Terms & Conditions

Use and Accuracy of Information

Although RepliCel uses reasonable commercial efforts to ensure that the information contained on this website is accurate, RepliCel does not warrant or make any representation regarding the accuracy or completeness of any information or data provided on this website.Information contained on this website is subject to change at any time and in any manner whatsoever

Forward-Looking Statements

This website contains forward-looking statements. Generally, forward-looking statements can be identified by the use of forward-looking language such as “plans ”, “expects”, “budgets”, “schedules”, “estimates”, “forecasts”, “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, the following statements: RepliCel having a roster of ongoing discussions with potential partners, a select few of which have now matured into due diligence and negotiations, one or more of which will lead to further partnerships in 2018; that RepliCel’s cell therapy and injection technologies will improve a user’s look and health; that RepliCel will launch next phase clinical trials for its products; that RepliCel will generate revenue as it prepares for the first commercial launch of one of its products; that RepliCel will complete the transaction with YOFOTO for financing RepliCel’s programs in Greater China, and that YOFOTO will provide significant capital to execute RepliCel’s programs elsewhere through 2019; that YOFOTO will fund RepliCel’s programs in Greater China resulting in the generation of clinical data and commercialized products; that RepliCel will receive further non-dilutive milestone and royalty payments as part of the YOFOTO transaction; that YOFOTO will become a commercial partner for the injector device; the launch of tendon repair (RCT-01) and skin rejuvenation (RCS-01) clinical trial activity in Hong Kong and/or Mainland China funded by YOFOTO; that RepliCel will launch a Phase 2 trial for hair growth product (RCH-01); that RepliCel’s tendon repair (RCT-01) product will be able to regenerate tendon tissue (measured by ultrasound imagery), restore blood flow, decrease pain, and increase function in those patient's suffering from chronic tendinopathy; that its skin rejuvenation (RCS-01) product will be able to generate new, healthy tissue under the skin to improve its appearance and that the skin rejuvenation (RCS-01) product will significantly impact the biological markers related to aging skin and rejuvenate the tissue layer under the skin which is critical to its youthful appearance; that RepliCel will complete commercial-grade prototypes for the RCI-02 dermal injector; the filing of a CE-mark application for the dermal injector seeking the regulatory marketing approval needed to commercially launch the device in Europe and Hong Kong;that the dermal injector can be used in the near term on a commercial basis to improve the injection of hyaluronic acid-based dermal fillers and to significantly expand the number of hyaluronic acid-based dermal injection procedures currently performed; that the overall benefits of the dermal injector will include: delivering of a variety of injectable substances, enabling broad, shallow injections for fine wrinkles, increasing precision and ease of application, improved control and delivery, increased surface area coverage, quicker procedure times, a reduction in use of local anaesthetics, less pain and bruising and improved consistency of results; that RepliCel will obtain clinical data from the clinical research being funded by Shiseido in Japan and data from the research program at UBC; and that Shiseido will launch the hair growth product (RCH-01) in Japan in the near-term.

These statements are only predictions and involve known and unknown risks which may cause actual results and RepliCel’s plans and objectives to differ materially from those expressed in the forward-looking statements, including: risks related to RepliCel and YOFOTO being able to negotiate and enter into the definitive agreements required for the transaction with YOFOTO; risks related to RepliCel obtaining the approval of the TSX-V and its shareholders for the completion of the transaction with YOFOTO; risks related to YOFOTO obtaining consent for the transaction from the required parties and applicable regulatory authorities; risks that RepliCel’s products may not perform as, or have the benefits, expected; risks that RepliCel’s products may not be accepted and adopted by the public; the risk that RepliCel will not obtain CE mark clearance for its injector device; the risk that there will be delays enrolling clinical trial participants or commencing any clinical or research programs for any of its products; the risk that RepliCel will receive negative results from RepliCel’s clinical trials; the effects of government regulation on RepliCel’s business; risks associated with RepliCel obtaining all necessary regulatory approvals for its various programs; risks associated with RepliCel’s ability to obtain and protect rights to its intellectual property; risks and uncertainties associated with RepliCel’s ability to raise additional capital; and other factors beyond RepliCel’s control. Although RepliCel believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such statements 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. Further, any forward-looking statement speaks only as of the date on which such statement is made and, except as required by applicable law, RepliCel undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of such factors on RepliCel’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Readers should consult all of the information set forth herein and should also refer to the risk factor disclosure outlined in RepliCel’s annual report on Form 20-F for the fiscal year ended December 31, 2016 and other periodic reports filed from time-to-time with the Securities and Exchange Commission on Edgar at www.sec.gov and with the British Columbia Securities Commission on SEDAR at http://www.sedar.com/.

