TSO3 Website Terms of Use

Revised as of May 1, 2018

The website [tso3.com] (the “Site”) and related platforms, products, and services available on or from the Site (the “Services”) are owned and operated by TSO3, Inc. with its affiliates, successors, and assigns (“our”, “we,” or “us”).

By accessing and using the Site and/or Services, you agree to these website terms of use (the “Terms”). If you use the Site and/or Services on behalf of an entity, you represent that you have legal authority to bind such entity, and you guarantee compliance by such entity with the Terms.

We reserve the sole right at any time to modify, discontinue, or terminate any Service or the Site, or change, add, or delete portions of the Terms without notice. We will post any changes to the Terms to the Site. It is your responsibility to check for changes. Your continued use of the Site and Services after any changes constitutes your acceptance of the revised Terms.

PRIVACY POLICY. The Terms incorporate the terms and conditions set forth in the Privacy Policy, which can be found at www.tso3.com/privacy-policy. By accessing the Site and/or using the Services, you grant us permission to use your personal data as set forth in the Privacy Policy.

AGE RESTRICTIONS. You hereby represent and warrant that you are 18 years of age or older. The Site and Services are not intended for, or offered to, users under the age of 18.

USE OF SITE CONTENT. All content on the Site and Services (the “Site Content”), is the proprietary property of us or our licensors. Subject to the terms of the Terms, no Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the prior written permission of us or the owner of such content. All trademarks, logos, trade dress, and service marks on the Site are trademarks or registered trademarks of us or our licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of us or the owner of such content.

LINKS TO OTHER WEBSITES. The Site may contain links to other websites. We are not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not investigated, monitored, or checked for accuracy or completeness by us. Inclusion of any linked website on or through the Site or the Services does not imply approval or endorsement of the linked website by us. If you decide to leave the Site and access these third-party sites, you do so at your own risk.

  • You may terminate your use of the Site at any time
  • We may terminate your use of the Site or Services at any time with or without cause, in our sole discretion, and with or without notice.
  • Any provisions of these Terms that by their nature should continue after termination of your use of the Site or any Services will continue to apply even after the expiration or termination of these Terms or your use of the Site or any Services.

LIMITATION OF LIABILITY. In no event will we be liable to you for any indirect, consequential, exemplary, incidental, special, or punitive damages, including damages for any lost profits or lost data arising from your use of the site or the services, even if we are aware or have been advised of the possibility of such damages. To the fullest extent permitted by law, we disclaim any warranties for third party services or goods received through or advertised on the site or service, or accessed through any links on the site. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to one dollar ($1.00).

You agree to indemnify, defend, and hold us and our directors, officers, agents, contractors, affiliates, partners, and employees harmless from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of any claim, action, investigation, or proceeding made or instituted by any third party due to or arising out of:

  • Your breach of any representations or warranties made by you hereunder or your breach of the Terms;
  • Your use of the Services or the Site in violation of the Terms; or
  • Your violation of any law or the rights of a third party.

You hereby agree not to sue, assist in or be a voluntary party to assist in or be a voluntary party to, except as required by law, any action, suit, or proceeding against us for any claims, actions, suits, damages, liability, losses, or expenses of whatever kind or however arising out of or relating to your use of the Site or the Services.

DISCLAIMER OF WARRANTIES. We are not responsible for any incorrect or inaccurate content published on the Site or in connection with the Services. We are not responsible for the conduct, whether online or offline, of any user of the Site. The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, the Site or the Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment or software, or the failure of email on account of technical problems or traffic congestion on the Internet or at any website, including injury or damage to any person’s computer related to or resulting from participating or downloading materials in connection with the Site or the Services. Under no circumstances will we be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Services, the Site or any content published on the Site. THE SITE, THE SERVICES AND ALL CONTENT ON THE WEBSITE ARE PROVIDED “AS-IS” AND WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICES.

CURRENCY AND ACCURACY OF INFORMATION. The Site may not always contain the most current information about TSO3, and we disclaim liability for any failure to update the Site or the information or any document contained herein. In addition, the documents and information available on the Site are not intended to provide specific legal, accounting, financial, investing, or tax information or advice to you. If any documents on this website has been filed in accordance with applicable securities laws, the documents may not be the official versions of TSO3’s securities laws disclosure documents, and you are directed to obtain official copies from applicable securities regulatory authorities, www.sedar.com, or TSO3. The documents and information provided do not constitute an offer or a solicitation of an offer for the purchase or sale of any shares or other TSO3 securities and should not be used to make investment decisions concerning such securities.

