Participation Agreement

In order to participate you must agree to the following terms and conditions.

Binding User Agreement for Axial Biotech, Inc. Version 1.3 Last Amended November 1, 2005

THE FOLLOWING BINDING CONTRACT DESCRIBES THE TERMS AND CONDITIONS UNDER WHICH YOU MAY USE THIS SITE AND PARTICIPATE IN STUDIES CONDUCTED BY AXIAL BIOTECH, INC. YOU MUST READ, AGREE WITH AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT BEFORE YOU MAY PARTICIPATE IN ANY OF OUR STUDIES.

This User Agreement, including any subsequent amendments to which you assent, the Participant Privacy Policy and the Website Privacy Policy any other documents incorporated herein by reference (together the “Agreement”), is a binding contract between you and the Axial Biotech, Inc. and applies to all of your activities on Axial Biotech's website, classicmodelsagency.com (the “Site”), and to your participation in Axial Biotech's studies, (collectively the “Studies”). In this Agreement, “you” or “your” means any person or entity participating in the Studies (each a “User”). Unless otherwise stated, “Axial Biotech, Inc.,” the “Company,” “we” or “our” will refer collectively to the Axial Biotech, Inc. and any of its subsidiaries. The Company reserves the right to amend this Agreement at any time. In the event of any such amendment, you will be notified by electronic mail, or by a link to or a posting of the new or amended terms. You will then have the opportunity at your discretion to agree to continue to use the Studies under the amended Agreement, or to discontinue your participation in the Studies.

For additional information about the Studies and how they work, please also consult the How To Participate Section.

