Terms of Use

These Terms of Use (“Terms”) explain the contractual relationship between you and Coeptis Therapeutics (“Company,” “us,” “our” or “we”), regarding your use of, and access to, our website located at www.coeptis.com (the “Website”) and the products, services and offerings made available to you through the Website, including without limitation all features and functionality thereof and updates thereto and all Content made available through the Website (together with the Website, the “Services”). These Terms include our Privacy Policy and together with the Privacy Policy govern your access to and use of the Services.

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, INCLUDING ANY MODIFICATIONS TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SERVICES.

IMPORTANT: THESE TERMS CONTAIN PROVISIONS THAT GOVERN THE RESOLUTION OF CLAIMS BETWEEN YOU AND THE COMPANY, INCLUDING THE REQUIREMENT THAT YOU RESOLVE ANY DISPUTES YOU HAVE WITH US THROUGH FINAL AND BINDING ARBITRATION. PLEASE SEE THE DISPUTES CLAUSE IN SECTION 15 BELOW FOR MORE INFORMATION.

1. Medical Information

The Services may contain general information relating to various medical conditions and respective treatments. Such information is provided for informational purposes only and is not meant to be a substitute for advice provided by a doctor or other qualified health care professional. Patients should not use the information contained herein for diagnosing a health or fitness problem or disease. Patients should always consult with a doctor or other health care professional for medical advice or information about diagnosis and treatment.

2. Forward-Looking Statements

The Services may contain “forward-looking statements” within the meaning of the U.S. federal securities laws, including statements about our financial and operating performance, business plans and prospects, in-line products and products in development, strategy, future operations, future financial position, projected costs, prospects, clinical and regulatory timelines, and other statements that are not historical facts. Forward-looking statements are based on our current expectations, estimates, assumptions and projections and involve substantial known and unknown risks and uncertainties. Actual results could differ materially from the expectations and projections set forth in any forward-looking statements.

Words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “forecasts,” “potential,” “continue,” “seek,” and similar expressions (or their negatives) are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Such risks and uncertainties include, among other things, the uncertainties inherent in pharmaceutical and biotechnology research and development; decisions by regulatory authorities regarding whether and when to approve drug applications and supplemental drug applications, as well as their decisions regarding labeling and other matters that could affect the availability or commercial potential of certain products; our ability to obtain and maintain necessary regulatory approvals; competitive developments; our ability to successfully develop, manufacture and market both new and existing products; challenges to the validity and enforcement of our patents and other intellectual property; our ability to obtain additional financing as needed; trends toward managed care and health care cost containment; governmental laws and regulations affecting health care, including without limitation regarding pharmaceutical product access, pricing and reimbursement; risks related to our reliance on third parties; our ability to attract and retain key personnel; general economic, market and industry conditions, such as interest rate and foreign currency exchange rate fluctuations; and other risks and uncertainties described from time to time in our filings with the U.S. Securities and Exchange Commission (“SEC”).

A further list and description of these and other risks, uncertainties and other matters can be found in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, all of which are available through the “Investors” section of the Services or at www.sec.gov. You should not place undue reliance on any forward-looking statements, which speak only as of the date they are made. We assume no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by applicable law.

3. User Obligations

To use the Services, you must be at least 18 years of age.

In using the Services, you agree that you will not:

• Impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity, or provide inaccurate information;
• Act in a deceptive or fraudulent manner;
• Violate or attempt to violate the security of the Services;
• Violate any applicable international, federal, state or local laws, regulations, rules, ordinances, statutes, requirements, codes or orders of any governmental or judicial authorities;
• Include anything in content provided by you that is threatening, deceptive, misleading, unlawful, harassing, discriminatory, libelous, defamatory, obscene, or otherwise offensive; in violation of anyone’s right of privacy, publicity or other rights; in violation of any contractual or fiduciary obligations; or infringing on any intellectual property rights of any person;
• Reverse engineer, decompile or disassemble any portion of the Services, or take any information of any other person from the Services;
• Link to or mirror any portion of the Services;
• Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise mining any portion of the Services;
• Unduly burden or interfere with the functionality of the Services; or
• Remove, circumvent, disable, damage or otherwise interfere with security features of the Services.

