TERMS OF USE (Updated and Effective: _______ 2021)
1. ACCEPTANCE OF THE TERMS AND CONDITIONS
1.1 Biofrontera Inc. (herein referred to as “Biofrontera,” “we,” “us” or “our”) provides and makes available this website (the “Website”). All use of the Website is subject to the terms and conditions contained in these Terms of Use (“Terms of Use”). Please read these Terms of Use carefully. By accessing, browsing or otherwise using the Website, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use. If you do not accept the terms and conditions of these Terms of Use, you will not access, browse or use the Website.
1.2 The Website is in no way intended to replace professional medical care or attention by a qualified practitioner. Content (as defined below) cannot and should not be used as a basis for diagnosis or choice of treatment.
1.3 You understand and agree that we may change these Terms of Use at any time without prior notice. You may read a current, effective copy of these Terms of Use at any time by selecting the “Terms of Use” link on the Website. The revised terms and conditions will become effective at the time of posting, which date will be set forth at the beginning of these Terms of Use. Any use of the Website after such date will constitute your acceptance of such revised terms and conditions. If any change to these Terms of Use is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Website.
1.4 Your access to and use of the Website is also subject to our Privacy Policy located at https://www.biofrontera.com/en/data-privacy-policy, the terms and conditions of which are hereby incorporated herein by reference.
2. SEC FILINGS AND FORWARD LOOKING STATEMENTS
The Website and Content may contain forward-looking statements regarding our (or our affiliates) future operating or financial performance, business plans and prospects, and our expectations regarding clinical trials, development timelines, and discussions with regulatory authorities related to drugs and drug candidates under development or being commercialized by us, our affiliates, and our and their collaboration partners. Such statements are based on our current expectations and are subject to certain factors, risks and uncertainties that may cause actual results to differ materially from those referred to or implied in such statements, including without limitation those identified in our (or our affiliates) filings with the U.S. Securities and Exchange Commission (“SEC”) or other regulatory agencies, which are available through Internet links contained on the Website at: https://www.biofrontera.com/en/investors/sec-reporting. The information presented on the Website is believed to be current as of the date of its original publication. We do not intend to update any forward-looking statements after such date to conform these statements to actual results or to changes in our expectations, except as required by applicable law. Please note that while our filings with the SEC and other regulatory agencies are available through Internet links contained on the Website, no information or Content contained on or through the Website is incorporated by reference into or considered to be part of such filings, unless otherwise noted therein.
3. USE OF THE WEBSITE
3.1 Content. This Website contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under these Terms of Use. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of these Terms of Use, your right to access and/or use the Content and Website will automatically terminate and you will immediately destroy any copies you have made of the Content.
3.2 Trademarks. The trademarks, service marks, and logos of Biofrontera and its affiliates (the “Biofrontera Trademarks”) used and displayed on this Website are registered and unregistered trademarks or service marks of Biofrontera and/or its affiliates. Other company, product, and service names located on the Website may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and, collectively with the Biofrontera Trademarks, the “Trademarks”). Nothing on this Website or in these Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Website without our prior written consent specific for each such use. The Trademarks may not be used to disparage Biofrontera, its affiliates, or the applicable third party, the products or services of Biofrontera, its affiliates, or the applicable third party, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any website is prohibited without our prior written consent. All goodwill generated from the use of any Biofrontera Trademark will inure to our benefit.
3.3 Restrictions. You agree not to: (a) take any action that imposes an unreasonable load on the Website’s infrastructure; (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website; (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Website; (d) delete or alter any material posted on the Website, whether by us or any other person or entity; or (e) frame or link to any of the materials or information available on the Website. Certain elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 3.1 of these Terms of Use. None of the Content for this Website may be retransmitted without the express written consent from Biofrontera for each and every instance.
3.4 External Sites. The Website may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any 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 websites to protect your computer from viruses, malware, and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
3.5 Social Networking Services. (a) You may share certain content from the Website via various online third-party services, such as social media and social networking services like Facebook or Twitter (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Website, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and our use, storage and disclosure of information related to you and your use of such services (including your friend lists and the like), please see our Privacy Policy at https://www.biofrontera.com/en/data-privacy-policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and we will have no liability or responsibility for the privacy practices or other actions of any third-party site or service that may be enabled within the Website. (b) In addition, we are not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, we are not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. We enable these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
3.6 User Content; Submissions. With respect to any communications or materials that you transmit to, or post on, this Website by email or otherwise, including but not limited to text, photographs, caricatures, illustrations, designs, icons, articles, audio clips, and video clips (collectively, “User Content”), you represent and warrant that you own all rights, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content, you i) represent by posting that your User Content complies with all applicable laws and regulations, including, but not limited to, the Digital Millennium Copyright Act, and ii) hereby grant to Biofrontera and its affiliated companies a non-exclusive, royalty-free, fully paid-up, transferable, perpetual, worldwide, sublicensable (through multiple tiers), irrevocable license to copy, reproduce, transmit, display, modify, distribute, upload, perform, store, and otherwise use your User Content for any purpose, in accordance with our Privacy Policy and applicable laws and regulations. Further, you acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website and our company and products (“Submissions”), provided by you to Biofrontera are non-confidential and Biofrontera will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You acknowledge and agree that Biofrontera may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Use; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Biofrontera, its users, and the public. You understand that the technical processing and transmission of the Website and Content, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. We are not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.
