Terms of Service - GBI Biomanufacturing

Published: November 29, 2022 Last updated: November 13, 2023

Last Updated: October 10, 2022

I. General.

A. This is an internet website (“Website”) provided by Goodwin Biotechnology Inc. (“GBI” or “us” or “we”). Your use of this Website is explicitly conditioned on your acceptance of these Terms of Service (“TOS”). If you do not agree to abide by these TOS, you must not Use this Website.

B. By your visiting or using this Website, including without limitation accessing, using and/or downloading information, reviews, data, ideas, text, graphics, messages, software, images, or any other materials (“Digital Material”) posted, or transmitted for posting, on this Website by anyone (altogether, “Website Content”) or to transmit, post or upload any Website Content (collectively, “Use” of the Website), you agree on behalf of yourself and any entity on whose behalf you may act, to accept and abide by these TOS for each Use of and each visit to this Website.

C. GBI has the right, in its sole discretion, to add to, remove, modify, or otherwise change any part of the TOS, in whole or in part, at any time. Changes will be effective when notice of such change is posted at this Website. It is your obligation to check these TOS for updates by checking the date the TOS were last updated above. If any term, condition, or any change thereto is not acceptable to you, you must discontinue your Use of this Website immediately. Your continued Use of this Website after any such changes are posted will constitute acceptance of those changes.

D. These TOS apply exclusively to your Use of this Website and do not invalidate, supersede, or alter the terms or conditions of any other agreement you may have with GBI.

E. There may be certain areas of this Website that are subject to additional terms of use, all of which are incorporated by reference into the TOS. You agree that by using such areas, or any part thereof, you agree to be bound by the additional terms of use applicable to such areas.

II. Website Changes or Additions; Services.

A. GBI may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of this Website, including (i) changing the availability of, restricting access to, or imposing limits on any or all features or services on, or links to, the Website (ii) adding, removing or changing any fees or charges for Use of the Website or any other Website-related services (“Services”) or any features thereof; (iii) removing, adding, modifying or otherwise changing a user account or any Digital Material transmitted, posted or uploaded by users (“User Content”) or refusing to post any User Content, in whole or in part, in GBI’s sole discretion, whether such Digital Material is in violation of the TOS or otherwise. GBI reserves the right, in its sole discretion, to correct any errors or omissions in any portion of this Website at any time without notice to you, provided that under no circumstances shall GBI have any duty to do so.

B. The Website currently provides (or may provide) the following Services: (i) information about GBI products and services; and (ii) links to other websites that GBI believes may provide information of benefit to users of this Website.

III. Your Use of this Website.

A. Permitted Uses. You agree to only Use the Website and the Services for lawful purposes, and only to send and receive Website Content that is proper and related to a particular Service.

B. Prohibited Uses.

i. You represent and warrant to GBI that you will not, nor will you aid or allow others to, directly or indirectly:

print or copy any of the HTML or other computer software and/or code that is accessible at this Website;
use or interact with this Website in any manner that could damage, disrupt, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, this Website or any Services, system resources, accounts, servers, networks, computer software, hardware, telecommunications equipment and/or affiliated or linked sites connected to or accessible through this Website;

remove or copy any of the Website Content, or remove the copyright or other proprietary notices contained within the Website Content;

sell, reproduce, modify or attempt to modify the Website Content in any way or reproduce or publicly display, perform, or distribute or otherwise use any Website Content for any public, commercial, or non-educational or non-personal purpose;

transfer any of the Website Content to any other person without the prior written consent of GBI;

use any robot, spider, scrapers or other means (whether by automatic program or device, manual process or otherwise) to monitor, copy, summarize, harvest, collect, process, combine, store or otherwise extract, use or disclose any information from this Website or the Website Content in whole or in part, respecting other users;

harass another user, use or attempt to use another’s account, password, or other information in connection with this Website;

create or use a false identity on this Website, or impersonate any person or entity, including without limitation a GBI employee or agent, an employer or a recruiter, or otherwise misrepresent your affiliation with any person or entity;

attempt to obtain unauthorized access to this Website or portions of this Website that are restricted from general access;

register an e-mail address that you do not own or for which you do not have the express permission of the owner to register;

disrupt or interfere with any other person’s use or enjoyment of this Website or affiliated or linked sites, or any services thereof;

transmit on, to or from this Website spam, chain letters, junk mail or any other type of unsolicited mass e-mail;

delete or revise any Website Content posted by any other person or entity; or

post notices or advertisements, commercial or otherwise or solicit business from users of the Website.

