These Terms of Use (“Terms”) are entered into by and between you and Codonics, Inc., an Ohio corporation (“Codonics”). In consideration of your use of this Internet site (www.codonics.com) (the “Site”) and the promises and obligations herein, and intending to be legally bound, you and Codonics hereby agree as follows:

Compliance with Laws

You agree to comply with all applicable laws, statutes, ordinances, and regulations regarding your use of the Site and your purchase of products or services through them.

Electronic Communications

When you visit this Site or send e-mails to us, you are communicating with us electronically. By doing so, you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Use of site

Unless otherwise expressly permitted by Codonics, Inc. via an express license grant placed on this Site for specific material, Codonics authorizes you to view and download the materials on this Site only for your personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained in the original materials on any copies of the materials. Without the foregoing license grant: (i) you may not modify the materials on this Site in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose; and (ii) any use of these materials on any other website or networked computer environment for any purpose is prohibited. The materials on this Site are copyrighted and any unauthorized use of these materials may violate copyright, trademark, and other laws. If you breach any of these Terms, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials.

Disclaimers

UNLESS OTHERWISE EXPRESSLY SPECIFIED ON THIS SITE WITH REFERENCE TO A SPECIFIC CODONICS MATERIAL, PRODUCT (FOR PURPOSES OF THESE TERMS OF USE INCLUDES ALL SOFTWARE) OR SERVICE, THE MATERIALS, PRODUCTS AND SERVICES ON THIS SITE ARE OFFERED AND PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. Notwithstanding the foregoing, Codonics’ obligations with respect to its products and services are governed by the agreements under which they are provided and nothing on this Site should be construed to alter such agreements. Codonics further does not warrant the accuracy and completeness of the materials, or services at this Site. Codonics may make changes to the materials, products and services at this Site, or to the products and any prices described in them, at any time without notice. The materials and services at this Site may be out of date, and Codonics makes no commitment to update the materials and services at this Site. Information published at this Site may refer to materials, products, services or other offers that are not available in your country. Consult your local Codonics’ business contact for information regarding the materials, products, services and other offers that may be available to you. Applicable law may not allow the exclusion of implied warranties, so this exclusion may not apply to you.

Limitation of Liability

IN NO EVENT WILL CODONICS, ITS SUPPLIERS, OR OTHER THIRD PARTIES MENTIONED AT THIS SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS SITE, ANY WEBSITES LINKED TO THIS SITE, OR THE MATERIALS OR INFORMATION OR SERVICES CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT CODONICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE MATERIALS, INFORMATION OR SERVICES FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

Linked Third Party Sites

Links to other Internet sites operated by third parties, including distributors, sales channels, and vendors, do not constitute sponsorship, endorsement, or approval by Codonics of the content, policies, or practices of such linked sites. Linked sites are not operated, controlled, or maintained by Codonics, and Codonics is not responsible for the availability, content, security, policies, or practices of linked sites, including without limitation privacy policies and practices. Links to other sites are provided for your convenience only, and you access them at your own risk.

Use of software

Any software that is made available to download from this Site is the copyrighted work of Codonics and/or its suppliers. Use of the software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the software (“License Agreement”). You may not download or install any Software that is accompanied by or includes a License Agreement unless you have read and accepted the terms of the License Agreement. REPRODUCTION OR REDISTRIBUTION OF THE SOFTWARE IS PROHIBITED EXCEPT AS PROVIDED FOR IN THE APPLICABLE LICENSE AGREEMENT.

User submissions

Codonics does not want to receive confidential or proprietary information from you through this Site. Any material, information or other communication (“Communications”) you transmit or post to this Site will be considered non-confidential and non-proprietary. Codonics will have no obligations with respect to the Communications. Codonics and its designees will be free to copy, disclose, distribute, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes. Personally identifiable information that you submit to Codonics for the purpose of receiving products or services will be handled in accordance with the Codonics Privacy Policy. You are prohibited from posting or transmitting to or from this Site any infringing, unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law.

General

Codonics administers this Site from its offices in Middleburg Heights, Ohio. Codonics makes no representation that materials, products or services at this Site are appropriate or available for use in any specific country, and access to them from territories where their contents are illegal is prohibited. You may not use or export or re-export the materials, products or services at this Site or any copy or adaptation in violation of any applicable laws or regulations including without limitation U.S. export laws and regulations. If you choose to access this Site from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws. These Terms will be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any principles of conflicts of laws.

Codonics may revise these Terms at any time by updating this posting. You should visit this page from time to time to review the then-current Terms because they are binding on you. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages at this Site.