Biofrontera does not control User Content posted or otherwise transmitted via the Website and does not guarantee the accuracy, integrity, or quality of such User Content. Any communications you send to this internet site or otherwise to us by electronic mail (with the exception of personally identifiable information as defined in our Privacy Policy) shall be deemed to be non-confidential and we shall have no obligation of any kind with respect to such information and shall be free to reproduce, use, disclose, and distribute the information to others without limitation. We shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products incorporating such information. You will indemnify and hold harmless us, our affiliates, and each of our and their respective directors, officers, managers, employees, shareholders, agents, representatives and licensors, from and against any liability of any nature arising out of related to any content or materials displayed on or submitted via the Sites by you or by others using your username and password.
4. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
4.1 Disclaimer of Warranties. BIOFRONTERA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR COLLABORATION PARTNERS (COLLECTIVELY, THE “BIOFRONTERA PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY. THE BIOFRONTERA PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER 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 WEBSITE AND THE CONTENT AT YOUR OWN RISK.THE BIOFRONTERA PARTIES DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR FREE OR THAT THE WEBSITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO BIOFRONTERA PARTY WILL BE RESPONSIBLE FOR THOSE COSTS. THE WEBSITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. THE BIOFRONTERA PARTIES DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
4.2 Limitation of Liability. IN NO EVENT WILL ANY BIOFRONTERA PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH BIOFRONTERA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.3 State Limitations. SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE BIOFRONTERA PARTIES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
4.4 For Residents of New Jersey. IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS 4.1 AND 4.2 ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
4.5 Medical Advice Disclaimer. THE WEBSITE IS INTENDED TO PROVIDE INFORMATION ABOUT BIOFRONTERA AND ITS AFFILIATES’ RESEARCH, DEVELOPMENT, AND COMMERCIALIZATION ACTIVITIES AND INFORMATION REQUIRED BY APPLICABLE LAWS AND REGULATIONS. THE WEBSITE IS IN NO WAY INTENDED TO REPLACE PROFESSIONAL MEDICAL CARE OR ATTENTION BY A QUALIFIED PRACTITIONER. CONTENT CANNOT AND SHOULD NOT BE USED AS A BASIS FOR DIAGNOSIS OR CHOICE OF TREATMENT. NO INFORMATION ON THE WEBSITE IS PROVIDED WITH THE INTENTION TO GIVE MEDICAL ADVICE OR INSTRUCTIONS ON THE ACCURATE USE OF OUR, OUR AFFILIATES’ OR OUR OR THEIR COLLABORATION PARTNERS’ DRUGS OR DRUG CANDIDATES FOR THE TREATMENT OF ANY MEDICAL CONDITION. BIOFRONTERA CANNOT ANSWER UNSOLICITED EMAILS REQUESTING PERSONAL MEDICAL ADVICE. USERS SHOULD ALWAYS CONSULT A HEALTHCARE PROFESSIONAL.
5. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless the Biofrontera Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms of Use or your access to, use or misuse of the Content or Website. We will provide notice to you of any such claim, suit, or proceeding. Biofrontera reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
6. TERMINATION OF TERMS OF USE
6.1 We reserve the right, in our sole discretion, to restrict, suspend, or terminate these Terms of Use and your access to all or any part of the Website or the Content at any time and for any reason without prior notice or liability. We also reserve the right to change, suspend, or discontinue all or any part of the Website or Content at any time without prior notice or liability.
6.2 Sections 2 (SEC Filings and Forward-Looking Statements), 3 (Use of the Website), 4 (Disclaimer of Warranties and Limitation of Liability), 5 (Indemnification), 6 (Termination of Terms of Use), and 9 (Miscellaneous) will survive the termination of these Terms of Use.
7. USER MUST COMPLY WITH APPLICABLE LAWS
7.1 This Website is hosted in Germany. 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 Website 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.
7.2 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 the 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.
8. U.S. GOVERNMENT RESTRICTED RIGHTS
The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Website or Content by the Government constitutes acknowledgement of our proprietary rights in the Website and Content.
9. MISCELLANEOUS
These Terms of Use are governed by the internal substantive laws of the Commonwealth of Massachusetts, 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 Boston in the Commonwealth of Massachusetts. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms of Use, which will remain in full force and effect. Failure of Biofrontera to act on or enforce any provision of these Terms of Use will not be construed as a waiver of that provision or any other provision in these Terms of Use. No waiver will be effective against Biofrontera unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Biofrontera and you, these Terms of Use constitutes the entire agreement between you and Biofrontera with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and will not be given any legal import. These Terms of Use will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Website might be publicly accessible.