Acceptance of Terms
These Terms of Use (the “Terms of Use”) are an agreement between Essa Pharma Inc. (“ESSA”) and you or the legal entity you represent (“You” or the “User”) in connection with Your use of ESSA’s website accessible by You at www.essapharma.com (the “Site”) and governs the use by the User of the Site and the Site’s content (the “Site Content”).
Please read and review these Terms of Use carefully before accessing or using the Site. If You do not agree to be bound by these Terms of Use, You are not authorized to access the Site, its features nor its services. Please also review and consent to our Privacy Policy before using the Site.
Grant of Rights
Subject to Your compliance with the Terms of Use in all material respects, ESSA grants You a limited, personal, non-exclusive, non-transferable, non-sublicensable, fully revocable right to access and use the Site.
Your Representations
You represent and warrant that You are: (i) over the age of majority in Your jurisdiction; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Site under the laws of Your jurisdiction or any other applicable jurisdiction. If You represent a legal entity, You hereby warrant and acknowledge that You have all rights to enter into this Term of Use on behalf of such legal entity.
Intellectual Property
The materials displayed on or contained within the Site including, without limitation all software, design, text, editorial materials, informational text, photographs, illustrations, images, other graphic materials, names, logos, trademarks and service marks (the “ESSA Materials”), are the property of ESSA or its licensors and are protected by copyright, trademark and other intellectual property laws.
ESSA hereby grants You a limited, personal, non-exclusive, non-assignable, non-sublicensable, non- transferable and fully revocable license to use and display the ESSA Materials for non-commercial and personal use only; provided that You do not remove any copyright markings or other notices contained in such ESSA Materials. You agree not to produce, reproduce, modify, publish, create derivative works from, display, perform, translate, distribute, adapt, broadcast, communicate to the public by telecommunication or circulate any ESSA Materials to any third party (including, without limitation, the display and distribution of ESSA Materials via a third party website) without the express, prior written consent of ESSA. Unless expressly permitted herein, any use of ESSA Materials is only permitted with the express written permission of ESSA and/or its licensors. You further agree that You will not disassemble, decompile, reverse engineer or otherwise modify the ESSA Materials. All rights not expressly granted are hereby reserved. Your use of the Site or any Site Content does not transfer to You any ownership or other rights in the Site Content.
Should You submit any information (e.g. feedback, suggestions, ideas or comments) to ESSA via the Site, such information, except for Personal Information that is covered by ESSA’s Privacy Policy, will be deemed to be ESSA’s property and non-confidential; and ESSA shall be free to use, reproduce, disseminate, distribute and otherwise exploit such information without limitation, and without providing any compensation to You. ESSA shall be free to use any ideas, concepts, know-how, techniques or methods contained in such information for any purpose, and in any manner, whatsoever. By submitting such information you warrant and represent that you are the owner of all rights in such information.
User Conduct
In connection with Your access to or use of the Site, You shall not:
- take any action that imposes an unreasonable or disproportionately heavy load on the Site or its infrastructure;
- interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
- use spiders, crawlers, robots or any other similar means to access the Site or substantially download, reproduce or archive any portion of the Site;
- sell, share, transfer, trade, loan or exploit for any purpose any portion of the Site;
- disrupt or interfere with any other person’s use or enjoyment of the Site or affiliated or linked sites, or any services thereof;
- remove, from any copy of the Site Content, the copyright or other proprietary notices contained therein;
- post or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, libellous, vulgar, obscene, or tortious, or that infringes or violates any third party’s copyright, trademark, trade secrets, privacy or other proprietary or property rights or that could constitute a criminal offence or give rise to civil liability or otherwise violate any applicable law;
- violate any applicable local, state, provincial, federal, national or international law or regulation.
Links and External Materials
The Site may provide links to other websites or resources. You acknowledge and agree that ESSA does not endorse and is not responsible for any content, advertising, products, services or other materials on or available through such sites or resources (“External Materials”). These sites are subject to different terms of use and policies which You are responsible for reviewing. You further acknowledge and agree that ESSA shall not be liable for any damage or loss caused by or resulting from use of or reliance on any External Materials.
