION AGREEMENT WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AS WELL AS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.
YOUR CONTINUED USE OF THIS SITE IS SUBJECT TO YOUR CONTINUED COMPLIANCE WITH THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT USE THIS SITE.


CONTINUED ACCESS AND USE OF THIS SITE AFTER CHANGES HAVE BEEN MADE TO THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE REVISED TERMS THEN IN EFFECT. YOU AGREE THAT YOU WILL REVIEW THESE TERMS PERIODICALLY AND THAT YOU SHALL BE BOUND BY THESE TERMS AND ANY MODIFICATIONS HEREOF.

CONDITIONS OF USE

While using the Site, you are required to comply with all applicable statutes, orders, regulations, rules and other laws. You may not use the Site for any fraudulent or unlawful purpose, and you may not take any action to interfere with the Site or any other party’s use of the Site. In addition, we expect users of the Site to respect the rights and dignity of others. For example, you may not do any of the following without our consent:

Post, upload, share, transmit, distribute, facilitate distribution of or otherwise make available to or through the Site any content that is unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising;
Post to or transmit through the Site any sensitive personally identifiable information about yourself or third parties, such as social security, credit card or bank Account numbers, health or medical information, or other information concerning personal matters, unless specifically requested by us;
Reproduce, duplicate, copy, publicly display, frame, mirror, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site;
Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Site, or express or imply that we endorse any statement you make;
Violate, or attempt to violate, the security of the Site;
Disseminate on the Site any viruses, worms, spyware, adware, or other malicious computer code, file or program that is harmful or invasive or is intended to damage or hijack the operation of, or monitor the use of, any hardware, software or equipment;
Use scripts, macros or other automated means to impact the integrity of the Site;
Reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Site;
Build a competitive product or service using the Site, build a product or service using similar ideas, features, functions, or graphics as the Site or determine whether the Site is within the scope of any patent;
Interfere in any manner with the operation or hosting of the Site or monitor the availability, performance, or functionality of the Site;
Use any data mining, bots, spiders, automated tools or similar data gathering and extraction methods, directly or indirectly, on the Site or to collect any information from the Site or any other user of the Site; or
Assist or permit any persons in violating these Terms or other applicable laws or rules governing the use of the Site.

If you use or attempt to use this Site or any content on this site (“Content”) in any way not expressly permitted by this Site, your right to use the Site will terminate automatically and you must immediately destroy any copies you have made of any portion of the Content.

THIRD PARTY CONTENT AND LINKS

You are granted a limited, non-exclusive right to create text hyperlinks to the Site for informational purposes, provided such links do not portray us in a false, misleading, derogatory or otherwise defamatory manner and provided that the linking Site does not contain any material that unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising. Additionally, notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, we grant to the operators of public search engines permission to use spiders to copy Content from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such Content, but not caches or archives of such Content. We may revoke these permissions at any time. You must immediately notify Apeel Sciences of any breach of this section.

Any information, statements, opinions or other information provided by third parties and made available on our Site are those of the respective author(s) and not us. We do not guarantee the validity, accuracy, completeness or reliability of any opinion, advice, service, offer, statement or other Content on our Site other than those from our authorized representatives acting in an official capacity. Under no circumstance will we be liable for or in connection with any loss or damage caused by your reliance on any Content, including liability under the Communications Decency Act, 47 U.S.C. § 230.

We may provide on the Site, solely as a convenience to users, links to websites, social media pages, mobile applications or other services operated by other entities. If you click these links, you will leave our Site. If you decide to visit any external link, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. We do not make any warranty or representation regarding, or endorse or otherwise sponsor, any linked Site or the information appearing thereon or any of the products or services described thereon. Links do not imply that we are legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links; or that any linked Site is authorized to use any of our trademarks, logos or copyright symbols.

We may maintain a presence on and link to social media websites, including Facebook, LinkedIn, Twitter, YouTube, Pinterest, Instagram, or others (collectively, “Social Media Pages”), to provide a place for people to learn more about us. When you visit these Social Media Pages, you are no longer on our Site, but rather a website operated by a third party. All comments, visuals and other materials posted by visitors to our Social Media Pages do not necessarily reflect our opinions, values or ideas. All visitors to our Social Media Pages must comply with the respective social media platform’s terms of use.

YOU AGREE THAT YOUR USE OF THIRD PARTY WEBSITES, APPLICATIONS, SERVICES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH THIRD PARTIES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.