ii. In addition, you agree that you are solely responsible for actions or communications undertaken, or Digital Material transmitted, uploaded, or posted during your usage of this Website, and that you will comply with all laws that apply or may apply to your use of or activities on this Website or in respect of any Digital Material.

iii. GBI will investigate occurrences which may involve violations of such laws, and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. At all times, GBI reserves the right to disclose any Website Content or other Digital Material transmitted by you as necessary to satisfy any law, regulation, or governmental request.

IV. Proprietary Rights and Interests.

A. You acknowledge and agree that this Website, along with all Website Content, is protected by U.S. and international copyright laws. You are prohibited from copying (except as necessary to view this Website in your web browser), distributing, modifying, or reproducing, in whole or in part, this Website or Website Content without GBI’s prior written authorization.

B. You agree to comply with all copyright laws worldwide in your use of this Website and to prevent any unauthorized copying of the Website Content.

B. You acknowledge that GBI’s services, methods, and processes may be covered by patents or other statutory intellectual property rights, including, without limitation, trade secret and other proprietary rights. GBI hereby explicitly reserves all such intellectual property rights, and none of such rights are transferred or licensed to you or any others using the Website.

C. You acknowledge and agree that certain names, graphics, logos, icons, designs, words, titles, and phrases on this Website, including without limitation, Goodwin Biotechnology, constitute trademarks, logos, trade names, trade dress and associated products and services of GBI or its Affiliates, and that the display of any such matter on this Website does not convey to you or create any license or other rights in these trademarks, logos, trade names, trade dress and associated products and services. Any use, in whole or in part, of any of the foregoing without prior written authorization of GBI is strictly prohibited.

D. Any other trademarks, logos, trade names, trade dress and associated products and services mentioned on this Website that are not those of GBI or its Affiliates (if any) may be owned by third parties and, as such, may be the trademarks of their respective owners. The display of these third-party trademarks, logos, trade names, trade dress and associated products and services on this Website does not convey or create any license or other rights in these trademarks or trade names. Any unauthorized use of them is strictly prohibited.

E. Except as explicitly provided herein, GBI does not grant any express or implied right or license to you to use any intellectual property, including without limitation any patent, trademark, copyright, trade secret, or confidential information, of GBI or of any other contributor of Website Content.

V. Links and Disclaimers of Linked Websites.

A. Linking Generally.

i. There may be links on this Website that direct you to other websites. These linked sites are not necessarily under the control of GBI. If you use these sites, you will leave this Website. If you decide to visit any linked site, you do so solely at your own risk, and it is your sole responsibility to take all protective measures to guard against viruses and other destructive elements. A linked site may contain its own privacy statement governing the collection and use of your information, and GBI is not responsible for the use of any information submitted to the linked site(s). You are responsible for viewing and abiding by the privacy statements and terms of use posted at the linked site(s).

ii. GBI is not responsible for the contents of any such linked pages or any other pages not under its control. GBI makes no representation or warranty regarding, and does not endorse, any linked web sites, the information appearing thereon or any of the products or services described.

iii. The provision of links on the Website does not imply that GBI sponsors, endorses, is affiliated, or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo, or copyright symbol of GBI.

B. You may link to our home page or other page on our Website, provided you do so with prior notice and in a way that is fair and legal and does not damage GBI’s or its Affiliate’s reputation(s) or take advantage of it and that you promptly remove any such link at GBI’s request. The website from which you are linking must comply in all respects with the applicable provisions of these TOS. By establishing a link to this Website, you will be deemed to have agreed to the following and any other requirements GBI may impose from time to time (altogether, the “Link Requirements”). The linked website, and other materials, shall not:

change in any material way the nature and features of such website from that described to GBI in the written notice provided to GBI prior to the establishment of the link;
create frames around any part of this Website or use other techniques that alter the visual presentation of this Website;

imply an affiliation between you or any other person, or your or such other person’s products or services, and GBI without the prior written consent of GBI;

misrepresent the relationship of you or any other person with GBI or present false, misleading or otherwise damaging information or impressions about GBI or any of its products or services;

imply that GBI is endorsing you, or any other person, or your or such other person’s products or services;

contain materials that may be interpreted as distasteful, harmful, offensive, or inaccurate, and shall be appropriate for all age groups; or

incorporate the Website or the Website Content into another website.

