Terms Of Use

OHANA BIOSCIENCES, INC. TERMS OF USE

Effective Date: December 2019

Welcome to Ohana Biosciences

Ohana Biosciences, Inc. (“Ohana Biosciences,” “we,” “us,” “our”) provides its Site (described below) to you through its website located at www.ohanabio.com (the “Site”), subject to the following Terms of Use (as amended from time to time, the “Terms of Use”).  We reserve the right, at our sole discretion, to change or modify portions of these Terms of Use at any time.  If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Site user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Site or changes made for legal reasons will be effective immediately. Your continued use of the Site after the date any such changes become effective constitutes your acceptance of the new Terms of Use. 

PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.  THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST OHANA BIOSCIENCES ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.  BY USING THIS SITE, YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS OF USE.  IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS CONTAINED IN THE TERMS OF USE, PLEASE DO NOT USE THE SITE.

In addition, when using certain parts of the Site, you may be subject to any additional terms and conditions applicable to such parts of the Site applicable to you as a user of the Site, including, without limitation, the Privacy Policy located at www.ohanabio.com/privacy/  You must read, agree with and accept all of the terms and conditions contained in these Terms of Use and the Privacy Policy , which includes those terms and conditions expressly set forth herein and those incorporated by reference before using the Site.

Access and Use of the Site

Site Description:  Ohana Biosciences is a corporation that has pioneered new and innovative technologies to advance the field of reproductive health and spermatogenesis. This Site provides information about our research, our business operations, and links to news and publications about Ohana’s scientific advancements.

MEDICAL ADVICE DISCLAIMER: ANY INFORMATION MADE AVAILABLE THROUGH THE SITE IS NOT INTENDED OR IMPLIED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. ALL CONTENT, INCLUDING TEXT, GRAPHICS, IMAGES AND INFORMATION, CONTAINED ON OR AVAILABLE THROUGH THE SITE IS FOR GENERAL INFORMATION PURPOSES ONLY. OHANA BIOSCIENCES MAKES NO REPRESENTATION AND ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF INFORMATION CONTAINED ON OR AVAILABLE THROUGH THE SITE, AND SUCH INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE. YOU ARE ENCOURAGED TO CONFIRM ANY INFORMATION OBTAINED FROM OR THROUGH THE SITE WITH OTHER SOURCES, AND REVIEW ALL INFORMATION REGARDING ANY MEDICAL CONDITION OR TREATMENT WITH YOUR PHYSICIAN. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF SOMETHING YOU HAVE READ ON OR ACCESSED THROUGH THE SITE.

OHANA BIOSCIENCES DOES NOT RECOMMEND, ENDORSE OR MAKE ANY REPRESENTATION ABOUT THE EFFICACY, APPROPRIATENESS OR SUITABILITY OF ANY SPECIFIC TESTS, PRODUCTS, PROCEDURES, TREATMENTS, SERVICE, OPINIONS, HEALTH CARE PROVIDERS OR OTHER INFORMATION THAT MAY BE CONTAINED ON OR AVAILABLE THROUGH THE SITE. OHANA BIOSCIENCES IS NOT RESPONSIBLE NOR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER THIRD PARTY INFORMATION, SITE OR PRODUCTS THAT YOU OBTAIN THROUGH THE SITE.

If you think you or someone using the Site may have a medical emergency, call a doctor or your local emergency number immediately.

Modifications to the Site: Ohana Biosciences reserves the right to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. You agree that Ohana Biosciences will not be liable to you or to any third party for any modification, suspension or discontinuance of the Site.