DESCRIPTIONS, CLAIMS, OPINIONS

The Site may contain expert opinions, scientific claims, research, or testimonials. Such information on the Site may represent the opinions of these respective experts, which are not necessarily ours. Similarly, such information may represent the opinion of a specific employee and not Apeel Sciences as a whole, or may not yet be scientifically validated.

WE HEREBY DISCLAIM ANY REPRESENTATION OR WARRANTY CONTAINED IN ANY OPINIONS, SCIENTIFIC CLAIMS, RESEARCH, OR TESTIMONIALS, OR OPINION POSTED ON THE SITE TO THE MAXIMUM EXTENT ALLOWED BY LAW.
APEEL PROPRIETARY RIGHTS.

You acknowledge and agree that the Content is owned by Apeel and/or its partners and are protected by U.S. and international copyright, trademark, and other applicable laws. Where Apeel has posted a legal notice or credits on pages of the Web site, you may not remove such notices or credits, or any additional information contained along with the notices and credits. Within the Content and pages of the Web site, Apeel has included its names, marks, brands, logos, designs, trade dress, and other designations Apeel uses in connection with its product offerings and services (collectively, “Apeel Trademarks”). You may not alter or remove the Apeel Marks or display or use the Apeel Marks for any purposes without the prior written consent of a duly authorized representative of Apeel. Apeel reserves all of its rights in the Content and Apeel Trademarks.

COPYRIGHT POLICY

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the Site infringe your copyright, you (or your agent) may send Apeel Sciences a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
2. Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works);
3. Identification of the specific material or link alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Apeel Sciences to locate the material on the Site;
4. Your name, address, telephone number, and email address (if available);
5. A 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
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Apeel Sciences a counter-notice.

Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see https://www.copyright.gov/ for details. Notices and counter-notices with respect to the Site should be sent to privacy@apeelsciences.com with a copy to legal@apeelsciences.com. Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.

UPDATES TO THESE TERMS

We may revise or otherwise change or update these Terms from time to time. We will use reasonable efforts to notify you of such changes. However, please check the “Last Updated” legend to see when these Terms were last revised. When changes are made to these Terms they will become immediately effective when published on this page unless otherwise noted. We encourage you to periodically review these Terms―there may have been changes to our policies that may affect you. If you do not agree to the Terms as modified, then you must discontinue your use of the Site. Your continued use of the Site will signify your continued agreement to these Terms as revised. We will make reasonable efforts to notify you of material changes to these Terms. Such efforts might include posting notice on the Site or contacting you using any information we have on file for you.

TERMINATION

The Site and these Terms are in effect until terminated by us. In addition to any right or remedy that may be available to us under applicable law, we may suspend, limit, or terminate all or a portion of your access to the Site or any of its features at any time with or without notice and with or without cause, including without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. The provisions of these Terms concerning protection of intellectual property rights, authorized use, disclaimers, limitations of liability, indemnity, and disputes, as well as any other provisions that by their nature should survive, shall survive any such termination.

Upon any such termination, (i) you must destroy all Content obtained from the Site and all copies thereof; (ii) you will immediately cease all use of and access to the Site; and (iii) you agree that if your use of the Site is terminated pursuant to these Terms, you will not attempt to use the Site under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefore. We reserve the right to have all violators prosecuted to the fullest extent of the law.

CHILDREN

Our Site is not designed to appeal to minors, and we do not knowingly attempt to solicit or receive any information from children under 13. YOU MUST BE AT LEAST 13 TO ACCESS AND USE OUR SITE.

Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at OnGuard Online. Please note that we do not endorse any of the products or services listed at such sites.

DISCLAIMER OF WARRANTY

WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY OR RELIABILITY OF THE CONTENT AVAILABLE ON THE SITE OR ANY OTHER SITES LINKED TO OR FROM A SITE. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY OR RELIABILITY OF THE SITE. DOWNLOADING OR OTHERWISE OBTAINING ANY CONTENT THROUGH THE SITE IS DONE AT YOUR OWN RISK. THE CONTENT OF A SITE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

LIMITATION OF LIABILITY

WE AND OUR AFFILIATES, SUBSIDIARIES, DIVISIONS AND RELATED COMPANIES AS WELL AS OUR AGENTS AND SERVICE PROVIDERS (COLLECTIVELY, THE “RELEASEES”) WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THE SITE, A SITE’S CONTENT, OR EXTERNAL LINKS, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, OR ANY COMPUTER VIRUS OR FAILURE. RELEASEES WILL ALSO NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF DATA OR PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. RELEASEES ALSO SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ACTS, OMISSIONS OR CONDUCT OF ANY USER OR OTHER THIRD PARTY. REGARDLESS OF THE PREVIOUS SENTENCES, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF THE ACTUAL TOTAL AMOUNT RECEIVED BY US FROM YOU OR $100.

