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WEBSITE DISCLAIMER

TERMS AND CONDITIONS FOR USE OF THIS WEBSITE

These terms and conditions (these “Terms”) describe your rights and responsibilities concerning your use of the website of MaSTherCell S.A. (“MaSTherCell”, “we”, “us” or “our”). Your visiting this website constitutes your acceptance of these Terms. Please take the time to review these Terms carefully.

If you do not agree with some or any of these Terms, do not use this website.

Forward-Looking Statements

This website contains forward-looking statements. Forward-looking statements can be identified by the use of language such as “plans”, “expects”, “estimates”, “intends”, “anticipates”, “believes”, or variations of such words and phrases, and statements that certain actions, events or results “may” or “could” occur. Forward-looking statements are based on the opinions and estimates of our management, and include, but are not limited to, statements regarding our ability to: (1) bring therapy products to the market in a safe and cost effective way; (2) acquire our planned resources and facilities; and (3) retain and expand our expertise and maintain our specialized knowledge base.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to, risks related to: (1) the ability to carry out the highest quality work is dependent on acquiring and maintaining the best people, facilities and equipment; (2) general economic conditions and market uncertainty, including business competition; (3) changes in laws and regulations; (4) general political and social uncertainties; (5) risks and uncertainties associated with our ability to raise capital or achieve and maintain profitability; (6) risks associated with the failure to retain and attract key management and personnel; and (7) other factors beyond our control.

There can be no assurance that forward-looking statements on this website will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, you should not place undue reliance on forward-looking statements contained on this website. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Links to Third Party Press Releases, Articles and Websites

This website includes links to websites operated by third parties, and press releases and articles that are accessible via links to websites operated by third parties. These links may be of interest or of use to you, and are provided for convenience only. You should be aware that, in using these links, you are leaving this website. Any opinions, estimates or forecasts made by the authors of these statements are theirs alone and do not represent opinions, forecasts or predictions of MaSTherCell or its management. We do not approve or endorse the content, information or materials available on such third party websites. In addition, we make no representation regarding, and are not responsible for, the content, information or material available on such websites. If you decide to access such websites, you do this at your own risk, and we will not be liable for any loss or damage associated with your use of, or reliance on, the content, information or material available on such websites.

The information in the press releases and articles accessible through this website is historical in nature, has not been updated, and is current only to the date indicated in each particular press release or article. This information may no longer be accurate and therefore you should not rely on the information contained in these press releases and articles.

No Duty to Correct or Update

The information provided to you on this website is for informational purposes only. You should not rely on information contained in this website for any purpose other than for gaining general knowledge of MaSTherCell. This information is not intended to be a comprehensive review of all matters and developments concerning MaSTherCell. We make no representation or warranty regarding, and assume no responsibility for, the completeness, accuracy or currency of the information or data on this website, and undertake no duty to correct or update any information or data contained in this website.

No Offer or Solicitation

This website and the information contained in it do not constitute an offer or the solicitation of an offer for the purchase or sale of any shares or other securities of MaSTherCell or its affililates, including parent company, Orgenesis Inc. The information on this website is not intended in any way to qualify, modify or supplement any prospectus or other information disclosed under the corporate and securities legislation of any jurisdiction applicable to MaSTherCell or its affiliates. You should not make any investment decisions based on any information on this website. You should seek independent information and advice from qualified investment professionals prior to investing in MaSTherCell or its affiliates. The information on this website is not a substitute for independent professional advice before making any investment decisions. No securities regulatory authority has in any way passed on any of the information contained in this website.

Eligibility

You hereby represent and warrant that, and you may use this website only if, you can lawfully enter into and form contracts in accordance with local laws, and agree that any information you provide to us as a visitor to this website is truthful, accurate and current. Notwithstanding anything else contained herein, we reserve the right to refuse to provide access to this website to anyone at any time for any reason.

Use of Cookies

When you use this website, a cookie may be placed within the memory of your internet access device. A cookie is a small piece of information that a website can store via your internet access device for later retrieval. We may use permanent cookies or server-side artifacts to help us track use of our services by users, including casual visitors to this website, such as, without limitation, the number and frequency of visits to our pages and which parts of this website are visited. Similarly, we may also collect IP addresses of users who visit this website, and use such information to, among other things, evaluate this website’s performance and service quality.

