Terms of Service

These Terms of Service (this “Agreement”) set out the terms on which Tonix Pharmaceuticals Holding Corp. including, as applicable, its subsidiaries and affiliates (including Tonix Pharmaceuticals, Inc. and Tonix Medicines, Inc.), agents, designees, vendors, contractors, and subcontractors (collectively, “Company,” “we,” or “us”) will provide access to Company’s websites, services, products, and customer relations and patient support systems (collectively, the “Services”) to you, a user of the Services (“you” or “User”). You should read this Agreement carefully. By indicating acceptance of this Agreement or by otherwise using the Services, you are entering into a legally binding agreement with us. If you do not agree to these terms and conditions, you must not use the Services.
THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND COMPANY AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT CAREFULLY.

Use of Services.
1. In General. The Services generally provide information about Company’s products and services; collaborations with government institutions, world-class academic and non-profit research organizations, and other biotech companies; and projects and business and marketing initiatives. This information is provided for Users’ informational purposes only. In accessing the Services, you must comply with this Agreement and any other terms of service, rules, and policies about use of the Services that we publish from time to time on our websites or other systems. Certain features, pages, or content within the Services may contain supplemental terms of service, rules, and policies, to which you must agree in order to use the relevant features, pages, or content.
2. Medical Disclaimer. It is important to the interests of Company and those who use our Services that we and they have a shared understanding about the limits of what the Services can do.
  1. If you are located in the United States and think you or someone else is having a medical emergency, you should call 9-1-1 immediately. In general, it is important that you tell your doctors if you experience an adverse medical event related to any medical procedure or treatment.
  2. The Services (including all contents and information included on our websites or other systems ), which are the subject of this Agreement, are not a health care service or product. Your use of the Services, on its own, does not establish a clinician-patient relationship between you and Company or any employee or contractor of Company.
  3. No contents or information posted on or in the Services should be interpreted as medical advice or guidance or as a substitute for the medical advice or guidance of a health care professional. A health care professional should always be consulted for medical guidance or advice before adopting any course of treatment or on any questions regarding treatment. You should never disregard the medical advice or guidance of a healthcare professional or delay in seeking it because of any contents or information on the Services. Company specifically disclaims all responsibility or any liability, loss, or risk, personal or otherwise, that is incurred as a consequence, directly or indirectly, of the use of any contents or information provided on or in the Services.
3. Financial Information.
  1. Forward-Looking Statements. The Services contain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified through the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” and “intend,” among others. These statements are based on Company’s current expectations and there are a number of factors that could cause actual events to differ materially from those indicated by such statements. These factors include, but are not limited to, risks related to the development of our product candidates; the failure to obtain FDA clearances or approvals and noncompliance with FDA regulations; risks related to the timing and progress of clinical development of our product candidates; our need for additional financing; uncertainties of patent protection and litigation; uncertainties of government or third party payor reimbursement; limited research and development efforts and dependence upon third parties; and substantial competition. As with any pharmaceutical services and products under development, there are significant risks in the development, regulatory approval, and commercialization of Company’s new services and products. Company does not have any obligation to update or revise any forward-looking statement that is posted on our websites or other systems. Investors should read the risk factors set forth in Company’s Annual Reports on Form 10-K and periodic reports filed with the SEC. All of Company’s forward-looking statements are expressly qualified by all such risk factors and other cautionary statements.
  2. Investment Decisions. Company is not liable for any investment decisions by its readers or subscribers. It is strongly recommended that any purchase or sale decision be discussed with a financial adviser, or a broker-dealer, or a member of a financial regulatory body. The information contained on or in the Services is provided for informational purposes only. The accuracy or completeness of the information is not warranted. Investors are cautioned that they may lose all or a portion of their investment in Company or any other company.
4. Prohibited Activity. By accessing the Services, you agree that you will not engage in, and will not assist any third-party to engage in, any of the following activities: (i) use the Services for any deceptive, harassing, abusive, illegal, threatening, disrespectful, or otherwise objectionable purpose (as determined by Company in its sole discretion), or in violation of this Agreement or any local, state, national, or international law; (ii) violate or encourage others to violate our rights or the rights of third-parties, including intellectual property rights; (iii) interfere in any way with security- or privacy-related features of the Services; (iv) interfere with the operation or any user’s enjoyment of the Services, including by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code or attempting to collect personal information about third-parties without their consent; (v) access, monitor, or copy any content or information of the Services using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission; (vi) perform any fraudulent activity, including impersonating any person or entity, claiming false affiliations, accessing the accounts of other users without permission, or falsifying your identity or any information about you, including age or date of birth; (vii) distribute or otherwise make available any information or other content obtained through the Services to any third-party, except as expressly permitted herein; (viii) otherwise interfere in any manner with the use or operation of the Services; or (ix) use the Services without authorization, for a commercial purpose, or otherwise in the development, directly or indirectly, of any product, software or service that offers any functionality substantially similar to, or competitive with, the Services.