General Practices Regarding Use and Storage of Your Information: You acknowledge that Ohana Biosciences may establish general practices and limits concerning use of the Site, including without limitation the maximum period of time that data or other content will be retained by the Site and the maximum storage space that will be allotted on Ohana Biosciences’s servers on your behalf. You agree that Ohana Biosciences has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Site. You acknowledge that Ohana Biosciences reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Ohana Biosciences reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Mobile Services: The Site includes certain services that are available via a mobile device, including (i) the ability to browse the Site from a mobile device and (ii) the ability to access certain features on a mobile device (collectively, the “Mobile Services”). To the extent you access the Site through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply.  In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

Electronic Communications

When you use the Site or send e-mails to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

By using the Site, you acknowledge and agree that Ohana Biosciences may send e-mails relating to your account. You can opt out of your subscription to Ohana Biosciences’s e-mail services at any time by logging in to the Site and changing your notification preferences. You can also unsubscribe to special promotional e-mails at any time by clicking on the unsubscribe link in any of our e-mail communications under opt-in preferences.

You acknowledge and agree that you are solely responsible for providing Ohana Biosciences with accurate contact information, including your mobile device number and email address, where we may send communications containing PHI.  Ohana Biosciences is not responsible for user errors and omissions.

Health Related Information

Health Related Content: Any health-related information, data, software, photographs, graphics, videos, text, images, typefaces, sounds and other material residing on the Site describes general principles of health care that should not be construed as specific instructions for individual patients. It is not intended as a substitute for a consultation between patients and their health care provider, and should not be used to diagnose or treat a health problem without consulting a qualified health care provider. It is for reference only and should not be used to determine treatment for specific medical conditions—only a health care provider can do that.  You understand and agree that in no event will Ohana Biosciences be liable for any decision made or action taken in reliance on the information contained on, or accessible through, the Site. Reliance on any information provided by, or otherwise appearing on, the Site is solely at your own risk.

Medical Advice Disclaimer: AS FURTHER SPECIFIED HEREIN, YOU ACKNOWLEDGE AND AGREE THAT Ohana Biosciences DOES NOT PROVIDE ANY MEDICAL DIAGNOSIS OR TREATMENT SERVICES OR ADVICE AND DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR ENDORSEMENTS REGARDING ANY MEDICAL INFORMATION THAT YOU MAY OBTAIN THROUGH THE SITE.  NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF SOMETHING YOU HAVE READ ON OR ACCESSED THROUGH THE SITE.  IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL A DOCTOR OR YOUR LOCAL EMERGENCY NUMBER IMMEDIATELY.

NO HEALTH CARE PROVIDER/ PATIENT RELATIONSHIP IS CREATED BETWEEN Ohana Biosciences AND AN INDIVIDUAL WHEN AN INDIVIDUAL USES THE SITE. Ohana Biosciences IS NEITHER RESPONSIBLE NOR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER THIRD PARTY INFORMATION, SITE, PRODUCT, OR SERVICE THAT IS VIEWED THROUGH THE SITE.

Conditions of Use

User Conduct: You agree to use the Site only as directed and approved in support of the Site. Ohana Biosciences reserves the right to investigate and take appropriate legal action against anyone who, in Ohana Biosciences’s sole discretion, violates this provision, including without limitation, removing the offending content from the Site, and reporting you to the law enforcement authorities.  You agree to not use the Site in a manner that Ohana Biosciences determines, in its sole discretion, is illegal or improper.

US Use Only; Governing Law: This Site is hosted in the United States and are intended only for users located in the United States. Ohana Biosciences makes no representation that the materials are appropriate or available for use outside the United States. If you access our Site from outside the United States, you will be responsible for compliance with all local laws. You agree to comply with all laws and regulations applicable to your use of our Site.

Note also that information submitted by you to us, such as by sending us an email, may be transmitted to and shared with third parties located in other countries, in order to provide the Site to you. These Terms of Use and any separate agreements whereby we provide the Site shall be governed by and construed in accordance with the laws of Massachusetts, United States.

Commercial Use: The Site is for your personal use only.  Unless otherwise expressly authorized herein or in the Site, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Site, use of the Site, or access to the Site. 