FORWARD-LOOKING STATEMENTS. Certain statements contained on the Site constitute forward-looking statements. These statements relate to future events or our future performance, business prospects or opportunities and product development. All statements other than statements of historical facts may be forward-looking statements. Forward-looking statements are often, but not always, identified using words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. TSO3 believes that the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct. These statements speak only as of the date of this report. Such statements are based on assumptions which may prove to be incorrect, including, but not limited to, assumptions about:

  • The success of our relationship with third parties;
  • Our ability to deploy our products to end customers;
  • Our ability to market and sell our products;
  • Business and economic conditions;
  • The ability to obtain sufficient quantities of supplies and materials when needed;
  • The ability to obtain regulatory authorizations that are required to market its product;
  • The ability to attract and retain skilled staff;
  • Regulatory Approvals;
  • Competition;
  • Tax benefits and tax rates;
  • The ability to complete research and development work;
  • Foreign currency exchange rates;
  • Our ability to attract capital and other financial risks;
  • The compatibility of medical instruments with our technology.

These forward-looking statements involve risks and uncertainties relating to, among other things, commercial operations, compatibility, biocompatibility, research and development projects, dependency on key personnel, limited history of commercialization, management of business growth, intellectual property and counterfeiting, competition, product liability issues, litigation, regulatory approvals and financial instruments. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the risk factors described under the section “Risk factors” in TSO3’s Annual MD&A for the year ended December 31, 2017, which reflect, to our knowledge, the material risks and uncertainties it faced as of March 20, 2018, the date of filing for the fiscal year 2017. Disclosure contained in this document is current to that date, unless otherwise stated.

Investors should not place undue reliance on forward-looking statements as the plans, intentions or expectations upon which they are based might not occur. We caution that the foregoing list of risk factors is not exhaustive. Investors and others who base themselves on our forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. The reader must not unduly rely upon our prospective statements. Further, the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as may be required by applicable laws.

TSO3’s most recently filed Annual Report, Quarterly Report, Annual Information Form/Form 40-F, and other documents it files from time to time with securities regulatory authorities describe the risks, uncertainties, material assumptions, and other factors that could influence actual results and such factors are incorporated herein by reference. Copies of these documents are available without charge from TSO3 through the following means:

  • via mail request: 2505. av. Dalton, Québec (Québec) G1P 3S5 Canada;
  • by telephone 1-418-651-0003;
  • via email request to info@tso3.com; or
  • by referring to TSO’s profile on SEDAR at www.sedar.com/.

NON-IFRS FINANCIAL MEASURES. Certain financial measures on the Site are not prescribed by International Financial Reporting Standards (“IFRS”). Non-GAAP measures presented do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. Therefore, these non-IFRS measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Non-IFRS measures are included because management uses the information to analyze business performance, leverage, and liquidity. Such measures may therefore be considered useful information by investors. Non-IFRS measures are defined and reconciled in TSO3’s most recent Management’s Discussion and Analysis filed with securities regulatory authorities available at www.sedar.com.

GOVERNING LAW. The Terms shall be governed by and construed in accordance with the laws of the State of South Carolina, U.S.A., without reference to conflicts of laws provisions, and matters affecting copyrights, trademarks, and/or patents shall be governed by and construed in accordance with U.S. federal law. Any dispute or claim arising out of, or in connection with, the Terms shall be finally settled by binding arbitration in Myrtle Beach, South Carolina, in accordance with the South Carolina Code of Laws § 15-48-10 et seq. and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of South Carolina, without reference to rules of conflict of law or statutory rules of arbitration. Judgment rendered by the arbitrator may be confirmed, reduced to judgment, and entered in any court of competent jurisdiction. The arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys’ fees. If the above arbitration provision is held invalid or unenforceable, then any dispute with respect to the Terms shall be brought and heard either in the South Carolina state courts located in Horry County, South Carolina, or the federal district court for the District of South Carolina located in Florence, South Carolina. In such event, you consent to the in personam jurisdiction and venue of such courts. You agree that service of process upon you in any such action may be made if delivered in person, by courier service, by telefacsimile, or by first class mail, and shall be deemed effectively given upon receipt.

MISCELLANEOUS. The Terms set forth the entire agreement between you and us pertaining to your use of the Site and Services. If any provision of this Terms is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of the Terms shall continue in full force and effect. Our delay or failure to exercise any right or provision of the Terms shall not constitute a waiver of such right or provision. Nothing in these Terms shall be deemed to confer any third-party rights or benefits. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. These Terms do not, and shall not be deemed to, constitute a partnership or joint venture between you and us. Neither you nor we, nor your or our respective directors, officers, employees, or agents, by virtue of the performance of the obligations under these Terms, shall be deemed to be an agent or employee of the other. Neither you nor we have the authority to bind the other under any contract, agreement, or otherwise.

© 2018 TSO3, Inc.