Terms of Use

Last Updated: March 2022

FOR U.S. RESIDENTS ONLY.

Tonix Pharmaceuticals, a division of Tonix Pharmaceuticals Holding Corp. (“Tonix,” “we,” “us,” or “our”) welcomes you. Tonix is a clinical-stage biopharmaceutical company focused on discovering, licensing, acquiring and developing therapeutics and diagnostics to treat and prevent human disease and alleviate suffering. These terms of use (“Terms of Use”) relate to our website located at https://www.tonixpharma.com/ (the “Website”). We may update these Terms of Use from time to time with or without notice to you. By accessing and/or using the Website, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use and the terms and conditions of our Privacy Policy , which are hereby incorporated by reference (collectively, this “Agreement”). If you do not agree to any of these terms, then you are not permitted to use the Website.

If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

No Medical Advice

Our Website is intended to provide information regarding Tonix. It is not intended to provide information regarding specific treatments and is not intended as a place to report product side effects associated with the use of prescription drugs from any company. You acknowledge and agree that Tonix does not itself provide any form of medical care, medical opinion, medical advice, diagnosis, or treatment, and that Tonix does not evaluate the need to seek medical attention, through the Website. The content of the Website is for informational purposes only, and the provision of such content does not create a doctor-patient relationship, and does not constitute a medical opinion, medical advice, or diagnosis or treatment of any particular condition. The content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. You should always seek the advice of your physician or other qualified healthcare provider with any questions you may have regarding a medical condition. If you think you have a medical emergency, call your doctor or 911 immediately. Reliance on any information on this Website is solely at your own risk.

Financial Information

Tonix 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 any financial regulatory bodies. The information contained herein has been provided as an information service only. The accuracy or completeness of the information is not warranted and is only as reliable as the sources from which it was obtained. Investors are cautioned that they may lose all or a portion of their investment in this or any other company.

This Website contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” and “intend,” among others. These forward-looking statements are based on Tonix’s current expectations and actual results could differ materially. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking 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; delays and uncertainties caused by the global COVID-19 pandemic; and substantial competition. As with any pharmaceutical under development, there are significant risks in the development, regulatory approval and commercialization of new products. Tonix does not undertake an obligation to update or revise any forward-looking statement. Investors should read the risk factors set forth in the Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2022, and periodic reports filed with the SEC on or after the date thereof. All of Tonix’s forward-looking statements are expressly qualified by all such risk factors and other cautionary statements. The information set forth herein speaks only as of the date thereof.

Health Information

This Website may contain information on medical and health-related topics. We do not offer personalized medical advice or patient-specific treatment advice. This information is not meant to be a substitute for the advice provided by your own physician or other medical professional. You should not use this information for diagnosing a health problem or disease but should always consult your own physician. You should not rely on this website or any other service offered by or through this website for medical diagnosis or treatment.

Clinical Trial Information

Tonix is developing innovative prescription medications for challenging disorders, generally targeting conditions characterized by unmet medical need, inadequate existing treatment options, and high dissatisfaction among both patients and physicians. Tonix is developing new formulations that have been optimized for new therapeutic uses.

For more information about Clinical Trials, please go to ClinicalTrials.gov and search for “Tonix”.

Use Only in and for the United States

The information on this Website is intended for use only by stakeholders, patients, health care providers and others in and for the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access or use the Website or any Content from outside of the United States, you do so at your own risk.

Whether inside or outside of the United States, you are responsible for compliance with local, national or international laws, including, without limitation, securities laws, controlled substances laws, and import and export laws. In particular, you understand that the Website, the Content, or both may not be available in all jurisdictions and that you are responsible for ensuring that it is lawful for you to access and use the Website and the Content in your jurisdiction. Discussion or display of any products or businesses, on this Website is not an endorsement of the use or possession of such items. If you reside in a jurisdiction where it is forbidden by law to participate in the activities offered by or related to the Website or any Content, you may not: (i) enter into this Agreement; or (ii) access or use the Website or the Content.

Guidelines

By accessing and/or using the Website, you hereby agree to comply with the following guidelines:

You will comply with all applicable laws in your use of the Website and will not use the Website for any unlawful purpose;
You will not upload, post, e-mail, transmit, or otherwise make available any content that:
- infringes any copyright, trademark, right of publicity, or other intellectual property or proprietary rights of any person or entity; or
- is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, promotes illegal activity, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
- discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information, except as otherwise permitted under this Agreement.
You will not access or use the Website to collect any market research for a competing businesses;
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Website;
You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Website;
You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Website;
You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Website, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
You will not interfere with or attempt to interrupt the proper operation of the Website through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Website through hacking, password or data mining, or any other means.

We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Website, or any portion thereof, without notice.

Intellectual Property

We retain all right, title and interest in and to the Website, all software and other technology relating to any of the foregoing, all any content or materials made available through any of the foregoing, together with all intellectual property rights embodied therein (“Content”). The Content may be owned by us or our licensors, and is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other intellectual property rights or laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement and the functionality of the Services. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary or legal notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content outside the Site and the Tonix Portals or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access the Site, the Content and/or the Services automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of Tonix (the “Tonix Trademarks”) used and displayed on the Website are registered and unregistered trademarks or service marks of Tonix. Other company, product, and service names located on the Site and the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Tonix Trademarks, the “Trademarks”). Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Tonix Trademarks inures to our benefit.

Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

No Warranty or Guarantee; Limitation of Liability

THIS WEBSITE AND THE CONTENT IS PROVIDED STRICTLY “AS IS, WHERE IS.” TONIX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO INFORMATION CONTAINED ON THIS WEBSITE, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, CREATED BY LAW, CONTRACT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. TO THE EXTENT THAT TONIX AND TONIX’S SUPPLIERS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITE, THE CONTENT OR ANY RELATED SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITE, THE CONTENT OR ANY RELATED SERVICES SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

THE WEBSITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE WEBSITE. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO WEBSITE AT ANY TIME WITHOUT NOTICE.

Indemnification

You will indemnify, defend, and hold Tonix and its shareholders, members, officers, directors, employees, agents, and representatives (collectively, “Tonix Indemnitees”) harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, “Losses”) incurred by any Tonix Indemnitee in connection with a third-party claim, action, or proceeding (each, a “Claim”) arising from (i) your breach of this Agreement; (ii) your misuse of the Website and/or the Content; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or privacy right; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise.

Termination of the Agreement

We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Agreement and/or your access to all or any part of the Website, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website at any time without prior notice or liability.

Binding Arbitration

In the event of a dispute arising under or relating to this Agreement, and/or the Website (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 20 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or 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.

Equitable Relief

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York, Borough of Manhattan for purposes of any such action by us.

Governing Law and Jurisdiction

Tonix reserves its right to any remedy available at law or equity in the event of your breach of this Agreement. The Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. You agree that you will bring any legal action or proceeding arising from, or relating to, your access to, or use of, the website exclusively in a state court in New Jersey or in the U.S. district court for the District of New Jersey. You agree to submit to the jurisdiction of, and agree that venue is proper in, such courts in any such legal action or proceeding.

Links to Other Sites

The Website may provide links to other websites, which are maintained by third parties over whom Tonix has no control. These links are provided for your convenience only and the presence of such links does not mean that Tonix endorses, recommends or represents them in any way. Tonix does not control, and is not responsible for, any such sites or their content. Tonix disclaims all warranties, expressed or implied, as to the accuracy, legality, reliability or validity of any content of such sites.

Prohibited Transmissions

Certain areas of this Website enable you to submit emails, or subscribe to company information newsletters. Tonix does not endorse, and specifically disclaims, any responsibility or liability for any content in any such submission. You may not post, submit or transmit any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or otherwise violate any law. You are prohibited from posting, submitting or transmitting any information which (i) infringes or may infringe any right of another, including privacy or publicity, (ii) is protected by copyright, trademark or other proprietary right, unless with the express written permission of its owner, or (iii) contains a virus, bug, worm or other harmful content. You shall be solely liable for any damage resulting from any post, submission or transmission you make. While visiting or using this Website, you agree not to frame, repackage, or otherwise use any portion of this Website to create derivative works without the express permission of Tonix. In addition, no graphics available from this Website are to be used separate from accompanying text. It is a violation of the Terms of Use to transmit software viruses, Trojan horses, worms, time bombs or any other computer code or files or disabling mechanisms that are designed to disrupt, damage or limit the functioning of any software, hardware, telecommunications equipment, or anything that interferes with the operation of this Website.

Use of Personal Information

Your use of the Website may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy (located at https://www.tonixpharma.com/privacy-policy/), which is hereby incorporated by reference in its entirety.

Communications to Us

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Website and our services (“Feedback”). Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.

Social Media Policy

Please note that Tonix is not affiliated with Twitter, Facebook, LinkedIn or Google and has no control over how these and other third-party sites use the information you share. If you participate in these or other social networking sites, you should be familiar with their respective privacy/security policies, be knowledgeable about how account settings work, and be aware of how user information can be displayed and used throughout these social networking sites. Please remember for your own security, you should never communicate any personal or account information using these channels. Your use of Tonix social media channels indicates that you have read these Terms of Use, as well as the guidelines and terms noted on each individual channel (e.g., the Facebook Community Guidelines). All content distributed through Tonix social media channels are intended for U.S. residents only. Whenever a third party posts content to our social media properties, this information remains the responsibility of the party submitting the content and does not represent Tonix viewpoints. Content posted on Tonix social media channels should not be considered a recommendation of personalized advice.

Miscellaneous

If the Agreement is terminated in accordance with the termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Communications to Us,” “No Warranty or Guarantee; Limitation of Liability,” “Indemnification,” “Use Only in and for the United States,” “Termination of the Agreement,” “Governing Law and Jurisdiction,” and “Miscellaneous.”

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, the Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

Location and Contact
We are located at:
26 Main Street – Suite 101
Chatham, NJ 07928

(862) 799-8599 tel
(862) 904-8163 fax
investor.relations@tonixpharma.com

If you have specific questions about the products we are developing or are an investor, please contact us.