Chronix Biomedical, Inc.

Web Site Terms of Use Agreement

Date of Last Revision: March 12, 2012

 

The chronixbiomedical.com web site (the “Site”) is an online information service provided by Chronix Biomedical, Inc. together with its affiliates and subsidiaries (collectively, “Chronix”), subject to your compliance with the terms and conditions set forth in this Web Site Terms of Use Agreement (this “Agreement”).

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE. CHRONIX MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ON THE SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY AND YOUR CONTINUED ACCESS OR USE OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

The Site and any services provided by Chronix is not intended to be medical advice nor are they intended to be substitutes for medical advice.

 

  1. Copyright, Licenses and Idea Submissions.

The entire contents of the Site are protected by international copyright and trademark laws. The owner of the copyrights and trademarks is Chronix, or its affiliates or third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING ANY TEXT, GRAPHICS, CODE AND/OR SOFTWARE. You may print and download portions of material from the different areas of the Site solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials.

 

You hereby grant, and agreed to grant, to Chronix a non-exclusive, royalty-free, fully-paid, worldwide, perpetual license, with the right to sublicense, to reproduce, distribute, transmit, translate, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved technology, products, and services together with all intellectual property rights incorporated therein or associated therein) you submit to the Site (such as through bulletin boards, forums and newsgroups) or by e-mail to Chronix by any means and in any media now known or hereafter developed. You also grant to Chronix the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against Chronix for any alleged or actual infringement or misappropriation of any proprietary right in your communications to Chronix. If you wish to keep any business information, ideas, concepts or inventions private or proprietary, do not send them to Chronix.

 

  1. Trademarks.

Publications, products, content or services referenced herein or on the Site are the exclusive trademarks, trade names or service marks of Chronix. Other product and company names mentioned in the Site may be the trademarks of their respective owners.

 

  1. Use of the Site.

You understand that, except for information, products or services clearly identified as being supplied by Chronix, Chronix does not operate, control or endorse any information, products or services on the Internet in any way. Except for Chronix-identified information, products or services, all information, products and services offered through the Site or on the internet generally are offered by third parties, that are not affiliated with Chronix.

You also understand that Chronix cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.

You shall not (a) attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Site, (b) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site, other than the search engines and search agents available through the Site and other than generally available third-party web browsers (such as Microsoft Explorer), or (c) use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Site or any portion of the Site, without the express written consent of Chronix, which may be withheld in Chronix’s sole discretion

 

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. CHRONIX PROVIDES THE SITE AND RELATED INFORMATION “AS IS” AND DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES, OR ENDORSEMENTS WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) REGARDING THE SERVICE, ANY INFORMATION OR SERVICE PROVIDED THROUGH THE SITE OR ON THE INTERNET GENERALLY. CHRONIX SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM THE SITE OR ANY CONTENT PROVIDED THEREOF. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. CHRONIX DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED.

YOU UNDERSTAND FURTHER THAT THE INTERNET CONTAINS UNEDITED MATERIALS, SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOUR ACCESS TO SUCH MATERIALS IS AT YOUR RISK. CHRONIX HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

 

Chronix makes no representations or warranties whatsoever about any other web site which you may accessed through the Site or which may link to the Site. When you access a non-Chronix web site, you understand such web site is independent of Chronix and that Chronix has no control over the content on such web site. In addition, a link to the Site does not mean that Chronix endorses or accepts any responsibility for the content, or the use, of such web site.

 

  1. Limitation of Liability.

IN NO EVENT WILL CHRONIX BE LIABLE FOR (I) ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITS, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SITE, OR DOWNLOADED FROM THE SITE, OR ANY DELAY OF SUCH INFORMATION EVEN IF CHRONIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SITE. 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, CHRONIX’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

IN ALL EVENTS, CHRONIX’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS ($100).

Any claims arising in connection with your use of the Site must be brought within one (1) year of the date of the event giving rise to such action. Remedies under this Agreement are exclusive and are limited to those expressly provided for in this Agreement.

 

  1. Indemnification.

You agree to indemnify, defend and hold harmless Chronix, its affiliate and subsidiaries and each of their respective officers, directors, employees, owners, agents, representatives, licensors, suppliers, insurers, successors and assigns from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person under your control or authority who accesses the Site.

 

  1. Third Party Rights.

The provisions of paragraphs 3 (Use of the Service) and 5 (Indemnification) are for the benefit of Chronix, its affiliate and subsidiaries and each of their respective officers, directors, employees, owners, agents, representatives, licensors, suppliers, insurers, successors and assigns. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

 

  1. Term and Termination.

This Agreement may be terminated by either party without notice at any time for any reason. The provisions of paragraphs 1 (Copyright, Licenses and Idea Submissions), 3 (Use of the Service), 5 (Indemnification), 6 (Third Party Rights), 8 (Governing Law and Dispute Resolution), and 9 (Miscellaneous) shall survive any termination of this Agreement.

 

  1. Governing Law and Dispute Resolution.

This Agreement shall all be governed and construed in accordance with the laws of the State of California and federal law of the United States of America applicable to agreements made and to be performed in State of California. You agree that any legal action or proceeding between Chronix and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be resolved exclusively by binding arbitration with a single arbitrator under the auspices of JAMS located in the City and County of San Francisco, State of California (www.jamsadr.com), except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Chronix may seek such relief in any court with jurisdiction over the parties. Any cause of action or claim you may have with respect to the Sits must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. Chronix shall pay any of JAMS’ filing fees and the parties shall equally share the costs and expenses of the arbitrator.

 

You understand that, in return for agreement to this provision, Chronix is able to provide the Site to you, and on the designated terms, and that your agreement to this provision is an indispensable consideration to this Agreement. You acknowledge and understand that, with respect to any dispute with Chronix arising out of or relating to this Agreement and/or your use of the Site:

  • YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
  • YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

 

  1. Miscellaneous.

This Agreement represents the entire understanding and agreement between you and Chronix regarding the subject matter hereof, and supersedes all previous agreements. Chronix’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Chronix may assign its rights and duties under this Agreement to any party at any time without notice to you.

Chronix is located at 5941 Optical Court, Suite 203E, San Jose, California 95138. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, California 95814, or by telephone at (800) 952-5210.

Any rights not expressly granted herein are reserved for Chronix.