Terms and Conditions

6. DISCLAIMER OF WARRANTIES & LIMITATIONS OF LIABILITY

No Warranties
AEON Biopharma warrants that AEON Biopharma has validly entered into these Terms and has the legal power to do so. You warrant that you have validly entered into these Terms and have the legal power to do so. EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICES ARE PROVIDED ”AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. AEON Biopharma specifically disclaims all warranties and conditions of any kind, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, freedom from defects, uninterrupted use and all warranties implied from any course of dealing or usage of trade. AEON Biopharma makes no warranty as to the accuracy, completeness, currency or reliability of any of the Services. AEON Biopharma does not warrant that (i) the Services will meet your requirements, (ii) operation of the Services will be uninterrupted or virus- or error-free or (iii) errors will be corrected. Any oral or written advice provided by AEON Biopharma or its agents does not and will not create any warranty.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES WHICH MEANS THAT SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitation of Liability
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.
AEON BIOPHARMA SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICES, EVEN IF AEON BIOPHARMA 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 SERVICES 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 SERVICES OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, WAR, TERRORISM, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE SERVICES.

IF FOR ANY REASON THE DISCLAIMERS OF WARRANTIES OR LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 6 IS/ARE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN AEON BIOPHARMA’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES HEREUNDER SHALL BE LIMITED TO THE LESSER OF THE TOTAL FEES PAID BY YOU TO AEON BIOPHARMA DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY AND $1,000.

The foregoing disclaimer of liability will not apply to the extent prohibited by applicable law.

You acknowledge and agree that the above limitations of liability, together with the other provisions in these Terms that limit liability, are essential terms and that AEON Biopharma would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

7. INDEMNIFICATION

You agree to defend, indemnify and hold harmless AEON Biopharma and affiliates and their respective officers, directors, employees, agents and licensees from any and all liability including costs, expenses, the costs of enforcing any right to indemnification hereunder and any insurance provider and attorneys’ fees brought against AEON Biopharma by any third party arising out of or are related to your violation of these Terms or use of the Services. AEON Biopharma reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. No settlement that affects the rights or obligations of AEON Biopharma may be made without AEON Biopharma’s prior written approval.

AEON Biopharma agrees to indemnify you for any direct damages that you suffer arising out of or related to any suit, action of proceeding by a third party to the extent such direct damages arise from a claim that your use of the Services in compliance with these Terms infringes a third party’s U.S. patent, copyright or trademark right.

8. APP UPDATES

AEON Biopharma may from time to time, in its sole discretion, develop and provide updates for Apps, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that AEON Biopharma has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

Based on your mobile device settings, when your mobile device is connected to the Internet, then either: (a) the Updates will automatically download and install; or (b) you may receive notice of or be prompted to download and install available Updates.

Please promptly download and install all Updates. If you do not, portions of the Services may not properly operate. You further agree that all Updates will be deemed part of the Services and subject to all terms and conditions of these Terms.

9. ELECTRONIC CONTRACTING

Your affirmative act of using and/or registering for the Services constitutes your consent to enter into agreements with AEON Biopharma electronically.

10. INFORMATION, NEWS AND PRESS RELEASES

The Services may contain information, news and/or press releases about AEON Biopharma. While this information was believed to be accurate as of the date it was prepared, AEON Biopharma disclaims any duty or obligation to update this information, news or any press releases. Information about companies other than AEON Biopharma contained in the news, press releases or otherwise, should not be relied upon as being provided or endorsed by AEON Biopharma.

11. THIRD-PARTY SITES & SERVICES

The Services may contain links to third-party websites and services, including social media (collectively, “Linked Services”). Linked Services are not under the control of AEON Biopharma and AEON Biopharma is not responsible for Linked Services or for any information or materials on or any form of transmission received from any Linked Service. The inclusion of a link does not imply endorsement by AEON Biopharma of the Linked Service or any association with the operators of the Linked Service. AEON Biopharma does not investigate, verify or monitor the Linked Services. AEON Biopharma provides links to Linked Services for your convenience only. You access Linked Services at your own risk and subject to the privacy policies, terms and conditions of use and other legal provisions applicable to the Linked Services.

