IMPORTANT – PLEASE READ

TERMS AND CONDITIONS

Terms and Conditions
Effective: May 5, 2009

1. Acceptance of the Terms and Conditions.

1.1 Introduction; Acceptance. BioArts International Ltd., a Delaware corporation having a principal place of business located at 38 Miller Avenue, Suite 12, Mill Valley, California 94941 (herein referred to as the “BioArts,” “we,” “us” or “our”) provides and makes available this web site (the “Web Site”). All use of the Web Site is subject to the terms and conditions contained in these Terms and Conditions and the Privacy Policy (collectively, this “Agreement”). Please read this Agreement carefully. By accessing, browsing or otherwise using the Web Site, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you should not access, browse, or otherwise use the Web Site. References to “you” mean the person accessing, browsing, or otherwise using this Web Site and/or the entity such person represents during the course of employment or engagement by that entity.

1.2 Changes.You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the “Terms and Conditions” link on the Web Site. Any use of the Web Site shall constitute your acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing or otherwise using the Web Site.

2. Use of the Web Site.

2.1 Content; Trademarks. This Web Site contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”) owned or licensed by us. The Content is protected by intellectual property laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under this Agreement. Without limiting the foregoing, you must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Web Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content. Nothing on this Web Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark of BioArts displayed on this Web Site (the “Trademarks”) without the prior written consent of BioArts specific for each such use. The Trademarks may not be used to disparage BioArts, or in any other manner that may damage any goodwill in the Trademarks. All goodwill generated from the use of any Trademark shall inure to BioArts' benefit.

2.2 Other Restrictions. You agree not to: (i) take any action that imposes an unreasonable load on the Web Site's infrastructure, (ii) use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Site or any activity being conducted on the Web Site, (iii) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Web Site, (iv) delete or alter any material posted on the Web Site by BioArts or any other person or entity, or (v) frame or link to any of the materials or information available on the Web Site.

2.3 External Sites. The Web Site may contain links to third-party web sites (“External Sites”) that are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.

3. Limitation of Liability and Disclaimer of Warranties

3.1 NO WARRANTIES. BIOARTS, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “BIOARTS PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE WEB SITE OR CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE BIOARTS PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE WEB SITE, CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEB SITE AND CONTENT AT YOUR OWN RISK. THE BIOARTS PARTIES DO NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR-FREE OR THAT THE WEB SITE, ITS SERVER OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEB SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO BIOARTS PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS. THE WEB SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE BIOARTS PARTIES HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS AND FITNESS FOR PARTICULAR PURPOSE.

3.2 LIMITATION OF LIABILITY.IN NO EVENT SHALL ANY BIOARTS PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS AND DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH BIOARTS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3.3 Exclusions. Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH JURISDICTIONS, THE LIABILITY OF THE BIOARTS PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

4. Indemnification. You agree to defend, indemnify, and hold harmless the BioArts Parties from and against any claims, actions, liability, costs, expenses or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content or the Web Site. We shall provide notice to you of any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification hereunder. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

5. Restriction, Suspension and Termination. We reserve the right, in our sole discretion, to terminate this Agreement at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Web Site or the Content at any time without prior notice or liability. All obligations that have accrued, and all representations and warranties that have been made, in each case under this Agreement shall survive the termination of this Agreement.

6. Compliance with Applicable Laws. We make no claims concerning whether the Content may be downloaded, viewed or be appropriate for use outside of the United States. If you access the Web Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading any Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.

7. Dispute Resolution. In the event of any dispute with us arising in relation to this Agreement or the Web Site, you agree to follow the following dispute resolution procedure: (i) you will notify us of the nature of the dispute as soon as possible by email or by mail in accordance with Section 9; (ii) if any dispute is not resolved with 30 days from the date on which a notice setting out the nature of the dispute is received by us, either you or we may request a meeting within 14 days with the relevant representatives who have the power to resolve the dispute; and (iii) if any dispute is not resolved within 14 days following such meeting, you or we may take may take such other lawful action as you or we deem appropriate.

8. Notice. In the event that BioArts changes this Agreement, we will notify users by posting the changed Agreement on this Site You shall send notices to us by sending such notice to the email address inquiries@bioarts.com, or sending notice by mail to 38 Miller Avenue, Suite 12, Mill Valley, California 94941

9. Miscellaneous. This Agreement is governed by the internal substantive laws of the State of California, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of San Francisco in the State of California. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of BioArts to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against BioArts unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by BioArts and you, this Agreement constitutes the entire Agreement between you and BioArts with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. BioArts is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.