Effective Date: March 24, 2023
Certain areas, features, or functionality of the Sites may be subject to different or additional terms, rules, guidelines or policies (“Additional Terms”), and we may provide such Additional Terms to you via postings, pop-up notices, links, or other means at the time that you access or use the relevant area, feature or functionality. From time to time, such Additional Terms may conflict with these Terms. In the event of such a conflict, the Additional Terms will control. Any reference to the “Terms” in this agreement includes the Additional Terms.
ARBITRATION NOTICE: PLEASE NOTE THE ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER SET FORTH IN SECTION 14, WHICH, SUBJECT TO SOME LIMITED EXCEPTIONS, REQUIRES YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST US ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.
- General, Informational Purposes Only; No Medical Advice. The Sites provide information on products and services offered by us, and may include general information relating to various medical conditions and their treatment. Importantly, the Sites are provided for informational purposes only and are not meant to be a substitute for advice provided by a doctor or other qualified health care professional. You should not use the Sites for diagnosing a health or fitness problem or disease, and you should never delay obtaining medical advice or disregard medical advice because of something you have or have not read on the Sites. You should always consult with a doctor or other health care professional for medical advice or information about diagnosis and treatment. If you are experiencing a medical emergency, you should not rely on any information on the Sites and should seek appropriate emergency medical assistance, such as calling “911”.While we attempt to keep the information on the Sites up-to-date, the Sites should not be considered error-free or as a comprehensive source of all information on a particular topic. AGEPHA makes no warranties or representations as to the accuracy of the content of the Sites. Further, certain sections of the Sites are intended for particular audiences, such as AGEPHA’s employees, customers, and shareholders; members of the health care community; and the general public. As such, the information on the Sites will not necessarily be intended or appropriate for you, and it is your responsibility to carefully assess the information on the Sites with respect to the intended audience of the relevant content. By using the Sites, you agree that AGEPHA shall have no responsibility or liability for any consequences relating, directly or indirectly, to any action or inaction you take based upon the information on the Sites. You assume the entire risk of loss in using or relying on the information on the Sites.
- Accounts and Passwords. To access certain portions of the Sites, you must create an account. You agree to provide truthful and accurate information during the account creation process. You also agree to maintain the accuracy of any submitted data. If you provide any information that is untrue, inaccurate, or incomplete, we reserve the right to terminate your account and suspend your use of any and all of the Sites.You are responsible for preserving the confidentiality of your account password and will notify us of any known or suspected unauthorized use of your account. You agree that you are responsible for all acts or omissions that occur on your account while your password is being used.
- Ownership of the Sites. The entire contents of the Sites and their features and functionality, including all information, text, graphics, logos, button icons, images, audio clips, video clips, data compilations and the design, selection and arrangement thereof (collectively, the “AGEPHA Content”), are the exclusive property of AGEPHA, our licensors, or other content suppliers, and are subject to copyright protection and protection under other intellectual property rights laws. The Sites may not be used or exploited in any way without our prior written consent.We are providing you with access to the Sites pursuant to a limited, non-exclusive, non-sub-licensable, non-transferable, revocable license. You can use the Sites for personal, non-commercial use, and subject to these Terms. This license is available to you as long as you are not barred from the Sites by applicable law and your access is not terminated by us. If these Terms are not enforceable where you are located, you may not use the Sites. AGEPHA reserves all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws.Under this license, you may download information from the Sites and print out a hard copy for your personal, non-commercial use provided that you keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained thereon. You may not otherwise copy, display, download, distribute, modify, reproduce, republish or retransmit the AGEPHA Content or any portion thereof in any electronic medium or in hard copy, or create any derivative work based on the AGEPHA Content, without the express written consent of AGEPHA or the applicable third-party content supplier. Nothing contained herein shall be construed as conferring, by implication, estoppel, or otherwise, any license or right under any intellectual property rights of AGEPHA, or that of any third party. Without the prior written permission of AGEPHA, you may not frame, or make it appear that a third-party site is presenting or endorsing, any of the Content, or incorporate any intellectual property of the Sites, AGEPHA or any of its licensors into another website or other service. Any unauthorized use of the AGEPHA Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. You agree to comply with reasonable written requests from us to help us protect our proprietary and intellectual property rights.