5. Adult Use. To use the Services, you must be at least thirteen (13) years old. The Services do not knowingly collect personal information from children under 13. If you are under 13, you should not use the Services or send personal information to Company. Additionally, if you are above 13 but under the age of majority in the jurisdiction in which you are located, you should only use the Services and/or send personal information to Company with the authorization and approval of your parent or guardian.
Your Data.
1. Rights and Company License. You retain your rights in all personal, health, and other information (which may include data, text or other materials) which you input or upload to the Services (collectively, “Your Data”), subject to the rights granted below and our rights in Our Property as explained below. You hereby generally consent and agree to grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, transferable license, with the right to sublicense through multiple tiers, to copy, edit, modify, adapt, publish, transmit, distribute, prepare derivative works of, perform, display, use, and otherwise exploit Your Data in connection with the operation and promotion of the Services and any other purposes reasonably related to the Services or our business.
2. Contents. Any of Your Data that you upload to the Services must not: (i) contain material from other copyrighted works without the written consent of the owner of such copyrighted material; (ii) violate any property rights, rights of privacy or publicity, or any other rights of any third-party; (iii) contain any software viruses, malware, spyware, or any other code, file, or program that is designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; or (iv) except as otherwise expressly permitted by us in writing, contain any advertising, promotional, solicitation, or other commercial material.
3. Privacy Waiver. To the extent reasonably necessary or appropriate to effect or support the licenses granted by you above, you hereby waive (or if not waivable, agree not to assert) any rights of privacy or publicity, or any moral rights or other similar rights, with respect to Your Data. Company shall operate the Services in a manner that provides reasonable information security, consistent with generally accepted industry standards, for Your Data, using appropriate administrative, physical, and technical safeguards.
4. Aggregation. We may use Your Data to help develop and improve the Services. You agree that Company may analyze and process Your Data, and similar information of other Users, to create aggregated or anonymized statistics or data that do not identify you or any individual, and Company may during and after the term of this Agreement use and disclose such statistics or data in any manner in its discretion. These aggregated or anonymized statistics or data may be used by Company for any legal purpose, including for improving Company’s services and products or selling such statistics or data to third-party commercial entities.
5. Representations. You represent that you own all proprietary rights in Your Data or, with respect to any of Your Data you do not own, that you have the full authority and right to input and/or upload Your Data, and to grant the licenses and rights you have granted in this Agreement. You further represent that your inputting and/or uploading Your Data, and the exercise by us and other Users of the licenses and rights granted by you herein, shall not infringe any third-party intellectual property or proprietary rights; nor violate any rights of privacy or publicity; nor be defamatory, libelous, vulgar, profane, or obscene; nor violate any law or other right, privilege, or interest of any third-party. You specifically represent that you will not upload or transfer the personal or health information of any other individual through the Services unless you have obtained all authorizations that are required for the upload or transfer under applicable law (if any).
Our Ownership Rights.
1. Company Property. The Services, including as applicable all aspects of our websites, platforms, systems, and/or other technology or devices that interact with the Services (including Our Property, as defined below), are the property of, and owned by, Company or its licensors. All the software, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, and technology used to deliver the Services or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via or relating to, the Services is “Our Property.” For clarity, any formats, templates, methodologies, rules, algorithms, and software used to create Your Data are Our Property. Except as otherwise expressly permitted by this Agreement, any unauthorized or unapproved use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, decompilation, modification, reverse engineering, translation, or disassembly of Our Property is prohibited. You acknowledge that Our Property has been created, compiled, developed, and maintained by us at great expense of time and money such that misappropriation or unauthorized disclosure or use of Our Property by others for commercial gain would unfairly and irreparably harm us in a manner for which damages would not be an adequate remedy, and you consent to our obtaining injunctive relief to restrain any breach or threatened breach of this Agreement, without any requirement to post bond. You may be subject to criminal or civil penalties for violation of this paragraph.
2. Trademarks. The mark “Tonix” and any additional trademarked names and any associated logos, are registered or unregistered trademarks or service marks of Company or its licensors. You may not use them, or any of our other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits us, without our consent. The Services may also feature the trademarks, service marks, and logos of third-parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed through the Services, will inure solely to the benefit of their respective owners.