  1. Eligibility. In order to participate in the Studies, you must register and complete the questionnaire that appears on the following pages. Our Studies are only open to individuals that can form legally binding contracts under applicable law. Without limiting the foregoing, our Studies are not available to minors without parental consent.
  2. Accurate Information. You agree to provide to the best of your abilities true, accurate and current information about yourself and any medical conditions you may have and about which the Studies ask. You agree not to misrepresent your identity. Accurate records enable us to perform accurate research. The Company reserves the right to refuse any participation in the Studies or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of this Agreement.
  3. Your Information. a) Definition. “Your Information” is defined as any information you provide to us or other users, or is retrieved by us on your behalf from third parties, in the registration, participation in or any other features of our Studies, including without limitation any data, records or other material. b) Privacy and Security. Your privacy is important to us. We view protection of users' privacy and personal information as central to our mission. Axial Biotech's research is approved by an Institutional Review Board and is HIPAA compliant. We understand clearly that you and Your Information are some of our most important assets. Therefore, we do not sell or rent your personal information to third parties for any purpose and we only use Your Information as described in the Participant Privacy Policy and the Website Privacy Policy. We store and process Your Information on computers located in the United States that are protected by physical as well as technological security devices. We use third parties to verify and certify our privacy principles. Our currentParticipant Privacy Policy and our current Website Privacy Policy are available by clicking on the words “Participant Privacy Policy” or “Website Privacy Policy” anywhere they appear on the Site, including within this Agreement, or by going to https://www.classicmodelsagency.com/company/find/policies/health or https://www.classicmodelsagency.com/company/find/policies/privacy. If you object to your information being transferred or used in this way, you may choose not to participate in our Studies or use our Site. c) Reasonable Measures. You acknowledge that you have reviewed and understand the Company's Participant Privacy Policy and Website Privacy Policy for protecting Your Information, and that the Company may change such policies and procedures at any time without notice to you. You further agree that in light of its policies and procedures, the Company is taking reasonable and appropriate measures, including encryption, to ensure that Your Information is disclosed only to those specified by you. However, the Internet is an open system and the company cannot and does not guarantee that your information will not be intercepted by others and decrypted.
  4. Rights You Grant to the Company in Your Information. Subject to the Company's Participant Privacy Policy and Website Privacy Policy and solely to enable the Company to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, royalty-free, fully paid, perpetual, irrevocable, sublicensible (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. The Company will use and protect Your Information in accordance with the terms and conditions of this Agreement and our Participant Privacy Policy and Website Privacy Policy. By submitting Your Information, you thereby agree and covenant that the owner of Your Information has expressly agreed that, without any particular time limit, and without the payment of any fees, the Company may use Your Information for the purposes set forth above.
  5. Illegal Activities. You agree not to participate in the Studies in any way for any illegal purposes or for the transmission of material that is unlawful, harassing, libelous (untrue and damaging to others), an invasive of another's privacy, abusive, threatening, or obscene, or that infringes the rights of others.
  6. Restricted Activities. Your Information and your participation in our Studies shall not: a) be false or misleading; b) be unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise consist of objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law. c) infringe on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; d) restrict or inhibit any other user from participating in the Studies; e) violate any law, statute, ordinance, contract or regulation; f) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; g) be obscene h) contain any viruses, Trojan horses, worms, time bombs cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or other personal information; i) create liability for us or cause us to lose (in whole or in part) the services of our ISP's or other suppliers. If you use, or attempt to participate in the Studies for purposes other than assisting in our medical research, including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of the Studies, your participation will be terminated and you will be subject to damages and other penalties, including criminal prosecution where available. j) consist of posting or transmitting any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication or engage in spamming or flooding; or k) consist of posting, publishing, transmitting, reproducing, distributing or in any way exploiting any information, software or other material obtained through the Studies for commercial purposes (other than as expressly permitted by the provider of such information, software or other material).
  7. Monitoring the Studies and the Site. You acknowledge and agree that the Company has the right to monitor the Studies and the Site electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Studies properly, or to protect itself or its users. You agree that the Company has no obligation to monitor the Studies or the Site. The Company will not intentionally monitor or disclose any private electronic-mail message unless required by law. The Company reserves the right to refuse any participation in the Studies or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of this Agreement.
  8. Links to and From Other Sites. You acknowledge and agree that the Company has no responsibility for the accuracy or availability of information provided by third party linked sites. Links to external web sites do not constitute an endorsement by the Company of the sponsors of such sites or the content, products, advertising or other materials presented on such sites. The links on this web site may take you to other sites where the conduct of other activities or the purchase of other products and services both related and unrelated to the Company's Studies is possible. You acknowledge and agree that the Company shall not be responsible or liable with regard to any activities which may be conducted on such linked sites, non-Company owned and operated web sites, and any other web site which may be linked to or from the Site. You acknowledge and agree that you bear sole and complete responsibility for your own activities on the Site and on any other web site that is linked to or from the Site. Information in the many web pages that are linked to the Site comes from a variety of sources. Some of this information comes from entities with which the Company has a relationship, but some of it may come from organizations and individuals unaffiliated with the Company. The Company does not author, edit, or monitor any non-Company owned website, pages or links. You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or Studies available on such external sites or resources.
  9. Proprietary Rights. The images, text, screens, web pages, materials, data, content and other information (collectively the “Content”) used and displayed on the Site, but excluding only Your Information, are the property of the Company or its subsidiaries or licensors and are protected by patent, copyright, trademark and other laws. In addition to our rights in individual elements of the Content within the Site, the Company also owns copyright or patent rights in the selection, coordination, arrangement and enhancement of such Content. You may print a copy of the Content from the Site for your personal or educational use only, provided that such printed copy includes any copyright, trademark or service mark notice or attribution as they appear on the pages printed. Except as provided in the preceding sentence, none of the Content may be copied, displayed, distributed, downloaded, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes without the express written permission of the Company.
  10. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY. BY USING THE SITE AND PARTICIPATING IN THE STUDIES, INCLUDING ANY APPLETS, SOFTWARE, AND CONTENT CONTAINED THEREIN, YOU AGREE THAT PARTICIPATING IN THE STUDIES IS ENTIRELY AT YOUR OWN RISK. YOU AGREE AND ACKNOWLEDGE THAT A RISK OF LOSS, HARM AND/OR DAMAGE TO YOU AND YOUR INFORMATION IS INHERENT IN THE RELATIONSHIP BETWEEN YOU AND THE COMPANY, THAT SUCH RISK CANNOT BE ENTIRELY ELIMINATED REGARDLESS OF THE COMPANY'S REASONABLE EFFORTS TO DO SO, AND THAT DESPITE YOUR FULL UNDERSTANDING OF SUCH RISK, AND YOUR AGREEMENT THAT THE COMPANY'S EFFORTS TO MITIGATE THIS RISK ARE REASONABLE, YOU NEVERTHELESS FULLY ASSUME ANY AND ALL SUCH RISK.

    YOU FURTHER AGREE THAT THE SITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, STUDIES, UNINTERRUPTED ACCESS, QUALITY OF SERVICE, SECURITY, ACCURACY OF INFORMATION OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SITE OR THE STUDIES. SPECIFICALLY, THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS, THE SITE OR THE STUDIES AND (2) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF LIABILITY APPLIES WITHOUT LIMITATION TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF YOUR INFORMATION, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY THE COMPANY OR ITS AFFILIATES, NOR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR PROVIDERS SHALL CREATE A WARRANTY, NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE IN THE EVENT IT IS SO GIVEN.

