Terms of Use – Scilex Holding

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE.

These terms of use describe the terms and conditions that apply to your use of SCILEX Holding’s (“SCILEX”) Website. By using this Website, you provide your acceptance of these Terms and Conditions. If you do not agree to all of these Terms and Conditions, please exit this Website.

SCILEX may modify this Website and the rules and regulations governing its use, at any time. Modifications may be posted on the Website. By continuing use of the Website after such changes are made, you will be accepting such changes.

This content of the website is intended to be a general information resource in regard to the subject matter covered but is provided solely on an “AS IS” and “AS AVAILABLE” basis as noted on this page. SCILEX is not engaged in rendering medical or other professional services or advice via this Website, and the information provided is not intended to replace medical advice offered by a physician. If you desire or need such services or advice, you should consult a professional healthcare provider. You should not construe SCILEX’s publication of this content as an endorsement by SCILEX of the views expressed herein, or any warranty or guarantee of any strategy, recommendation, treatment, action, or application of medication or preparation made by the author of the content.

1. Scope of Use
2. No Warranties
3. Limitation of Liability
4. Trademarks
5. Copyright
6. Links
7. User Submissions
8. Security
9. Location and Governing Law
10. Violations and Additional Policies
11. Safe Harbor

1. Scope of Use: SCILEX will allow you to view, use, and download a single copy of this Website for your informational, noncommercial use. Except as otherwise provided herein, no part of any content or software on this Website may be copied, downloaded, or stored in a retrieval system for any other purpose, nor may it be redistributed for any purpose, without the express written permission of SCILEX. You understand that SCILEX may discontinue, change, or restrict your use of this Website for any reason without notice.

2. No Warranties: ALL CONTENT ON THIS WEBSITE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NONINFRINGEMENT. SCILEX MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THIS WEBSITE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE WEBSITE AND THE CONTENT AVAILABLE ON THE WEBSITE IS AT YOUR SOLE RISK. SCILEX MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE WEBSITE IS FREE OF VIRUSES.

THE ABOVE EXCLUSIONS MAY NOT APPLY IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES.

3. Limitation of Liability: YOUR USE OF THE WEBSITE OR ANY CONTENT ON THE WEBSITE IS AT YOUR OWN RISK. SCILEX SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE WEBSITE, EVEN IF SCILEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH THE USE OF THE WEBSITE, OR THAT ARISES IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE WEBSITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE WEBSITE, OR RELATED INFORMATION OR PROGRAMS.

4. Trademarks: The trademarks, logos, and service marks (collectively, the “trademarks”) displayed on this website are registered and unregistered trademarks of SCILEX and others. Nothing contained in this website should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to the trademarks. Unauthorized use of any trademark may be a violation of federal and state trademark laws.

5. Copyright: This website is protected by United States’ and foreign copyright laws. Except for your informational, personal, noncommercial use as authorized above, you may not modify, reproduce, or distribute the design or layout of the website, or individual sections of the design or layout of the website, and content of the website, or SCILEX logos without SCILEX’s written permission.

6. Links: This SCILEX Website may contain links to Websites operated by other parties. The linked sites are not under the control of SCILEX, and SCILEX is not responsible for the content available on any other Internet sites linked to the Website. Such links do not imply SCILEX’s endorsement of material on any other site, and SCILEX disclaims all liability with regard to your access to such linked Websites. SCILEX provides links to other Internet sites as a convenience to users, and access to any other Internet sites linked to this Website is at your own risk. Unless otherwise set forth in a written agreement between you and SCILEX, you must adhere to SCILEX’s linking policy as follows: (i) any link to the Website must be a text only link clearly marked “SCILEX Website,” (ii) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with SCILEX’s names and trademarks, (iii) the link must “point” to www.scilexholding.com and not to other pages within the Website, (iv) the appearance, position, and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with SCILEX, (v) when selected by a user, the link must display the Website on full-screen and not within a “frame” on the linking Website, and (vi) SCILEX reserves the right to revoke its consent to the link at any time and in its sole discretion.

7. User Submissions: Certain areas of this Website enable you to access online forums and to submit e-mails, or otherwise provide feedback to SCILEX. SCILEX does not endorse, and specifically disclaims any responsibility or liability for any content in the forums. In addition, SCILEX reserves the right to delete, move, or edit content, in whole or in part, submitted to the forums that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of intellectual property, privacy, or other proprietary rights, in violation of these terms and conditions, or for any other reason.

You agree that by submitting content, you:

will only submit content related to the subject matter of the forum, if applicable, and that complies with applicable law, and will not submit content that is abusive, defamatory, obscene, infringing, threatening, repetitive, or otherwise inappropriate, or that contains any viruses or other software that may adversely affect the operation of another’s computer;
understand and agree that such content that is submitted to a forum, or feedback page, will be deemed non-confidential; and
grant to SCILEX the irrevocable right to use, copy, modify, publish, perform, transmit and display such content via any media in accordance with SCILEX’s Privacy Policy, and waive any moral rights you may have in such content. Subject to SCILEX’s Privacy Policy, SCILEX shall be free to use such content, including any ideas, concepts, know-how, or techniques contained in such content, for any reason whatsoever

8. Security: You are responsible for maintaining the confidentiality of your registration number and password, and you are responsible for all uses of your registration number or password, and any and all related charges, whether or not authorized by you.

9. Location & Governing Law: This Website is operated by SCILEX from its offices in California, USA. The law of the State of California shall govern these terms and conditions, without reference to its choice of law rules. SCILEX makes no representation that the information in the Website is appropriate or available for use in other locations, and access to the SCILEX Website from territories where the content of the SCILEX Website may be illegal is prohibited. Those who choose to access the SCILEX Website from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

10. Violations and Additional Policies: SCILEX reserves the right to seek all remedies available at law and in equity for violations of the rules and regulations set forth in this Website, including the right to block access from a particular Internet address to the Website.

11. Safe Harbor: Except for the historical information contained on this Website, the matters set forth in this Website and within its content, including statements regarding SCILEX’s plans, potential opportunities, financial or other expectations, projections, goals, objectives, milestones, strategies, market growth, timelines, legal matters, product pipeline, clinical studies, product development, and the potential benefits of its commercialized products and products under development, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the risks and uncertainties associated with SCILEX’s operating performance and financial position, the market demand for and acceptance of SCILEX’s products domestically and internationally, research, development and commercialization of new products domestically and internationally, reliance upon the collaborative efforts of others, competition domestically and internationally, the success of external business-development activities, intellectual property rights, government regulation, obtaining and maintaining regulatory approvals domestically and internationally, government investigations, litigation, including, but not limited to SCILEX’s ability to protect its patents and other intellectual property both domestically and internationally, the occurrence of adverse safety events, delay or failure to gain acceptance by the medical field domestically and internationally, dependence on third parties for supply, manufacturing and distribution, delay or failure to adequately build or maintain the necessary sales, marketing, supply chain management and reimbursement capabilities on our own or enter into arrangements with third parties to perform these functions in a timely manner or on acceptable terms, and other risks detailed from time to time in the Company’s most recent Annual Report on Form 10-K and other documents subsequently filed with or furnished to the Securities and Exchange Commission. These forward-looking statements are based on current information that may change and you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements contained herein are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update any forward-looking statement to reflect events or circumstances occurring thereafter.