TERMS OF USE

Disclaimer

Your access to and use of the Web Site provided by Evogen, Inc. (the "Company"), including any purchases for products and services sold via the Web Site, is exclusively governed by these Terms of Use. The data contained in our Web Site is for educational and informational purposes only and is not represented to be error free. The Company attempts to ensure that the data provided or otherwise displayed on our Web Site is accurate. However, the Web Site and its contents are provided on an "as is, as available" basis. Use of the Web Site and its contents is at the user’s sole risk. The Company does not warrant that any functions of the Web Site will be uninterrupted or error-free, that defects will be corrected, or that the Web Site will be free from viruses or other harmful components. It is not intended to constitute a promise or contract of any kind. Any links to information not associated with the Company are provided as a courtesy and do not constitute an endorsement by the Company of any of the linked materials. By accessing or using our Web Site, you fully accept and agree to be bound by these Terms of Use as the Company may modify them from time to time. If any provision of these Terms of Use or any application thereof is held to be invalid or unenforceable, that provision shall be deemed severable and the remainder of the Terms of Use shall not be affected. This agreement constitutes the entire agreement between you and the Company regarding the use of the Company’s Web Site content.

No Warranties

The Web Site and its contents are provided without any representations, endorsements or warranties of any kind whatsoever, either express or implied, including, but not limited to, any warranties of title or accuracy and any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, with the sole exception of warranties (if any) that cannot be expressly excluded under applicable law.

Modifications

The Company may at any time make modifications, changes and alterations to the data of our Web Site, including the Terms of Use, without prior notice. You are responsible for regularly reviewing these Terms of Use. Your continued use of our Web Site following any modifications, changes or alterations shall constitute your acceptance of such modifications, changes or alterations. You agree that the Company shall not be liable to you or any third party for any such changes.

Intellectual Property Statement

All content of our Web Site is the copyrighted material of the Company or the appropriate contributor, and is protected by the United States and international copyright, trademark and other applicable laws. The Web Site includes content, appearances and design, as well as the Company and third party trademarks, product names, graphics, logos, slogans, colors and designs that are the property of their respective owners. Except as set forth in the relevant license agreements, nothing contained in our Web Site grants any license or other right to any of the Company’s intellectual property or any third party1s intellectual property. The appropriate party reserves complete title and interest to its intellectual property on or associated with the Web Site. You may not copy (other than a copy for personal use, provided you do not remove any trademark, copyright or any other notice contained in the content), modify, distribute, alter, display, reproduce, transfer or republish any of the data of our Web Site without obtaining the written permission of the Company.

Applicable Law

This Web Site is created and controlled by the Company in the State of Missouri. As such, the laws of the State of Missouri will govern these Terms of Use without giving effect to any principles of conflicts of laws. The parties agree that a condition of using this Web Site is that any and all claims arising out of use of this Web Site will be tried in the State of Missouri and Missouri law will apply. The Missouri courts in Jackson County shall have exclusive jurisdiction and venue, and you consent and submit to the personal jurisdiction of such court over any claim, suit, or proceeding arising out of these Terms of Use.

Limitation of Liability

In no event will the Company or its affiliates, representatives, contractors, or their respective officers, directors or employees be liable for any damages, including, without limitation, indirect, incidental, special, consequential or punitive damages, whether under a contract, tort or any other theory of liability, arising in connection with (i) any party’s use of the Web Site or a linked site, (ii) any failure, error, omission, interruption, defect, delay, computer virus, line system failure or loss of data, (iii) any loss of use related to our Web Site or a linked site, (iv) any Web Site operated by any third party, (v) or any content of this Web Site or any linked site, even if the Company is aware of the possibility of such damages.

You agree to indemnify, defend and hold harmless the Company from and against any and all third-party claims, demands, liabilities, costs or expenses, including reasonable attorney fees, arising from or related to any breach by you of any of these Terms of Use or applicable law, including those regarding intellectual property.