12. AEON BIOPHARMA’S LINKING POLICY

Unless otherwise set forth in a written agreement between you and AEON Biopharma, you must adhere to the following rules if you link to any portion of the Services: (i) any link to the Services must be a text only link clearly marked “AEON Biopharma Service,” (ii) the appearance, position and other aspects of the link may not damage or dilute the goodwill associated with AEON Biopharma’s Marks, (iii) the link must “point” to the root domain name of the AEON Biopharma Services and not to other pages within the Services, (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 AEON Biopharma, (v) when selected by a user, the link must display the Service on full-screen and not within a “frame” on the linking website or service, and (vi) AEON Biopharma reserves the right to revoke its consent to the link at any time and in its sole discretion.

13. DISPUTE RESOLUTION

The law of the State of California shall govern these Terms, without reference to its choice of law rules. You and AEON Biopharma agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Terms.

YOU AND AEON BIOPHARMA AGREE THAT EACH MAY BRING claims against the other only on an individual basis and not as a plaintiff or clASS member in any PURPORTED class or representative action or proceeding.

YOU AND AEON BIOPHARMA AGREE THAT ALL CLAIMS WILL BE RESOLVED BY BINDING ARBITRATION IN THE MANNER SPECIFIED IN THIS SECTION 13 AND THAT YOU AND AEON BIOPHARMA WAIVE ANY RIGHT TO BRING SUCH CLAIMS BEFORE ANY COURT OF LAW. RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.

Any controversy or claim arising under or related to these Terms and their interpretation or the breach, termination or validity thereof, the relationships which result from these Terms, including disputes about the validity, scope or enforceability of these Terms to arbitration (collectively, “Covered Disputes”) shall be settled by binding arbitration in accordance with the commercial rules of arbitration of the Center for Conflict Resolution (“CCR Rules”). Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Los Angeles, California, and judgment on the arbitration award may be entered by any court of competent jurisdiction. Either you or AEON Biopharma may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles County, California, necessary to protect the rights or property of you or AEON Biopharma pending the completion of arbitration.
Payment of all filing, administration and arbitrator fees will be governed by the CCR’s Rules. If, however, you are able to demonstrate that the costs of arbitration will be prohibitive for you as compared to the costs of litigation, AEON Biopharma will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse AEON Biopharma for all fees associated with the arbitration that AEON Biopharma paid on your behalf which you otherwise would be obligated to pay under the CCR’s Rules.

A single arbitrator will be selected in accordance with the CCR Rules. The arbitration shall be conducted in the English language. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity and any award of the arbitrator will be final and binding on each of the parties. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives. The arbitrator will apply applicable law and the provisions of these Terms and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review. The arbitrator’s decision must be with written explanation and remain confidential.

If any provision of the agreement to arbitrate in this Section 13 is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced (but in no case will there be a class, representative or private attorney general arbitration). Regardless of any statute or law to the contrary, notice on any claim arising from or related to these Terms must be made within one (1) year after such claim arose or be forever barred. For purposes of this Section 13, these Terms and related transactions will be subject to and governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA).

14. SECURITIES LAWS

The Services website may include statements concerning AEON Biopharma’s operations, prospects, strategies, financial condition, future economic performance and demand for AEON Biopharma’s products or services, as well as its intentions, plans and objectives, are forward-looking statements. These statements are based upon a number of assumptions and estimates that are subject to significant uncertainties, many of which are beyond our control. When used on or in the Services, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Services and the information contained herein do not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of AEON Biopharma’s securities-related filings or documents.

15. GEOGRAPHIC RESTRICTIONS

The Services are based in the State of California in the United States. AEON Biopharma makes no representation that the Services are appropriate or available for access or use in other locations. You acknowledge that you may not be able to access or use the Services in other locations and that access thereto or use thereof may not be legal. If you access or use the Services from other locations, you do so on your own initiative and are responsible for compliance with local laws.

The Services may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules and complete all required undertakings, including obtaining any necessary export license or other governmental approval, prior to exporting, re-exporting, releasing or otherwise making the Services available outside the United States.