Modifications to the Site
These Terms of Use may be modified at the sole discretion of ESSA from time to time, posting a notice of such modification on the Site. Please review the Site regularly to ensure You are aware of any changes. Your continued use of the Site following such change will constitute Your agreement to the amended Terms of Use.
Termination
In the event that You violate the Terms of Use, all rights granted to You under the Terms of Use shall be terminated immediately, with or without notice.
Indemnification
You agree to indemnify and hold harmless ESSA, its affiliates and subsidiaries, and their respective officers, directors, employees, contractors, agents, licensors and suppliers (the “Indemnified Parties”) from and against any and all claims, charges, demands, damages, liabilities, losses, expenses, and liabilities of whatever nature and howsoever arising (including, but not limited to, any legal or other professional fees and the costs of defending or prosecuting any claim, any loss of profit, goodwill, and any other direct or consequential loss), incurred or suffered by the Indemnified Parties, directly or indirectly, as a result of a breach by You of these Terms of Use, or Your violation of any rights of any third party based on or related to Your use of the Site.
Health Information Disclaimer
The information and materials displayed on or contained within the Site (the “Content”) is presented in a summary fashion and is intended to be used for educational purposes only. The Content is not intended to be and should not be interpreted as a recommendation for a specific treatment plan, product, course of action or medical or healthcare provider. Your use of the Site does not create a doctor/patient relationship. THE SITE DOES NOT OFFER MEDICAL ADVICE AND NOTHING CONTAINED IN THE SITE IS INTENDED TO CONSTITUTE PROFESSIONAL ADVICE FOR MEDICAL DIAGNOSIS OR TREATMENT. You should not use the Site to diagnose a health or fitness problem or disease. Use of the Site does not replace medical consultations with a qualified health or medical professional to meet the health and medical needs of you or any other party. ESSA disclaims all responsibility for the professional qualifications and licensing of, and services provided by, any physician or other health provider referred to on the Site. Do not disregard the medical advice of a physician or health professional, or delay in seeking such advice, because of any information you obtain from the Site.
Disclaimer of Warranties
ACCESS TO AND USE OF THE SITE CONTENT IS AT YOUR OWN RISK. ESSA WILL USE REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP-TO-DATE INFORMATION ON THE SITE, BUT THE SITE CONTENT IS PROVIDED “AS IS” AND WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESSED OR IMPLIED (INCLUDING WITHOUT LIMITATION WITH RESPECT TO QUALITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, NON- INFRINGEMENT, ACCESSIBILITY OR INABILITY TO ACCESS THE SITE OR ANY CONTENT, FREEDOM FROM COMPUTER VIRUS AND THOSE ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE), AND ESSA MAKES NO, AND ACTIVELY DISCLAIMS, ALL SUCH CONDITIONS, WARRANTIES OR REPRESENTATIONS, INCLUDING WITHOUT LIMITATION AS TO ACCURACY, CURRENCY, CORRECTNESS, RELIABILITY OR COMPLETENESS OF THE SITE AND ANY OF ITS CONTENT OR THEIR USE, IN EACH CASE TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. ESSA RESERVES THE RIGHT, IN ITS SOLE DISCRETION, (1) TO MAKE, TERMINATE, CHANGE, SUSPEND OR DISCONTINUE, AT ANY TIME, WITHOUT NOTICE OR LIABILITY, AND FOR ANY REASON WHATSOEVER, THE SITE CONTENT OR ANY ASPECT THEREOF, AND (2) TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE CONTENT AT ANY TIME WITHOUT NOTICE, BUT CONFIRMS THAT IT HAS NO DUTY TO DO SO. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO CONTRACTUAL OR EXTRA CONTRACTUAL LIABILITY, NEGLIGENCE, OTHER TORTIOUS ACTION OR BREACH OF CONTRACT, SHALL ESSA, OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE, BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, DIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, ARISING OUT OF ACCESS TO, USE OF OR INABILITY TO USE THE SITE, OR ANY ERRORS OR OMISSIONS IN THE CONTENT THEREOF, EVEN IF ESSA OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS INCLUDE DAMAGES TO, OR FOR ANY VIRUSES THAT INFECT, YOUR COMPUTER EQUIPMENT. YOU (AND NOT ESSA) ASSUME THE RISK OF SAME, INCLUDING WITHOUT LIMITATION THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FUNDAMENTAL BREACH, BREACH OF ESSENTIAL PURPOSE OR FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.