3. Permitted Purpose. Subject to the terms and conditions herein, we grant you the non-exclusive, limited, revocable right to access and use Our Property solely to the extent necessary for you to use the Services for your own personal purposes (your “Permitted Purpose”), as permitted by this Agreement. We reserve all other rights. For clarity and without limiting other obligations herein, Users shall not distribute or otherwise commercialize Our Property.
4. Infringement Claims. If you believe that any information or materials on or in the Services infringes your copyright, you (or your agent) may send us notice requesting that information or materials be removed. Notice must be provided in writing and must include: (i) a signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) identification of the copyrighted work that you claim has been infringed; (iii) the location of the work you claim is infringing (e.g., URL) or enough detail that we may find it; (iv) your name, address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Notices should be sent to: 26 Main Street, Suite 101, Chatham, NJ 07928.
Feedback. If you provide to us (directly or indirectly, and by any means) any comments, feedback, suggestions, ideas, complaints, or other submissions related to the Services (collectively “Feedback“), the Feedback will be the sole property of Company. You represent and warrant that any Feedback that you submit to us is original to you, made in compliance with applicable laws and does not violate any right of any third-party, including intellectual property rights. We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback. In particular, but not by way of limitation, we will be entitled to provide your Feedback to any federal or state government agency pursuant to any applicable rules or legal reporting requirements.
Warranty and Limitations of Liability.
1. WARRANTIES AND DISCLAIMERS. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. COMPANY, ITS SUPPLIERS, AND DISTRIBUTORS SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANITES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, NON-INFRINGEMENT, AND TITLE. NO WARRANTY IS MADE THAT THE SERVICES WILL BE TIMELY, SECURE, UNINTERUPTED, COMPLETE, OR ERROR-FREE. NO ADVICE OR INFORMATION YOU OBTAIN FROM US THROUGH THE SERVICES OR IN SUPPORT OF THE SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. FURTHER, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF OTHER USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICES. COMPANY HEREBY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OF THE SERVICES OR THIRD-PARTIES. In jurisdictions not allowing the limitation or exclusion of certain warranties, COMPANY’S warranty shall be limited to the greatest extent permitted by APPLICABLE law.
2. LIMITATION OF LIABILITY. NEITHER COMPANY NOR ITS VENDORS AND LICENSORS WILL HAVE ANY LIABILITY TO YOU OR ANY THIRD-PARTY FOR ANY LOSS OF PROFITS, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, INCLUDING USE OF THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF THE EXPRESS WARRANTIES PROVIDED ABOVE FAIL IN THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND IN THOSE JURISDICTIONS, COMPANY’S LIABILITY UNDER THIS AGREEMENT SHALL BE TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
Cloud Services. You acknowledge that the Services are, or may from time to time be, hosted by third-party cloud providers, which may change from time to time (the “Cloud Providers”), and that your use of the Services is subject to any applicable restrictions or requirements imposed by the Cloud Providers.
Other Third-Party Services. The Services may depend upon, interact with, or enable access to third-parties’ information, services, websites, platforms, systems, and/or other technology or devices (each, a “Third-Party Service”), which may in each case be accompanied by separate terms of use. We provide such links as a convenience, and do not control or endorse these websites, platforms, systems, and/or other technology or devices. We are not responsible for the content or transmission of any Third-Party Service or for ensuring that Third-Party Services are error and/or virus free. Use of each Third-Party Service may require that you accept its separate terms of use. You should comply with these separate terms of use when using the Third-Party Service and the Services.
Indemnity. You will indemnify and hold us, and our licensors, providers, contractors, and agents, harmless against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, and expenses (including attorneys’ fees) (collectively, “Liabilities”) arising out of or relating to (i) your access to, inability to access, use of, or alleged use of the Services (including the upload of Your Data to the Services), or your reliance on any content on or in the Services or other information found on or in the Services for any purpose; (ii) your violation of any condition, obligation, representation, or warranty set forth in this Agreement or any applicable law or regulation; (iii) your violation of any third-party right, including any intellectual property right, publicity, confidentiality, property, or privacy right; or (iv) any disputes or issues between you and any third-party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. Without limitation of the foregoing, if we receive a subpoena or similar requirement to disclose Your Data issued by any court or governmental authority, and we are not a party to the proceeding in question, you will reimburse us for our reasonable costs and expenses of complying with such subpoena, including time spent by our personnel and our attorneys at time and materials rates.