VI. Privacy Statement; Electronic Communication Consent.

A. Any of your personal information which GBI collects via this Website is subject to GBI’s Privacy Policy, which is an integral part of this TOS and is hereby incorporated by reference into this TOS. YOU HEREBY CONSENT TO GBI AND ITS REPRESENTATIVES COLLECTING, USING AND DISCLOSING YOUR PERSONAL INFORMATION IN THE MANNER DESCRIBED IN THE PRIVACY POLICY.

B. YOU ALSO HEREBY CONSENT TO GBI AND ITS REPRESENTATIVES SENDING YOU E-MAILS AND OTHER ELECTRONIC COMMUNICATIONS REGARDING THIS SITE, THE SITE CONTENT AND THE SERVICES IN ACCORDANCE WITH THE PRIVACY POLICY. YOU CAN CHANGE YOUR E-MAIL AND ELECTRONIC COMMUNICATIONS PREFERENCES BY EMAILING INFO@GOODWINBIO.COM WITH YOUR REQUEST.

VII. User Communications; Digital Material; Guidelines.

A. Subject to any applicable law and the requirements of the Privacy Policy, any Digital Material sent, transmitted, uploaded, or posted by you or on your behalf to this Website or otherwise to GBI is provided on a non-confidential basis, including any ratings or reviews posted by you, and GBI is under no obligation to refrain from reproducing, publishing or otherwise using them in any way or for any purpose. You hereby grant to GBI, its Affiliates and their respective service providers and licensees a non-exclusive, royalty-free, perpetual, irrevocable, unrestricted, worldwide right and license to use access, copy, reproduce, distribute, transmit, display, perform, communicate to the public, modify, delete, adapt, publish, translate, create derivative works from, and otherwise use any Digital Material in any form, media or technology now known or later developed, including without limitation any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose including without limitation developing, manufacturing and/or marketing goods and services, without providing compensation to you or to any other person, and without any liability to you or any other person. You hereby waive the right to receive any financial or other consideration in connection with such Digital Material, including without limitation acknowledgment of you as the source of such Digital Material. You irrevocably waive any moral rights or rights of a similar nature that you may have in any Digital Material that you submit, including rights to integrity and attribution of authorship.

B. By your transmitting, uploading, or posting any Digital Material with respect to the Website, you represent and warrant to GBI that such Digital Material does not (or will not):

i. violate these TOS or violate any applicable, provincial, state, local, territorial, federal, national, or international law or regulation;

ii. cause injury to any person or entity;

iii. contain obscenities, nudity or is unlawful, harmful, threatening, explicit, abusive, harassing, defamatory, libelous, vulgar, pornographic, obscene, invasive of another’s privacy, hateful, tortious, racially, ethnically, or otherwise objectionable or not suited for a public forum;

iv. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

iv. harm children in any way;

v. depict or describe an unlawful or criminal act or advocates, promotes, or incites any third party to commit, or assist any unlawful or criminal act;

vi. contain statements which members of the public are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation, or instigation of acts of terrorism;

vii. infringe or violate any third party’s patent, copyright, trademark, trade secrets, privacy or other proprietary or property rights or that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable law;

viii. include email addresses, URLs, phone numbers, physical addresses or other forms of contact information including but not limited to any name, address, telephone, mobile or fax number, e-mail address or any other personal information in respect of any individual;

ix. impersonate any person or entity, including a GBI member of staff, or falsely states or otherwise misrepresents your affiliation with a person or entity;

x. contain any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

xi. use the Website for any commercial purpose;

xii. contain critical or spiteful comments respecting other reviews posted on the Website, their authors or anyone else; or

xiii. contain references to a retailer or a competitor’s name or model.