Internet Communications

The Internet is not a fully secure medium and any communication may be lost, intercepted, corrupted or altered. RepliCel is not liable for any damages resulting from the transmission, interception, corruption, or alteration of communications to or from this website. Any information voluntarily given to RepliCel via the website is deemed to be given consensually. You agree that the information you provide to RepliCel is non-confidential, truthful, legal and does not violate the rights of others and you consent to RepliCel using, distributing, reproducing or disclosing it for any purpose. Except as required by applicable laws, RepliCel undertakes no obligation of any kind concerning the information you provide to RepliCel via this website. The information is deemed to be non-proprietary and RepliCel may use any ideas, concepts, know-how or techniques for any purpose. RepliCel may collect statistical information about visits to this website including hits, visits, pageviews, most frequented pages, most popular pages, time of day, day of week and date.

Due to technical difficulties inherent in the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this website. RepliCel takes reasonable precautions to ensure that this website is free from computer viruses, however it is recommended that the user install and use appropriate anti-virus or other protective software. RepliCel disclaims liability for any computer viruses or other destructive programs that may be inadvertently downloaded from this website.

Links to Third Party Websites

This website includes 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 RepliCel’s website. 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 RepliCel 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.

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 RepliCel. This information is not intended to be a comprehensive review of all matters and developments concerning RepliCel. 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 RepliCel. 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 RepliCel. 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 RepliCel. 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.

Copyright and Trademarks

All of the content on or made available via this website, including without limitation all of the page headers, images, illustrations, graphics, audio clips, video clips, multimedia clips, interfaces and text (collectively “Material”) is the property of RepliCel—as are all related trade-mark, copyright, patent and/or other intellectual property rights.

The Material is protected under copyright, trade-mark and other laws of Canada and other countries, and RepliCel owns all copyright in the selection, co-ordination, arrangement and enhancement of the Material.

Any unauthorized use, including re-publication, unauthorized downloading, copying or modification of the information on this website, including design marks, logos, trademarks and tradenames, may violate RepliCel’s copyright, trademark or other proprietary rights and may result in legal action.

Eligibility

You hereby represent and warrant that, and you will use this website only if, you:

  • are of the age of majority in your province or jurisdiction of residence; and
  • can lawfully enter into and form contracts in accordance with local laws.

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, without any notice or liability.

Permitted Use of the Website; Prohibitions

You may use this website only for lawful purposes and in accordance with these Terms and Conditions. You agree not to:

  • use this website in any way that violates any applicable federal, provincial, local or international law or regulation (including, without limitation, any laws regarding the export of data to and from Canada or other countries);
  • submit false information to us or our third party providers while using this website;
  • use this website to send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms and Conditions;
  • to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail", "chain letter" or "spam" or any other similar solicitation on this website; and
  • to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of this website, or which, as determined by us, may harm RepliCel or users of this website or expose them to liability.

You may download, print and store selected portions of the Material provided that you: (a) only use these copies of the Material for your own personal, non-commercial use; (b) do not copy or post the Material on any network computer, or broadcast or redistribute the Material in any media or through any other channel; (c) do not modify or alter the Material in any way; and (d) do not delete, obscure or change any copyright, trade-mark or other proprietary notice contained in the Material.

Any use of any of the Material (whether in whole or in part) is strictly prohibited, except only and to the limited extent expressly permitted above.Without limiting the foregoing, you must not frame, mirror, scrape, or mine any of the Material except with our prior written consent.You may not use any robot, spider, other automatic device or manual process to monitor or copy web pages or the Material.You may not, whether directly or indirectly, use any device, software or routine or otherwise interfere or attempt to interfere with the proper working of this website or solicit or otherwise attempt to collect, store or otherwise disseminate passwords.You will not take any action that places a disproportionately large load on the infrastructure of this website.You may not introduce any viruses, Trojan horses, worms or other materials that are technologically harmful.You may not use this website for any activities other than those expressly authorized by us under this Agreement.We reserve the right, at our sole discretion, to terminate access by any user who is using, or RepliCel has reasonable grounds to believe is using, this website in violation of this Agreement.