Errors; Review; Disclaimer of Warranties

This website may contain typographical errors or inaccuracies and may not be complete or current.  We therefore reserve the right to correct any errors, inaccuracies or omissions, and to change or update information, at any time without prior or any notice to you. We may review your conduct and information for compliance with these Terms. However, we have no obligation to do so. We are not responsible for any content shared through this website. 

This website is provided “as is”, “where is” and “as available”, without representations or warranties of any kind. TO THE FULL EXTENT PERMITTED BY LAW, MASTHERCELL, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, MEMBERS AND SUPPLIERS, DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THIS WEBSITE AND ITS CONTENTS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OR ARISING BY COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OR USE. Without limiting the foregoing, we do not represent or warrant that any information on this website is accurate, complete, reliable, useful, timely or current. or that this website will operate without interruption or error. We assume no responsibility, and are not liable for, any damages to your computer equipment, data, information or other property on account of your access to, use of, or browsing on this website, or inability to do any of the foregoing.

We do not warrant or make any representations as to the security of this website, nor do we warrant that functions or materials accessible from, or contained in, this website will work uninterrupted or error free, that defects will be corrected, or that this website is free from viruses or other harmful elements.

Your use of this website is undertaken at your own risk. Under no circumstances will MaSTherCell, our affiliates or agents be liable for any direct, incidental, consequential, indirect, or punitive damages arising out of your access to or use of this website or any consequences flowing therefrom. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS, OR FAILURE TO REALIZE ANTICIPATED BENEFITS), WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGES. 

If you are dissatisfied with this website, your sole and exclusive remedy is to discontinue using this website. 

You agree to indemnify and save harmless MaSTherCell, our affiliates, and our and their respective directors, officers, agents, members and suppliers (in this section, "we" and “us”), from and against any claim, cause of action, demand, cost, loss, expense or liability (including, without limitation, reasonable professional fees) brought against, suffered or incurred by us as a result of your use of this website, or your breach of these Terms. When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us. Your failure to provide those assurances may be considered by us to be a material breach of these Terms. In addition, in the event we are made a party to any claim, suit or action relating to or arising from your use of this website that is: (a) initiated by you, which is unsuccessful; or (b) initiated by a third party, who is suing you, you will reimburse us at a reasonable rate for all personnel time and expenses expended by us in response to such claim, suit or action, including, without limitation, all attorney fees and expenses incurred by us with respect to such response. This defence and indemnification obligation will survive termination of these Terms and your cessation of use of this website.

Other Terms

You agree that your use of this website will be subject to such other policies and procedures as may be conveyed to you by us from time to time, including on this website. Such policies and procedures are herein incorporated by reference, from time to time, upon the implementation of any such policy or procedure.

Governing Law and Courts; Timing of Claims

These Terms and your access of this website will be governed by and interpreted exclusively in accordance with the laws of the State of Belgium, excluding its conflict of laws rules and all private international laws. You further agree that, despite being available from a variety of jurisdictions, access to this website will be deemed solely based in the State of Belgium, and this website will be deemed to be passive in nature and not giving rise to personal jurisdiction over us in jurisdictions other than the State of Belgium. You consent and submit to the exclusive jurisdiction of the courts located in the State of Belgium in all disputes arising out of, or relating to, these Terms, and your use of, or inability to use, this website. However, you agree that nothing herein precludes our application for injunctive remedies or other urgent legal relief in any jurisdiction. You agree that any claim or cause of action you may have arising from, connected with, or relating to these Terms or your use of this website must be commenced in a court of competent jurisdiction in the State of Belgium within six months after the claim or cause of action arises, after which time the claim or cause of action is forever barred.

Modifications and Updates to These Terms

We reserve the right to unilaterally update or modify these Terms at any time and from time to time. We will notify you of any updates or modifications to these Terms by posting notice of such changes on this website. You agree that we have this right, and that your continued use of this website following notice of such change means that you agree to, and accept, the amendments. If you do not agree, you must immediately stop using this website.

Severability

These Terms are severable. If any provision of these Terms is determined to be unenforceable or invalid, then such provision will be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any remaining Terms.

Use of this website is unauthorized in jurisdictions that do not give effect to these Terms or where access to, or use of, this website may be illegal or prohibited. Those who choose to access this website from such locations do so on their own initiative, at their own risk and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Notices

We may provide notifications (whether required by law, for authorized marketing or business related purposes) to you via email notice or through conspicuous posting of such notice on this website, as we may determine in our sole discretion.