C. Further, by transmitting, uploading, or posting any Digital Material with respect to the Website, you represent and warrant that your use of such Digital Material does not violate or infringe upon any law or under contractual or fiduciary relationships.

VIII. Disclaimers.

A. GBI is under no legal obligation to, and generally does not, control the Digital Material provided by other users which is made available through the Website. GBI is not and will not be responsible as author, editor or publisher of any Digital Material transmitted with respect to the Website or uploaded or posted to the Website. GBI expressly excludes any liability for any loss or damage arising from the Use of the Website by any person or organization in a manner that violates this TOS.

B. You acknowledge and agree that:

i. GBI makes no representation or warranty of any kind regarding the Website, the Website Content, and each Service, including without limitation as to the truthfulness, accuracy, reliability, currency, veracity or completeness of the Website Content or about the results to be obtained using the Website Content or any Service;

ii. you will be solely responsible for any Digital Material you provide the Website or otherwise provide to GBI, including without limitation for its truthfulness and accuracy; and

iii. the Website, the Website Content, and each Service are provided on an “AS IS” basis; and that any use of or reliance on this Website or any Website Content shall be at your sole risk.

C. GBI AND ITS AFFILIATES DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, AMD ANY IMPLIED REPRESENTATIONS OR WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING AND USAGE OF TRADE. FOR GREATER CERTAINTY, GBI DOES NOT WARRANT THAT THIS SITE WILL CONTINUE TO OPERATE WITHOUT INTERRUPTIONS OR BE ERROR-FREE.

D. GBI AND ITS AFFILIATES SHALL NOT BE LIABLE IF GBI IS UNABLE TO PERFORM ANY OF GBI’S OBLIGATIONS CONTAINED IN THIS TOS DUE TO, DIRECTLY OR INDIRECTLY, THE FAILURE OF ANY MACHINE, SYSTEM OF AUTHORIZATION, DATA PROCESSING OR COMMUNICATION SYSTEM, TRANSMISSION LINK, OR ANY INDUSTRIAL DISPUTE, WAR, FLOOD, EXPLOSION, LABOUR DIFFICULTIES, INTERRUPTION OF TRANSPORTATION, ACTS OF ANY GOVERNMENT AUTHORITY, ACT OF GOD OR ANY OTHER EVENT BEYOND GBI’S CONTROL.

IX. Exclusion of Certain Damages; Limitation of Liability.

A. YOU AGREE THAT IN NO EVENT WILL GBI OR ANY OF ITS AFFILIATES HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION WITH THIS SITE FOR ANY LOSS OR DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT, NEGLIGENCE OR OTHER LEGAL BASIS, INCLUDING ,WITHOUT LIMITATION, WITH RESPECT TO ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR PROGRAMS OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS, LOSS OF REVENUE, LOSS OF GOODWILL), ARISING FROM OR IN CONNECTION WITH THE USE OF OR ACCESS TO, OR ANY INCONVENIENCE, DELAY OR LOSS OF USE OF OR ACCESS TO, THIS SITE, ANY CONTENT OR ANY LINKED WEBSITE, OR FAILURE OF SUCH WEBSITES (INCLUDING WITHOUT LIMITATION ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN SUCH WEBSITES, MATERIALS OR CONTENT, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM SUCH WEBSITES) EVEN IF GBI OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR IF SUCH DAMAGE OR LOSS WAS FORESEEABLE.

B. WITHOUT LIMITING THE FORGOING EXCLUSION, AND NOTWITHSTANDING ANYTHING HEREIN, GBI’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY DAMAGES, CLAIMS OR DEMANDS STEMMING FROM YOUR USE OF THE WEBSITE SHALL NOT EXCEED ONE HUNDRED US DOLLARS ($100 USD).

X. Indemnification. You hereby agree to defend, indemnify, and hold harmless each of GBI, its Affiliates and each of their respective directors, officers, employees and agents, including all third parties mentioned at the Website, from and against any and all claims, actions or demands (including third party claims), including without limitation damages, penalties, costs, expenses, levies, taxes, and reasonable legal and accounting fees, alleging or resulting from (A) your Use of the Website including Digital Material that you transmit, upload or post to the Website, (B) anyone accessing the Website using your registration information, log-in or password, or (C) your misrepresentation or your breach of this TOS.