4. User Content

The Services may allow you to submit text and other material (“User Content”). You are responsible for your User Content, including its accuracy, legality, reliability, and appropriateness.

By posting User Content on or through the Services, you represent and warrant that:

• You own the User Content and have the right to use it and to grant us the rights and license as provided in these Terms;
• The submission of User Content does not violate the privacy rights, publicity rights, contract rights, intellectual property rights or any other rights of any person;
• The submission of User Content does not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of publicity or privacy, or violate any law or regulation;
• The User Content is not defamatory, does not constitute trade libel or product disparagement, and is not unlawfully threatening, harassing, obscene, or pornographic;
• The User Content does not contain any false, inaccurate, or misleading statements or information; and
• The User Content does not contain any computer programming routines such as viruses, Trojan horses, time bombs, or other malicious code or programs that may damage or interfere with the operation of any system, or unlawfully intercept any data or personal information.

You understand and agree that we do not verify or vouch for any User Content and if we determine in our sole discretion that any User Content is inaccurate, was submitted or uploaded without authorization, or otherwise does or may violate these Terms or applicable laws, we reserve the right, at any time, without prior notice and without limiting any and all other rights we may have, at law or in equity, to (a) modify, refuse, or remove the User Content; (b) revoke the applicable user’s right to use the Services; and/or (c) use any technological, legal, operational, or other means available to us to enforce the provisions of these Terms, including, without limitation, blocking specific IP addresses or deactivating the applicable user’s registration.

By submitting User Content using the Services, you grant us the irrevocable, perpetual, non-exclusive, transferable, fully-paid, worldwide right and license to use, copy, publicly perform, modify, reformat, translate, excerpt, display, reproduce, transmit and distribute User Content for any purpose on and in connection with the Services, including in promotions for the Services and other businesses with which we have a commercial relationship. This license includes the right for us to make User Content available to other users of the Services, who may also use User Content subject to these Terms.

5. Intellectual Property Rights/Ownership

Subject to your compliance with these Terms, you may access and use the Services on a computer, tablet device or mobile phone that you own or lawfully control. All materials contained on, in, or available through the Services, including all text, designs, trademarks, logos, audio clips, photographs, images, videos, graphics, data, information, source code, software compilations, and other materials, including the selection and arrangement thereof (“Content”) are protected by copyright, trademark, trade dress, patent and other intellectual property laws and may not be copied or imitated in whole or in part by you, unless as explicitly stated under these Terms. All copyrights, trademarks, service marks, trade dress, patent and other intellectual property rights, and all derivative works thereof inherent in or appurtenant to the Content, whether registered or not, are our sole property or the property of our third-party contributors. Unless expressly granted herein, all rights in and to the Content are reserved to us and our third-party contributors.

6. Disclaimer Regarding Content

WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF ANY CONTENT AVAILABLE THROUGH THE SERVICES AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON SUCH CONTENT. YOU ARE SOLELY RESPONSIBLE FOR ENSURING ANY INFORMATION YOU RECORD IN THE SERVICES IS ACCURATE AND COMPLETE.

You understand that certain features of the Services may use automated tools, algorithms or artificial intelligence to generate or present information or content. Such outputs are provided for informational purposes only and are not a substitute for your own judgment or for professional advice (including medical, legal, financial or other professional advice). We do not guarantee that any such outputs will be accurate, complete, or fit for your particular use.