Privacy Policy. We operate the Services under our Privacy Policy, which is hereby incorporated into this Agreement. Each party shall comply with the Privacy Policy. A copy of the Privacy Policy is available online here: https://www.tonixpharma.com/privacy-policy/
Suspension and Termination. We generally reserve the right to pause or interrupt the Services at any time, and you should expect periodic downtime for updates to the Services. You may terminate this Agreement at any time by ceasing to use the Services. We reserve the right to suspend your account (if any) and/or access to the Services at any time if we believe you are in breach of this Agreement. We reserve the right to terminate this Agreement or to cease to offer the Services at any time on written notice to you (including by posting on the Services), for any reason or no reason. Any accrued obligations and remedies hereunder, and any other sections of this Agreement that by their nature should reasonably survive, shall survive the termination or expiration of this Agreement. We have no obligation to return any of Your Data to you upon termination, so you should retain copies of all of Your Data that you upload to the Services.
Modification of Services and Agreement. We reserve the right to modify, amend, add, change, discontinue, or remove (each a “Change”) any portion or functionality of the Services, or the Services as a whole, at any time, without notice. In the event of any such Change, we will provide general notice to you by posting on our websites or other systems. We encourage you to return to our websites and other systems from time to time to review this Agreement from time to time so you are aware of the most recent Changes. The “last updated” date indicated below reflects when this Agreement was last revised. You agree that your continued use of the Services constitutes your ongoing agreement to the as-amended version of this Agreement which is in effect at the time you use the Services. If you do not agree to any amended version of this Agreement that we publish, you must terminate your account and cease using the Services.
Dispute Resolution.
1. In General. We will attempt to resolve disputes with Users to their satisfaction. If, however, a matter arises that cannot be resolved promptly between you and us, you agree that any disputes arising out of or relating to the Services or this Agreement (including the validity and scope of the agreement to arbitrate and any disputes with other Users of the Services) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”), and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA. You agree that the arbitration shall be held in the State of New York, unless the AAA or the arbitrator shall determine that venue in such location is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both you and us. You agree that, if the AAA shall be unavailable or decline to administer the arbitration, and the parties do not agree on a substitute, a substitute administrator or arbitrator shall be appointed by a court. The arbitrator may render early or summary disposition of some or all issues, after the parties have had a reasonable opportunity to make submissions on these issues. At Company’s option, this provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets (collectively, “IP Claims”). In addition, you or we may elect to bring an individual claim in a small claims court, but we do not hereby agree to any personal jurisdiction that is otherwise lacking.
2. Class Action Waiver. You agree that any dispute resolution proceeding shall be limited to the dispute between Company and you, individually. To the full extent permitted by law, (i) no dispute resolution proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Governing Law and Jurisdiction. The Services are controlled by Company from its offices in the State of New York. This Agreement will be construed according to, and the rights of the parties will be governed by, the laws of the State of New York, without reference to its choice of law provisions. If there is a dispute between you and us that is not resolved according to the dispute resolution requirements herein, you expressly agree that exclusive jurisdiction and venue reside in the state and federal courts located in the State of New York.
Force Majeure. In no event will we be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside our reasonable control.
Compliance with Laws. Company provides the Services for use by persons located in the United States. However, Company makes no representation, claim, or guarantee that the Services or any of its content are accessible or appropriate or legal under the laws of a particular state or jurisdiction within the United States or outside of the United States. You are solely responsible for reviewing and understanding the laws of the state or jurisdiction in which you are located and determining whether it is permissible for you to access the Services and engage in the features offered through the Services. You may not use or export the Content in violation of United States export laws and regulations. By accessing the Services, you acknowledge that you are doing so on your own initiative and are solely responsible for compliance with any laws that apply to you, including but not limited to laws that relate to reproductive health services.
Miscellaneous Provisions.
1. Waiver. No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions, or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or agreement herein. No waiver will be binding on us unless made in an express writing signed by us.
2. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.
3. Entire Agreement. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements, or representations, whether written or oral, regarding such subject matter. Company is permitted to assign, transfer, and subcontract its rights and/or obligations under this Agreement without any notification; however, this Agreement, and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third-party without our prior written consent in our sole discretion. Any purported assignment, transfer, or delegation without such consent will be null and void. We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion.
4. Binding Effect. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns. This Agreement may be approved or executed electronically, and your electronic assent or use of the Services shall constitute approval or execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes. There shall be no third-party beneficiaries to this Agreement.
5. Headings. As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes,” or “including” shall not be limiting and “or” shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement.
Questions. If you have any questions regarding this Agreement, please call us at (862) 799-8599 or email us at relations@tonixpharma.com