CERTAIN STATEMENTS MADE ON THIS SITE, AND ON DOCUMENTS ISSUED BY ESSA AND AVAILABLE THROUGH THIS SITE, MAY CONTAIN FORWARD-LOOKING INFORMATION WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND/OR CANADIAN SECURITIES LAW THAT MAY NOT BE BASED ON HISTORICAL FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS CONTAINING THE WORDS “BELIEVE”, “MAY”, “PLAN”, “WILL”, “ESTIMATE”, “CONTINUE”, “ANTICIPATE”, “INTEND”, “EXPECT” AND SIMILAR EXPRESSIONS. FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS REGARDING FUTURE ACTIVITIES, RESULTS OF OPERATIONS, PERFORMANCE, FUTURE CAPITAL AND OTHER EXPENDITURES (INCLUDING THE AMOUNT, NATURE AND SOURCES OF FUNDING THEREOF), CASH FLOW, COMPETITIVE ADVANTAGES, BUSINESS PROSPECTS AND OPPORTUNITIES. FORWARD-LOOKING STATEMENTS AND INFORMATION ARE SUBJECT TO VARIOUS KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE ABILITY OF ESSA TO CONTROL OR PREDICT, AND WHICH MAY CAUSE ESSA’S ACTUAL RESUTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED THEREBY. SUCH STATEMENTS REFLECT ESSA’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS, ARE SUBJECT TO RISKS AND UNCERTAINTIES AND ARE NECESSARILY BASED UPON A NUMBER OF ESTIMATES AND ASSUMPTIONS THAT, WHILE CONSIDERED REASONABLE BY ESSA AS OF THE DATE OF SUCH STATEMENTS, ARE INHERENTLY SUBJECT TO SIGNIFICANT MEDICAL, SCIENTIFIC, BUSINESS, ECONOMIC, COMPETITIVE, POLITICAL AND SOCIAL UNCERTAINTIES AND CONTINGENCIES. THE INFORMATION CONTAINED IN ESSA’S MOST RECENT ANNUAL REPORT AS WELL AS ESSA’S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION AND CANADIAN SECURITIES REGULATORY AUTHORITIES IDENTIFIES THE MATERIAL FACTORS AND ASSUMPTIONS USED BY ESSA TO DEVELOP FORWARD-LOOKING STATEMENTS, AND MATERIAL RISK FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE MADE BASED ON MANAGEMENT’S BELIEFS, ESTIMATES AND OPINIONS ON THE DATE THAT STATEMENTS ARE MADE AND ESSA UNDERTAKES NO OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS IF THESE BELIEFS, ESTIMATES AND OPINIONS OR OTHER CIRCUMSTANCES SHOULD CHANGE, EXCEPT AS MAY BE REQUIRED BY APPLICABLE CANADIAN AND UNITED STATES SECURITIES LAWS. READERS ARE CAUTIONED AGAINST ATTRIBUTING UNDUE CERTAINTY TO FORWARD-LOOKING STATEMENTS.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT ESSA, ITS AFFILIATES, SUBSIDIARIES OR AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF ESSA, ITS AFFILIATES OR AGENTS HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. ESSA’S, ITS AFFILIATES’ OR AGENTS’ ENTIRE LIABILITY ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS SITE, YOUR USE THEREOF, OR THE TERMS OF USE SHALL BE LIMITED TO CAD $100.00.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Governing Law
The Terms of Use and Your use of the Site are governed by the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to conflict of laws principles. Any legal action or proceeding related to this Site will be subject to the exclusive jurisdiction of the courts of British Columbia.
General Provisions
The Terms of Use constitutes the entire agreement between You and ESSA concerning Your access to and use of the Site. It supersedes any prior or contemporaneous agreements between You and ESSA with respect to such subject matter. The failure of ESSA to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability. It is the express wish of the parties that the Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que tous les documents y afférents soient rédigés en anglais.