    NEITHER THE COMPANY NOR ANY OF ITS EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, OR CONTENT OR SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF SERVICE OR INABILITY TO GAIN ACCESS TO OR USE THE SITE OR PARTICIPATION IN THE STUDIES OR OUT OF ANY BREACH OF ANY WARRANTY SHOULD ANY WARRANTY BE FOUND TO EXIST. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE RESPECTIVE LIABILITY OF THE COMPANY, ITS EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, AND CONTENT OR SERVICE PROVIDERS RESPECTIVE LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY SUCH STATE LAW.
  11. Access and Interference-Disruption to the Website. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to bypass, to interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You agree that you will not copy, reproduce, alter, modify, create derivative works, publicly display or frame any Content (defined below) from the Site without the prior express written permission of the Company and any appropriate third party. If you use, or attempt to participate in the Studies for purposes other than assisting in our medical research, including but not limited to tampering, hacking, modifying or otherwise corrupting the security, accuracy or functionality of Studies, your participation in the Studies will be terminated and you will be subject to damages and other penalties, including criminal prosecution where available.
  12. Internet Service Provider. The Company acts as an Internet service provider by creating, hosting, maintaining and providing access to our Studies to you via the Internet. See section 7) Monitoring the Studies and Site.
  13. Termination of Your Participation in the Studies. a) By You. You may choose to terminate your participation in the Studies at any time by providing the Company written notice of your desire to terminate your participation. Upon termination of your participation, the Company shall make all commercially reasonable efforts to remove all of Your Information from the Company records, databases, servers, and from the Site and to return and or destroy any hard copies of Your Information in the possession of the Company to You. However, YOU AGREE AND ACKNOWLEDGE THAT THE STUDIES CONSIST IN PART OF THE CONSOLIDATION, PROCESSING, ANALYSIS AND AMALGAMATION OF DATA FROM PARTICIPANTS IN THE STUDIES, AND THAT REMOVAL OF YOUR INFORMATION FROM SUCH CONSOLIDATED, PROCESSED, ANALYSED AND AMALGAMATED DATA IS COMMERCIALLY AND LITERALLY IMPOSSIBLE WITHOUT DESTROYING THE STUDIES THEMSELVES AND THAT IT WOULD BE UNREASONABLE TO DEMAND THAT THE COMPANY PERFORM SUCH REMOVAL IN ANY WAY. IN ADDITION, BY PERFORMING SUCH CONSOLIDATION, PROCESSING, ANALYSIS AND AMALGAMATION OF DATA, INCLUDING WITHOUT LIMITAITON YOUR INFORMATION, THE COMPANY CREATES NEW DATA AND INFORMATION WHICH YOU EXPRESSLY AGREE AND ACKNOWLEDGE IS PROPRIETARY TO AND OWNED EXCLUSIVELY BY THE COMPANY AND IN WHICH YOU HAVE NO RIGHTS. b) By Us. The Company may terminate your participation in the Studies at any time and for any reason or for no reason at all, with or without notice to you. In the event that you violate any of the terms and conditions of this Agreement or the rights of the Company, you acknowledge and agree that the Company may in its sole discretion deny you participation in the Studies or access to the Site, Finally, the Company reserves the right change or discontinue, temporarily or permanently, the Studies at any time without notice. You agree that the Company will not be liable to you or any third party for any modification or discontinuance of the Studies.
  14. Losses or Injury to You Due to Extraordinary Events. The Company and its affiliates, officers, directors, agents and employees are not responsible and you agree not to hold the Company and its affiliates, officers, directors, agents and employees liable for losses or injury to you caused directly or indirectly by conditions beyond the Company's control, including but not limited to flood, extraordinary weather condition, earthquake or other act of God, fire, war, insurrection, riot, terrorist act, labor dispute, accident, action of government, communications problems, denial of service attacks, computer hacking, Internet problems, power failure, or equipment or software malfunction.
  15. Indemnification. You agree to indemnify and hold the Company, its parent, subsidiaries, affiliates, officers, directors and employees harmless from any claim or demand (including attorneys' fees) made or incurred by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party relating to your participating in the Studies.