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 and Conditions. However, we have no obligation to do so. We are not responsible for any content shared through this website.

Any Material and this website are provided “as is”, “where is” and “as available”, without representations or warranties of any kind. TO THE FULL EXTENT PERMITTED BY LAW, REPLICEL, 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 does it 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.

Limitation of Liability

Your use of this website is undertaken at your own risk. Under no circumstances will RepliCel be liable for any claims, expenses, loss of profits or damages (including direct, indirect, special or consequential damages) arising from the use of this website, including, but not limited to:

  • the use or reliance on information contained in this website;
  • any error or omission in such information or failure to update information in a timely manner;
  • use of third party websites linked to this website;
  • any Internet software used in connection with this website, computer viruses or other destructive programs encountered as a result of using this website; or
  • any other matters related to this website; even if RepliCel is made aware of the possibility of such claims, expenses, damages or losses.

RepliCel has made all reasonable efforts to provide accurate information on this website. However, we cannot and do not warrant the accuracy, completeness or timeliness of the information contained on this website. In addition, some of the information contained in this site is time sensitive and one should not assume the information contained herein is accurate or current as of any date, other than the date indicated. We disclaim any duty to update such information. Nothing contained in this website constitutes investment advice and any decisions based on information contained in this site are the sole responsibility of the visitor. UNDER NO CIRCUMSTANCE WILL REPLICEL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE OR A LINKED SITE, OR A USER’S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITE, OR OBTAINED FROM A LINKED SITE. ALL CONTENT INFORMATION AND MATERIALS CONTAINED IN THIS SITE ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND/OR ACCURACY. 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.To the extent that any exclusion of warranties or limitations of liability do not apply in certain jurisdictions, you agree our liability shall be limited to the maximum extent permitted under applicable laws.

Indemnification

You agree to indemnify and save harmless RepliCel, 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 this Agreement. 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 this Agreement.

Governing Law and Courts; Timing of Claims

This Agreement and your use of this website will be governed by and interpreted exclusively in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable in British Columbia, 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 Province of British Columbia, Canada, and that this website will be deemed to be passive in nature and not giving rise to personal jurisdiction over us in jurisdictions other than the Province of British Columbia. You consent and submit to the exclusive jurisdiction of the courts located in the Province of British Columbia in all disputes arising out of, or relating to, your use of, or inability to use, this website and this Agreement. 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 use of this website or this Agreement must be commenced in a court of competent jurisdiction in the Province of British Columbia within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred.

Force Majeure

RepliCel shall be excused from performance under these Terms and Conditions if RepliCel is prevented, forbidden or delayed from performing, or omits to perform, any act or requirement under these Terms and Conditions by reason of: (a) any provision of any present or future law or regulation, (b) any act or omission of a third party, or (c) any act of God, emergency condition, war, computer or telecommunications or other technological failure or other circumstance beyond the control of RepliCel.

Notices

RepliCel 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.All communications made pursuant to or in connection with this Agreement will be in English.If this Agreement is translated into a language other than English, the English version will control its interpretation.

Waiver

No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.

Enurement

The provisions of this Agreement will enure to the benefit of and be binding upon each of RepliCel and its successors and assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without our express prior written consent which may be withheld in our sole discretion. We may assign this Agreement and its rights and obligations under this Agreement without your consent or notice to you.

Modifications and Updates to These Terms and Conditions

We reserve the right to unilaterally update or modify this Agreement at any time and from time to time.As such, please review these Terms and Conditions each time you use 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

The terms of this Agreement are severable. If any provision of this Agreement 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 other remaining provisions.

Other Jurisdictions

Use of this website is unauthorized in jurisdictions that do not give effect to this Agreement 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.

Entire Agreement

This Agreement, together with those documents incorporated or referred to herein, constitute the entire agreement between you and us relating to your use of this website and Material, and supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and cannot be amended or modified except by our express and explicit agreement to modify this Agreement in writing, or by us making such amendments or modifications available to you pursuant to a modification of this Agreement as permitted herein. No employee or agent of RepliCel has the authority to vary this Agreement. In the event of a conflict between the provisions of these Terms and the provisions of any other document or agreement incorporated or referenced herein, these Terms will govern to the extent of the inconsistency.

Last revised: February, 2018