- User Content. Certain aspects of the Sites may permit users to submit, post, link, share, or otherwise make available information and content (“User Content”). User Content has not necessarily been reviewed or approved by AGEPHA, and we, therefore, make no representations or warranties as to the accuracy, reliability, completeness or timeliness of any such content. Any views or opinions expressed in User Content belong to the users who shared the content and not to AGEPHA. Your reliance on any User Content is done entirely at your own risk. You understand and agree that we are not responsible for, and shall have no liability related to, any User Content, including your reliance on any such content.You will retain ownership of any intellectual property rights that you have in your User Content, but, in exchange for the opportunity to use the Sites, you automatically grant, and/or warrant that the owner of such content has expressly granted, to AGEPHA a royalty-free, perpetual, irrevocable, worldwide, unlimited, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display your User Content in any media or medium, or any form, format, or forum now known or hereafter developed. We may sublicense these rights through multiple tiers of sublicenses.
- User Conduct. By using the Sites, you agree to not use the Sites in any manner that:
- Is designed to interrupt, destroy or limit the functionality of, any computer software or hardware or telecommunications equipment (including by means of software viruses or any other computer code, files or programs);
- Interferes with or disrupts the Sites, services connected to the Sites, or otherwise interferes with operations or services of the Sites in any way;
- Infringes any copyright, trademark, trade secret, patent or other right of any party, or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);
- Consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- Causes AGEPHA to lose (in whole or in part) the services of our Internet service providers or other suppliers;
- Links to materials or other content, directly or indirectly, to which you do not have a right to link;
- Is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, as determined by AGEPHA in our sole discretion;
- Copies, modifies, creates a derivative work of, reverse engineers, decompiles or otherwise attempts to extract the source code of the software underlying the Sites or any portion thereof;
- Violates, or encourages to violate, any applicable local, state, national, or international law, regulation, or order.
AGEPHA shall have the right—but, to be clear, not the obligation—to monitor, evaluate, and analyze any use of and access to the Site and/or to remove any User Content from the Sites, for any reason, including to determine compliance with these Terms.
- Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED UNDER LAW, THE SITES AND THE CONTENT ON THE SITES ARE PROVIDED “AS IS.” AGEPHA MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND RELATED TO THE SITES OR THE CONTENT OR COMMUNICATIONS ON THE SITES, OR ANY WEBSITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SITES, TO THE EXTENT PERMITTED BY LAW. YOU AGREE THAT ACCESS TO AND USE OF THE SITES IS DONE ENTIRELY AT YOUR OWN RISK. AGEPHA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITES, INCLUDING ANY WARRANTY THAT THE SITES OR THE INFORMATION DISTRIBUTED THROUGH THE SITES IS MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, OR NON-INFRINGING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AGEPHA OR A REPRESENTATIVE SHALL CREATE A WARRANTY.WE DO NOT GUARANTEE THAT THE SITES WILL MEET YOUR REQUIREMENTS, OR THAT THEY ARE ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE SERVICES THAT MAY BE OBTAINED FROM THE USE OF THE SITES, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, AND ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING.FURTHER, AGEPHA DOES NOT ENDORSE AND MAKES NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE SITES. UNDER NO CIRCUMSTANCES WILL AGEPHA BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT ON THE SITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITES. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT ON THE SITES.SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
- Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER LAW, AGEPHA AND ITS EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS SHALL HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) FOR ANY DAMAGES OR LIABILITIES, INCLUDING DIRECT, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL (INCLUDING ANY LOSS OF DATA, REVENUE OR PROFIT OR DAMAGES ARISING FROM PERSONAL INJURY/WRONGFUL DEATH) ARISING WITH RESPECT TO YOUR USE OF THE SITES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO DAMAGES ARISING FROM (I) USE OF OR INABILITY TO USE THE SITES, (II) COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS BY THIRD PARTIES, (IV) THIRD-PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE SITES, OR (V) ANY OTHER MATTER RELATING TO THE SITES.IN ADDITION, WHEN USING THE SITES, INFORMATION WILL BE TRANSMITTED OVER A MEDIUM WHICH IS BEYOND THE CONTROL AND JURISDICTION OF AGEPHA, ITS PARTNERS, ADVERTISERS, AND SPONSORS OR ANY OTHER THIRD PARTY MENTIONED ON THE SITES. ACCORDINGLY, AGEPHA ASSUMES NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH USE OF THE SITES.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- Indemnification. You agree to indemnify, defend (at our option) and hold harmless AGEPHA, its officers, directors, employees, agents, suppliers and third-party partners from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from your misuse of the Sites or any violation by you of these Terms. We reserve the right, at our expense, to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us if and as requested by us in the defense and settlement of such matter. In any case, you agree never to settle any matter for which your indemnification is required absent our prior written consent.
- Trademarks. All product names, whether or not appearing in large print or with the trademark symbol, are trademarks of AGEPHA, its affiliates, related companies or its licensors or joint venture partners, unless otherwise noted. The use of these trademarks, except as permitted herein, is expressly prohibited and may be in violation of intellectual property rights laws, the law of slander and libel, the law of privacy and publicity, and communications regulations and statutes. AGEPHA has the right to actively and aggressively enforce its intellectual property rights to the fullest extent of the law.
- Void Where Prohibited. The Sites, including the Content, are intended to comply with the laws and regulations in the United States. Although the information on the Sites may be accessible to users outside of the U.S., the information pertaining to AGEPHA and its products is intended for use only by residents of the U.S. Other countries may have laws, regulatory requirements, and/or medical practices that differ from those in the U.S. The Sites may also link to other sites produced by AGEPHA’s various operating divisions and subsidiaries outside the U.S. Those sites may have information that is appropriate only to that particular country. AGEPHA reserves the right to limit provision of its products or services to any person, geographic region, or jurisdiction, and/or to limit the quantities or any products or services we provide. Any offer for any product or service made on the Sites is void where prohibited.
- Dispute Resolution & Agreement to Arbitrate. By using the Sites, you and AGEPHA agree that, if there is any controversy, claim, action, or dispute arising out of or related to your use of the Sites or the breach, enforcement, interpretation, or validity of these Terms or any part of them (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute. Notice shall be sent as follows:
- Notice to AGEPHA: You must send notice by first-class or certified mail to 181 New Road, Suite 304, Parsippany, NJ 07054.
- Notice to You: We will send notice by (1) first class or certified mail to the physical address we have on file for you (if any) and (2) by electronic mail to the email address we have on file for you (if any). If we do not have a physical or email address on file for you, or if we are, for any reason, unable to provide notice via the contact information on file, we reserve the right to provide notice by such means as we deem reasonable.Both you and AGEPHA agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party.
IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT TO HAVE A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, COLLECTIVE OR REPRESENTATIVE CAPACITY. Other rights that you and we would otherwise have in court will not be available or will be more limited in arbitration, including discovery and appeal rights.