    THIS SECTION 15 MEANS THAT IF A CLAIM IS MADE AGAINST THE COMPANY AS A RESULT OF YOUR BREACH OF THIS AGREEMENT OR YOUR VIOLATION OF ANY LAW OR ANY RIGHTS OF ANY THIRD PARTY RELATING TO YOUR PARTICIPATING INTHE STUDIES, YOU WILL BE RESPONSIBLE TO THE COMPANY FOR THE FULL AMOUNT OF SUCH CLAIM, INCLUDING THE COMPANY'S ATTORNEY'S FEES IN DEFENDING ITSELF.
  16. Assignability. You may not transfer any rights or obligations you may have under this Agreement without the prior written consent of the Company. The Company reserves the right to transfer this Agreement or any right or obligation under this Agreement without your consent.
  17. Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, ordinances, regulations, contracts and applicable licenses regarding your participating in our Studies.
  18. Additional Terms. The following documents are incorporated into this Agreement by reference and provide additional terms and conditions related to specific Studies we offer:
    a) Participant Privacy Policy (June, 2005)
    b) Website Privacy Policy (June, 2005)
    Each of these documents may be changed from time to time and are effective immediately after we post the changes on our Service. In addition, when using particular Studies, you agree that you are subject to any posted policies or rules applicable which may be posted in conjunction with those Studies. All such posted polices or rules are hereby incorporated by reference into this Agreement.
  19. Notices. Except as explicitly stated otherwise, any notices shall be given by postal mail to Axial Biotech, Attn: Legal Department, 2749 East Parleys Way, Suite 210, Salt Lake City, UT 84109 (in the case of the Company) or any email or physical address you provide to the Company during the registration process (in your case). Any notice shall be deemed given 24 hours after posted or email is sent, unless the sending party is aware that the electronic communication was not received. Alternatively, we may give you notice by mail to the address provided to the Company during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
  20. Electronic Communications. You agree that this Agreement constitutes “a writing signed by you” under any applicable law or regulation. To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding your account and/or your participating in the Studies (“Communications”), may be provided to you electronically and you agree to receive all Communications from the Company in electronic form. Electronic Communications may be posted on the pages within the Site and/or delivered to your e-mail address. You may print a copy of any Communications and retain it for your records. All Communications in either electronic or paper format will be considered to be in “writing,” and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the Communication. The Company reserves the right, but assumes no obligation, to provide Communications in paper format.
  21. Legal Disputes. In the event a dispute arises between you and the Company, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and the Company agree that any controversy or claim at law or equity that arises out of this Agreement or the Company's Studies (“Claims”) shall be resolved in accordance with one of the subsections below, or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, the Company strongly encourages users first to contact the Company directly to seek a resolution. The Company will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation. a) Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, you or the Company may elect to resolve the dispute through binding arbitration conducted by telephone, on-line, and/or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association or JAMS, in accordance with their applicable rules, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. b) Court. Alternatively, any Claim may be adjudicated by a court of competent jurisdiction located in Salt Lake County, Utah. You and the Company agree to submit to the personal jurisdiction of the courts located within the county of Salt Lake, Utah. c) Alternative Dispute Resolution. The Company will consider use of other alternative forms of dispute resolution, such as mediation, to be held in Salt Lake County, Utah or another location mutually agreed upon by the parties. d) Joinder of Claims Prohibited. In consideration of the multiple dispute resolution channels offered to you by the Company under this Section, you hereby irrevocably waive and release your right to join any Claim against the Company with any Claim by any third party, including any Claims of any other participants in the Studies. e) Violations of Section. All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution mechanism that is selected in accordance with this Section by the party first to assert a Claim, either through a court filing or commencement of arbitration. Should either party file an action contrary to this Section, the other party may recover attorneys' fees and costs in defending such action, provided that the party seeking the award has notified the other party in writing of the improperly filed Claim, and the other party has failed to withdraw the Claim.
  22. General. This Agreement is governed by and interpreted under the laws of the state of Utah, without regard to its choice of law principals, as such laws are applied to agreements entered into and to be performed entirely within Utah by Utah residents. Notwithstanding the foregoing sentence, the Federal Arbitration Act ("FAA"), and all of its rules and procedures, shall govern Section 20 hereof, to the extent that the FAA is inconsistent with Utah law. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by the Company, in our sole discretion, to a third party in the event of any sale, merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. All rights created by this Agreement are cumulative. This Agreement and the documents it incorporates set forth the entire understanding between us with respect to the subject matter hereof. This Agreement shall inure to the benefit of and be binding on the parties to it, and their respective successors and assigns as permitted hereunder. Sections (4), (10), (14), and (20) survive any termination or expiration of this Agreement.

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“Genomic research is the key to understanding the molecular causes for spinal diseases.”