Intellectual Property Rights

Site Content, Software and Trademarks: You acknowledge and agree that the Site may contain content or features (“Site Content”) that is protected by copyright, patent, trademark, trade secret or other proprietary rights and laws.  Except as expressly authorized by Ohana Biosciences, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Site or the Site Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Site.  In connection with your use of the Site you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods.  If you are blocked by Ohana Biosciences from accessing the Site (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address).  Any use of the Site or the Site Content other than as specifically authorized herein is strictly prohibited.  The technology and software underlying the Site or distributed in connection therewith are the property of Ohana Biosciences, our affiliates and our partners (the “Software”).  You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software.  Any rights not expressly granted herein are reserved by Ohana Biosciences.

The Ohana Biosciences name and logos are trademarks and service marks of Ohana Biosciences (collectively the “Ohana Biosciences Trademarks”). Other company, product, and service names and logos used and displayed via the Site may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Ohana Biosciences. Nothing in this Terms of Use or the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Ohana Biosciences Trademarks displayed on the Site, without our prior written permission in each instance. All goodwill generated from the use of Ohana Biosciences Trademarks will inure to our exclusive benefit.

Third Party Material:  Under no circumstances will Ohana Biosciences be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content.  You acknowledge that Ohana Biosciences does not pre-screen content, but that Ohana Biosciences and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Site. Without limiting the foregoing, Ohana Biosciences and its designees will have the right to remove any content that violates these Terms of Use or is deemed by Ohana Biosciences, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Submissions: You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site (“Submissions”), provided by you to Ohana Biosciences are non-confidential and Ohana Biosciences 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 Ohana Biosciences 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 Ohana Biosciences, its users and the public. You understand that the technical processing and transmission of the Site, 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.

Our Obligations

To provide the Site to you, Ohana Biosciences may share your Personal Information (as defined in the Privacy Policy)  with our authorized service providers that perform certain services or functions on our behalf. Ohana Biosciences may be required by law to disclose information you have provided or we have collected when you use the Site. Ohana Biosciences may also disclose information where someone poses a threat to Ohana Biosciences’s interests (such as user fraud) or whose activities could bring harm to others. In addition, it may be necessary in the reasonable opinion of officials of Ohana Biosciences that certain information be provided to third parties, such as law enforcement authorities. In the event that Ohana Biosciences receives a court order to disclose information on the Site about you or your activities on the Site, you agree that such information may be disclosed.

Third Party Websites

The Site may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Ohana Biosciences has no control over such sites and resources and Ohana Biosciences is not responsible for and does not endorse such sites and resources.  You further acknowledge and agree that Ohana Biosciences will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource.   Any dealings you have with third parties found while using the Site are between you and the third party, and you agree that Ohana Biosciences is not liable for any loss or claim that you may have against any such third party.

Indemnity and Release

You agree to release, indemnify and hold Ohana Biosciences and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Site, any Submissions, your connection to the Site, your violation of these Terms of Use or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.  IN NO EVENT WILL YOU HAVE ANY OBLIGATION TO INDEMNIFY ANY INDEMNITEE FOR ANY LOSS, LIABILITY OR EXPENSE ARISING FROM ANY NEGLIGENT, GROSSLY NEGLIGENT, RECKLESS, WILLFUL, FRAUDULENT OR INTENTIONAL CONDUCT COMMITTED BY ANY INDEMNITEE.  ANY OBLIGATION TO INDEMNIFY AN INDEMNITEE FOR ANY LOSS, LIABILITY OR EXPENSE ARISING FROM ANY NEGLIGENT, GROSSLY NEGLIGENT, RECKLESS, WILLFUL, FRAUDULENT OR INTENTIONAL CONDUCT COMMITTED BY ANY INDEMNITEE IS NOT ENFORCEABLE AGAINST ANY VISITOR OF THE SITE FROM NEW JERSEY. 