All such Disputes shall be exclusively submitted to Judicial Arbitration and Mediation Services (JAMS) (www.jamsadr.com) for binding arbitration under its rules then in effect (as modified by this agreement to arbitrate), before one arbitrator to be mutually agreed upon by both parties. The arbitration shall be conducted in accordance with the JAMS Consumer Arbitration Minimum Standards (https://www.jamsadr.com/consumer-minimum-standards/) if it is determined by JAMS or the arbitrator that these standards are applicable to the Dispute. The location of any hearings will be determined by the applicable JAMS rules, provided that if the claim is for $10,000 or less, you may choose to have the arbitration conducted (1) solely on the basis of the documents submitted to the arbitrator or (2) through a non-appearance based hearing by teleconference or videoconference.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable. For the avoidance of doubt, you and AGEPHA agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of this agreement to arbitrate or the arbitrability of any claim or counterclaim. The arbitrator may award (on an individual basis) any relief that would be available in a court. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
Notwithstanding the foregoing, in lieu of arbitration either you or AGEPHA may (1) bring an individual claim in small claims court in the United States consistent with any applicable jurisdictional and monetary limits that may apply and (2) file an individual claim in court to enjoin the infringement or other misuse of its intellectual property rights, provided that any such claim is brought and maintained on an individual basis.
- Governing Laws and Forum. These Terms have been made and shall be construed in accordance with by the laws of the United States (including federal arbitration law) and the State of New Jersey, without regard to any conflicts of laws principles. You and AGEPHA acknowledge that these Terms evidence a transaction involving interstate commerce and that any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).Except for disputes or claims properly lodged in a small claims court in the United States, any disputes or claims not subject to the arbitration requirement Section 14 shall be brought and resolved exclusively in a federal or state court of competent jurisdiction sitting in New Jersey, and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim. You further agree that any such claims will be brought and maintained solely on an individual basis and not as part of any class, consolidated, collective or representative capacity, and that you waive your right to a jury trial with respect to any such action.
- Modification and Termination of these Terms and the Sites. We reserve the right to modify these Terms at any time. When we do so, we will update the “Effective Date” above. In our sole discretion, we may also provide notice of updates to these Terms by other means that we deem reasonable. Regardless of any other notice provided to you (or the lack thereof), by continuing to use the Sites (or any portion thereof) after we post any revisions to these Terms and update the “Effective Date,” you accept these Terms, as modified.We shall have the right to immediately terminate these Terms with respect to any user which we, in our sole discretion, consider to be using the Sites in an unacceptable manner, which includes any breach by you of these Terms. The following provisions shall survive the termination of these Terms: This section; the sections OWNERSHIP OF THE SITES (excluding the license granted to you), USER CONTENT, DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, DISPUTE RESOLUTION & AGREEMENT TO ARBITRATE, GOVERNING LAWS AND FORUM, and MISCELLANEOUS; and any other provisions of these Terms that, either explicitly or by their nature, must remain in effect even after termination of these Terms.
We also may change, restrict access to, suspend or discontinue the Sites, or any portion of the Sites, at any time and at our sole discretion, with or without notice. You understand, acknowledge and agree that AGEPHA will not be liable to you or to any third party for any such termination, modification, suspension or discontinuance of the Site.
A. Interpretation. In these Terms, the words “include,” “includes,” and “including” are used in an illustrative sense and shall not limit the generality of the language preceding such term. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of these Terms. Any limited or specific disclaimers or limitations of liability found in these Terms shall not limit the effect, forth, or breadth of any other disclaimers or limitations of liability in these Terms.
B. No waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or breaches. If AGEPHA does not exercise or enforce any legal right or remedy which is contained in these Terms (or which AGEPHA has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of AGEPHA’s rights, and all such rights or remedies shall still be available to AGEPHA.
C. Severability. If any provision of these Terms is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
D. Entire Agreement. These Terms and any Additional Rules set forth the entire understanding and agreement between us with respect to your use of the Sites.
E. Assignment. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction.
F. No Relationship. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and AGEPHA.
G. Notice to California Residents. You may reach AGEPHA at the contact information provided below in the “CONTACT US” section. California residents may also reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.A. Interpretation. In these Terms, the words “include,” “includes,” and “including” are used in an illustrative sense and shall not limit the generality of the language preceding such term. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of these Terms. Any limited or specific disclaimers or limitations of liability found in these Terms shall not limit the effect, forth, or breadth of any other disclaimers or limitations of liability in these Terms.