INDEMNITY

You agree to indemnify, defend and hold us and the Releasees and all of our directors, officers, employees, agents, shareholders, successors, assigns, and contractors harmless from and against any and all claims, damages, suits, actions, liabilities, judgments, losses, costs (including without limitation reasonable attorneys’ fees) or other expenses that arise directly or indirectly out of or from (i) your breach of any provision of these Terms; (ii) your activities in connection with the Site; or (iii) the information you provide to us through the Site. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

CONSENT TO COMMUNICATION

When you use the Site or send communications to us through the Site, you are communicating with us electronically. You consent to receive electronically any communications related to your use of the Site. We may communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. Please note that by providing us with your email address, postal address or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with our Privacy Policy.

SEVERABILITY

If any provision of these Terms is held to be invalid or unenforceable, it shall be replaced in interpretation by a valid and enforceable term that most closely aligns with the intent of the original provision. If that is not possible, the provision shall be removed entirely and the rest of the Terms will be enforceable.

DISPUTES, ARBITRATION AND CLASS ACTION WAIVER

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

ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. YOU MAY CHOOSE TO BE REPRESENTED BY A LAWYER IN ARBITRATION OR PROCEED WITHOUT ONE. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THESE TERMS.

Any dispute, claim or controversy arising out of or relating to these Terms, other agreements on the Site, or the Privacy Policy, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be either determined by arbitration in Los Angeles, California before one arbitrator or submitted to small claims court in Los Angeles, California. If the arbitrator finds this location to be unreasonably burdensome to you, a new location may be selected. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Any arbitration arising out of or related to these Terms shall be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the effective date of these Terms, including Rules 16.1 and 16.2 of those Rules.

Confidentiality: The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

Governing Law and Rules: This Terms and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, exclusive of conflict or choice of law rules. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). In any arbitration arising out of or related to these Terms, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. In any arbitration arising out of or related to these Terms, the arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits.

Prevailing Party: In any arbitration arising out of or related to these Terms, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. The parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of these Terms) with respect to any final award in an arbitration arising out of or related to these Terms.

Seeking Arbitration: If you elect to seek arbitration or file a small claim court action, you must first send to us, by certified mail, a written notice of your claim (“Notice”). The Notice to us must be addressed to: Apeel Sciences c/o Legal Department, 71 S Los Carneros, Goleta, CA 93117. If we initiate arbitration, we will send a written Notice to an email address you have previously provided to us, if available. A Notice, whether sent by you or by us, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If you and we do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or us may commence an arbitration proceeding or file a claim in small claims court. Arbitration forms can be downloaded from www.jamsadr.com. If you are required to pay a filing fee, after we receive Notice that you have commenced arbitration, we will promptly reimburse you for your payment of the filing fee, unless your claim is for greater than US$10,000 or the arbitrator determines the claims are frivolous, in which event you will be responsible for filing fees.

Hearing: If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the JAMS Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the JAMS Rules. In the event that the arbitration will be conducted solely on the basis of submitted documents, the arbitrator’s decision and award will be made and delivered within six (6) months of the selection of the arbitrator, unless extended by the arbitrator. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules.

No Class Actions: YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

Injunctive Relief: Notwithstanding the foregoing, you and Apeel Sciences both agree that you or Apeel Sciences may bring suit in court to enjoin infringement or other misuse of intellectual property rights or in other scenarios where injunctive relief is appropriate. In the event a court or arbitrator having jurisdiction finds any portion of these Terms unenforceable, that portion shall not be effective and the remainder of the Terms shall remain effective. No waiver, express or implied, by either party of any breach of or default under these Terms will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.

MISCELLANEOUS

No waiver by Apeel Sciences of any term or condition set forth in these Terms shall be effective unless in a writing signed by an authorized representative of Apeel Sciences or be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure to enforce any provision of these Terms shall not constitute a waiver thereof or of any other provision. These Terms constitute the entire agreement between you and us with respect to the use of the Site and Content. Your use of the Site is also subject to the Privacy Policy.

CONTACT US

If you have any questions about these Terms, please contact us at privacy@apeelsciences.com.