7. Limitations

You may not create, develop, license, install, use, or deploy any third-party software or services to circumvent, enable, modify or provide access, permissions or rights to work around any technical limitations in the Services. You may not copy (except as expressly permitted by these Terms) or publish the Services in whole or in part for others to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, or modify, or create derivative works of the Services, or any updates, or part thereof. Any attempt to do so is a violation of our rights. If you breach this restriction, you may be subject to prosecution and damages. You may not use the Services in any manner not specifically authorized hereunder or in any way that is against any applicable laws or regulations.

8. Comments, Feedback and Suggestions

You acknowledge that any comments, feedback, suggestions, ideas, pictures, video, etc. (collectively, “Feedback”) disclosed, submitted or offered to Company shall remain the exclusive property of Company and may be used by Company in any medium and for any purpose without obtaining your specific consent. Company is not under any obligation to maintain your name or Feedback in confidence, to pay you any compensation for any Feedback submitted, or to respond to any of your Feedback. You agree that you will be solely responsible for the content of any Feedback you make.Ad 5 — Primary Hero

9. Changes; Service Updates and Limitations

The Services change frequently, and their form and functionality may change without prior written notice to you. We may provide updates (including automatic updates) for certain Services at our discretion, including without limitation upgrades, modifications, patches, error corrections and patches. Updates may also include removal or addition of certain features or functionalities of the Services.

You acknowledge and agree that the Services may not operate properly if you do not install updates, and you expressly consent to automatic updates. You also agree that these Terms will apply to all updates.

We have no obligation to provide updates or to continue to provide or enable any particular features or functionality of any portion of the Services. We reserve the right to impose limits on certain Services or restrict your access to all or part of the Services without notice or liability.

10. Suspension; Termination

We may terminate your access to the Services, without notice, for conduct we believe violates these Terms, our policies, or is harmful to our business interests.

We also reserve the right to suspend or cease providing the Services, with or without notice, and we shall have no liability or responsibility to you if we do so. This includes without limitation the right to refuse service, remove or edit User Content and Content, and/or cancel orders in our sole discretion.

If your access to the Services is terminated, you will remain personally liable for any orders you placed or charges or other liabilities incurred by you prior to such termination.

11. Third-Party Content

The Services may contain links to other websites, applications, resources or services operated by third parties, as well as third-party content that we do not own or control (collectively, “Third-Party Content”). These links and references are provided solely for your convenience. We do not undertake any obligation to review, monitor or maintain any Third-Party Content and do not make any representations or warranties with respect to any Third-Party Content, including without limitation its accuracy, completeness, legality, appropriateness, security, or any other aspect.

If you decide to access any Third-Party Content, you do so entirely at your own risk. Your use of Third-Party Content is subject to the terms and conditions, privacy policies and practices of the applicable third parties, and we are not responsible or liable for any information, materials, products, services or other content available on or through such Third-Party Content, or for any damages or other losses arising out of or relating to your use of or reliance on them. The inclusion of any link or reference to Third-Party Content does not imply any endorsement, sponsorship, affiliation, recommendation, or approval by us.

You agree not to link to, frame, or mirror any portion of the Services, or otherwise associate the Services or any Content with any Third-Party Content, without our express prior written consent. We reserve the right to withdraw any permission to link to the Services at any time, in our sole discretion.

12. Disclaimers; Disclaimers of Warranties

THE SERVICES ARE MADE AVAILABLE BY US “AS IS,” WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, UNINTERRUPTED USE, ACCURACY OR RELIABILITY, ARE SPECIFICALLY EXCLUDED AND EXPRESSLY DISCLAIMED. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. YOU ASSUME ALL RISK AS TO THE QUALITY, ACCURACY, SUITABILITY, AVAILABILITY AND PERFORMANCE OF THE SERVICES AND ACKNOWLEDGE THAT THE SERVICES MAY BE CHANGED FROM TIME TO TIME IN OUR SOLE DISCRETION. WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR ANY WEBSITE REFERRED OR LINKED TO HEREIN IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE WEBSITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SET FORTH IN THESE TERMS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

WITHOUT LIMITING THE FOREGOING, ANY MEDICAL, HEALTH OR SCIENTIFIC INFORMATION PROVIDED THROUGH THE SERVICES IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR LIMIT ANY RIGHT OR REMEDY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13. Indemnification

By using the Services, you agree to defend, indemnify and hold us, our affiliates, partners, officers, members, directors and employees harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Services including without limitation the creation, placement or transmission of any message, information, software or other materials through the Services by you or related to any violation of these Terms by you (collectively, “Indemnified Matters”). We shall control the defense of any Indemnified Matters through counsel of our choice.