Disclaimer of Warranties

YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. OHANA BIOSCIENCES EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

OHANA BIOSCIENCES MAKES NO WARRANTY THAT (I) THE SITE WILL MEET YOUR REQUIREMENTS, (II) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT OHANA BIOSCIENCES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF OHANA BIOSCIENCES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (V) ANY OTHER MATTER RELATING TO THE SITE. IN NO EVENT WILL OHANA BIOSCIENCES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID OHANA BIOSCIENCES IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION AND RELEASE”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” 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 SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

a.  Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Use as the “Arbitration Agreement.”  You agree that any and all disputes or claims that have arisen or may arise between you and Ohana Biosciences, whether arising out of or relating to this Terms of Use (including any alleged breach thereof), the Site, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify.  Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.  You agree that, by entering into this Terms of Use, you and Ohana Biosciences are each waiving the right to a trial by jury or to participate in a class action.  Your rights will be determined by a neutral arbitrator, not a judge or jury.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

b.  Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND OHANA BIOSCIENCES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.  UNLESS BOTH YOU AND OHANA BIOSCIENCES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.  ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION. 

c.  Pre-Arbitration Dispute Resolution

Ohana Biosciences is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at info@ohanabio.com.  If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”).  The Notice to Ohana Biosciences should be sent to the following address (“Notice Address”):

Ohana Biosciences
325 Vassar Street Suite 1A
Cambridge, MA 02139

The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought.  If Ohana Biosciences and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Ohana Biosciences may commence an arbitration proceeding.  During the arbitration, the amount of any settlement offer made by Ohana Biosciences or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Ohana Biosciences is entitled.

d.  Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement.  For information on the AAA, please visit its website, http://www.adr.org/.  Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page.  If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration.  The arbitrator must also follow the provisions of these Terms of Use as a court would.  All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.  Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Use and applicable law.  Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Ohana Biosciences and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances.  If the parties are unable to agree on a location, the determination shall be made by AAA.  If your claim is for $10,000 or less, Ohana Biosciences agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules.  If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.  Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

e.  Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.  If the value of the relief sought is $75,000 or less, at your request, Ohana Biosciences will pay all Arbitration Fees.  If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Ohana Biosciences will pay your portion of such fees.  In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Ohana Biosciences will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.  Any payment of attorneys’ fees will be governed by the AAA Rules.

f.  Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

g.  Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.  If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief.  The remainder of the Terms of Use will continue to apply.

h.  Future Changes to Arbitration Agreement

Notwithstanding any provision in this Terms of Use to the contrary, Ohana Biosciences agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Site, you may reject any such change by sending Ohana Biosciences written notice within thirty (30) calendar days of the change to the Notice Address provided above.  By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use).

Termination

You agree that Ohana Biosciences, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Site and remove and discard any content within the Site, for any reason, including, without limitation, for lack of use or if Ohana Biosciences believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Site, may be referred to appropriate law enforcement authorities. Ohana Biosciences may also in its sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any provision of this Terms of Use may be effected without prior notice, and acknowledge and agree that Ohana Biosciences may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Site. Further, you agree that Ohana Biosciences will not be liable to you or any third party for any termination of your access to the Site.

General

These Terms of Use, in conjunction with the Privacy Policy , constitute the entire agreement between you and Ohana Biosciences and govern your use of the Site, superseding any prior agreements between you and Ohana Biosciences with respect to the Site. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Use will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Ohana Biosciences agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Boston, Massachusetts.  The failure of Ohana Biosciences to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Use without the prior written consent of Ohana Biosciences, but Ohana Biosciences may assign or transfer this Terms of Use, in whole or in part, without restriction. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Site may also provide notices to you of changes to these Terms of Use or other matters by displaying notices or links to notices generally on the Site.

Your Privacy

At Ohana Biosciences, we respect the privacy of our users. For details please see our Privacy Policy.  By using the Site, you consent to our collection and use of personal data as outlined therein.

Questions?  Concerns?  Suggestions?

Please contact us at info@ohanabio.com or

Ohana Biosciences
325 Vassar Street, Suite 1A
Cambridge, MA 02139

to report any violations of these Terms of Use or to pose any questions regarding this Terms of Use or the Site.