XI. Applicable Laws; Governing Law.

A. GBI makes no representation or warranty that Website Content at this Website are appropriate or available for use at any locations inside or outside the U.S. and accessing such Website Content from locations where their contents are illegal is prohibited. Those who choose to access this Website from other locations do so on their own initiative and are solely responsible for compliance with local laws.

B. BY ACCESSING THIS SITE, YOU AGREE THAT ALL MATTERS RELATING TO THE ACCESS TO, OR USE OF, THIS SITE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PRINCIPLES, AND THAT YOU WILL COMPLY WITH ALL SUCH APPLICABLE LAWS. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a federal or state court located in Broward County, State of Florida (United States of America), and each Party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action, or proceeding.

XII. Notice of Infringement. If you believe in good faith that any Website Content infringes upon your copyright rights, you may request that such Digital Material be removed, or that access to it be blocked. All such notices shall be sent to GBI at the address in the “GBI Contact Information for Notices/Inquiries” section below. Please provide us with sufficient contact information so that we may contact you if necessary to address your notice. Any personal information you provide in the notice shall be used solely for the purpose of addressing your request for removal.

XIII. Miscellaneous. These TOS constitute the entire agreement between GBI and you with respect to the subject matter hereof, and supersede all communications, representations, or agreements, either oral or written, between GBI or its Affiliates and you with respect to this subject matter. If for any reason a court of competent jurisdiction finds any provision of the TOS or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible to affect the intent of the TOS, and the remainder of the TOS shall continue in full force and effect. The relationship between you and GBI is solely that of independent contractors and neither you nor GBI shall have any authority to act for or bind the other. No waiver of any provision herein shall be valid unless in writing and signed by an authorized representative of both you and GBI. Any failure by GBI to insist upon or enforce strict performance of any provision of the TOS or any right shall not be construed as a waiver of any such provision or right. No changes to the TOS shall be made except by a revised posting by GBI on this page. The TOS shall inure to the benefit of GBI and its Affiliates. All references in the TOS to GBI and its Affiliates shall, where the context so permits, include GBI’s parent companies, sister companies, and their respective subsidiaries, Affiliates, directors, officers, employees, contractors, and agents. GBI may assign its rights and duties under this Agreement to any party at any time without notice to you, however, you are prohibited from assigning your rights and duties under this Agreement to any party at any time, and any such purported assignment by you shall be null and void and a breach of this TOS. You expressly agree that any cause of action you may have with respect to your use of this Website, or which is the subject of the TOS, must be commenced within six (6) months after the claim or cause of action arises.

XIV. GBI Contact Information for Notices/Inquiries. If you have any questions regarding these TOS, you may contact GBI at:

Goodwin Biotechnology Inc.

1850 N.W. 69^th Avenue

Plantation, FL 33313

Phone: 954-321-5300

Fax: 954-587-6378
Email: info@goodwinbio.com

XV. Definitions.

A. “Affiliate(s)” shall mean with respect to a Party, any person or entity directly or indirectly controlling, controlled by, or under common control with a Party, and for this purpose, “control,” “controlling” and “controlled by” shall mean the ownership and control of fifty percent (50%) or more of the outstanding voting or economic interest in capital or profits of any person or entity, or the right to direct or control the management or affairs of any person or entity by contract or similar arrangement.

B. “Digital Material” shall have the meaning set forth in Section I(A) of these TOS.

C. “GBI” shall have the meaning set forth in Section I(A) of these TOS.

D. “Link Requirements” shall have the meaning set forth in Section V(B) of these TOS.

E. “Services” shall have the meaning set forth in Section II of these TOS.

F. “TOS” shall have the meaning set forth in Section I(A) of these TOS.

G. “Use” shall have the meaning set forth in Section I(A) of these TOS.

H. “User Content” shall have the meaning set forth in Section II of these TOS.

I. “Website” shall have the meaning set forth in Section I(A) of these TOS.

J. “Website Content” shall have the meaning set forth in Section I(A) of these TOS.