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Please note: By agreeing to these Terms, you explicitly agree that any claims or actions that you may otherwise have against AEON Biopharma under the laws of any jurisdiction outside the United States are hereby waived and that your sole location and applicable law for any dispute is in the United States according to the terms of Section 13.

16. DATA PRIVACY AND PROTECTION

Please make sure that you carefully read our Privacy Statement to learn about the information that AEON Biopharma collects through the Services and how we process it.

17. US GOVERNMENT RIGHTS

Certain parts of the Services are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor thereof, you receive only those rights with respect to the Services as are granted to all other users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

18. TERMINATION

These Terms automatically terminate when you fail to comply with any term or condition of them. AEON Biopharma may terminate or modify your access to the Services, with or without notice to you, at any time for any reason. For example, access to the Services may be denied without notice if AEON Biopharma believes that you are a minor.

Termination will not limit any of AEON Biopharma’s other rights or remedies. Any provision that must survive in order to give proper effect to the intent and purpose of these Terms (including but not limited to Sections 6, 7, 13, 16, 19 and 20) shall survive termination.

19. APPLE DEVICE ADDITIONAL TERMS

If you access an App via a mobile device or tablet branded by Apple, Inc. (“Apple”) and running Apple’s iOS (an “Apple Device”), the following terms (“Apple Device Additional Terms”) are hereby made part of these Terms:

• Conflicting Terms. If these Terms conflict with the Apple Device Additional Terms, then the Apple Device Additional Terms shall apply with respect to access and use of the Services via an Apple Device.
• Agreement with AEON Biopharma, Not Apple. You acknowledge that these Terms are an agreement between AEON Biopharma and you, and not with Apple. AEON Biopharma, not Apple, is solely responsible for any App you access via your Apple Device (“iOS App”) and the content thereof. If these Terms are less restrictive with respect to an iOS App or otherwise conflict with, the Apple App Store Terms of Service (the “App Store Terms of Service”), the App Store Terms of Service shall apply to the extent of any conflict.
• Scope of License. The license granted to use an iOS App is limited to a non-transferable license to use the App on an Apple Device that you own or control and as permitted by the usage rules set forth in the App Store Terms of Service.
• Maintenance and Support. AEON Biopharma is solely responsible for providing any maintenance and support services for an iOS App, as specified in these Terms or as required under applicable law. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to any iOS App.
• Warranty. AEON Biopharma is solely responsible for any product warranty, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the an iOS App to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price for the iOS App (if any) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty is AEON Biopharma’s sole responsibility.
• Product Claims. You hereby acknowledge that AEON Biopharma, not Apple, is responsible for addressing your or any third-party claims relating to an iOS App and/or use of an iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that an iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. These Terms do not limit AEON Biopharma’s liability beyond what is permitted by applicable law.
• Intellectual Property Rights. You acknowledge that, in the event of any third party claim that an iOS or your possession and use of an iOS App infringes that third party’s intellectual property rights, AEON Biopharma, not Apple, is solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
• Third Party Beneficiary. You hereby acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms with respect to any iOS App, and that, upon your acceptance of these Terms, Apple has the right (and deemed to have accepted the right) to enforce the Terms against you with respect to the iOS App as a third party beneficiary thereof.
• Questions or Complaints. Please address your questions, complaints or claims with respect to an iOS App to the Contact information set forth below.

20. MISCELLANEOUS

• These Terms (which include our Privacy Statement) contain the entire understanding by and between AEON Biopharma and you with respect to the matters contained herein.
  These Terms inure to the benefit of and will be binding upon AEON Biopharma’s and your successors and assigns, respectively.
• These Terms may be assigned by AEON Biopharma but you may not assign these Terms without the prior express written consent of AEON Biopharma.
• If any provision of these Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been used.
• If AEON Biopharma fails or you fail to perform any obligation under these Terms and the other party does not enforce such obligation, the failure to enforce on any occasion will not constitute a waiver of any obligation and will not prevent enforcement on any other occasion.
• Nothing contained in these Terms will be deemed to constitute AEON Biopharma or you as the agent or representative of the other or as joint venturers or partners.
• If AEON Biopharma is or you are prevented from performing or unable to perform any obligation under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such cause.
• Headings and captions are for convenience only.