14. Limitation of Liability

IN NO EVENT WILL WE OR OUR AFFILIATES BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, BUSINESS INTERRUPTION, OR OTHER INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR CLAIMS (WHETHER IN CONTRACT, IN TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE WEBSITE OR CONTENT (INCLUDING, BUT NOT LIMITED TO, USER CONTENT, THIRD-PARTY CONTENT, CONTENT OF LINKED THIRD-PARTY SITES); OR THE USE OF ANY PRODUCT, OR OTHERWISE RELATED TO THESE TERMS. OUR AGGREGATE LIABILITY TO YOU FOR ANY REASON IS LIMITED TO FIVE HUNDRED DOLLARS ($500). THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

15. Arbitration

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against us on an individual basis in arbitration as set forth in this Section 15. This will preclude you from bringing any class, collective, or representative action against us, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against us by someone else to the fullest extent permitted by applicable law.

You and Company agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Company, and not in a court of law. Such arbitration shall take place in the County of New York, State of New York, unless otherwise agreed by the parties or required by applicable law.

You acknowledge and agree that you and Company are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Company otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect. The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of these Terms. The Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern the interpretation and enforcement of this arbitration agreement. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement, then that issue shall be resolved under the laws of the State of New York.

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. An Arbitrator’s decision shall be final and binding on all parties.

16. U.S. Jurisdiction

The Services are controlled and operated by us from the United States and are not intended to subject Company or its affiliates to the laws or jurisdiction of any state, country or territory other than that of the United States. We do not represent or warrant that the Services or any part thereof are appropriate or available for use in any jurisdiction other than the United States. We are committed to making the Services reasonably accessible to users and welcome feedback regarding any accessibility barriers you encounter when using the Services.

17. Governing Law

These Terms shall be governed and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. You consent to the exclusive jurisdiction and venue of the federal and state courts located in the State of New York, New York County for any action arising out of or relating to these Terms.

18. Entire Agreement

These Terms and the Privacy Policy constitute the entire agreement between you and us with respect to the use of the Services, and supersede all discussions, communications, conversations and agreements concerning the subject matter hereof.

19. Assignment

You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under these Terms. We may transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.

20. Amendment to Terms

We may update or amend these Terms from time to time. Amendments shall be effective upon posting on the Website. You are responsible for regularly reviewing these Terms. Your continued access and use of the Services following such posting constitutes your consent to be bound by any amended Terms.

21. Actions Indicating Legally Binding Agreement

You acknowledge and agree that by clicking on a button labeled “PURCHASE,” “SUBMIT,” “PLACE MY ORDER,” “I ACCEPT,” “I AGREE,” or such similar links as may be designated by Company to accept these Terms, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. In addition, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.

22. General

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. In the event that any provision of these Terms is inoperative or unenforceable for any reason, such provision shall be enforced to the maximum extent permitted by law and the invalidity of such provision shall not affect the enforceability and validity of remaining provisions of the Terms. No independent contractor, partnership, joint venture or employer-employee relationship is intended or created. No action, regardless of form, which arises from or is related in any way whatsoever to these Terms may be commenced by you more than twelve (12) months after such cause of action accrues. All notices and other communications under the Terms must be in writing and will be deemed to have been duly given when actually received. You may provide notices to us via email to info@coeptistx.com.

If you have any questions regarding these Terms or the Services, please contact us at info@coeptistx.com.