Terms of use

Welcome to the website of Hikma Pharmaceuticals PLC (“Hikma”) (the “Website”). This page (together with the documents referred to on it) sets out the terms on which you may use the Website, whether as a guest or a registered user (“Terms of Use”).

Please read and review these Terms of Use carefully before accessing or using the Website. By accessing the Website, you acknowledge that you have read, understood and accept the Terms of Use and agree to abide by them. If you do not fully accept the Terms of Use, you must not access or use the Website. These Terms of Use refer to the following additional terms, which also apply to your use of the Website:

Our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using the Website, you consent to such processing and you warrant that all personal data provided by you is accurate.

Our Cookie Policy, which sets out information about the cookies on our site.

Hikma reserves the right to change the Website and the Terms of Use from time to time without notice, which changes shall take effect from the next time you access the Website. Therefore, we suggest that every time you access the Website you access this page to ensure that you are aware of the current Terms of Use.

Accessing the Website. Access to the Website is permitted on a temporary basis, and Hikma reserves the right to withdraw or amend the service it provides on the Website without notice. Hikma will not be liable if the Website is unavailable at any time or for any period.

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures in connection with accessing the Website, you must treat such information as confidential, and you must not share it with any other person. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms of Use. You agree to notify us immediately upon becoming aware of any unauthorised disclosure or use of your user identification code and/or password.

You are responsible for making all arrangements necessary for you to have access to the Website. You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use, and that they comply with them.

Content

The information provided on the Website is for general information purposes only. Certain sections of this Website are intended for particular audience including Hikma's employees, customers and shareholders, as well as the healthcare community and the general public. Hikma will use reasonable efforts to ensure that information on the Website is accurate and up-to-date but gives no undertaking, warranty or representation of any kind (whether express or implied) as to its accuracy, currency, fitness for purpose or completeness. Some jurisdictions do not allow the exclusion of implied warranties or other terms and these are excluded only to the maximum extent permitted by applicable law.

The medical information available on the Website is not a substitute or replacement for a medical consultation, nor does it constitute advice, recommendation or suggestion for self-prescription or self-medication. Users should not use this information to assess, diagnose or treat any medical complaint and you must seek professional advice from a qualified physician before taking any action in respect of information provided on the Website. Information on Hikma’s products may vary by country and you must check with local regulatory authorities to check for relevant information or variations.

Any of the material on the Website may be out of date at any given time, and Hikma is under no obligation to update such material. Some statements made on this Website are historical and should be understood as referring to events as they stood at the time that the information was first published. Events may also have superseded forward-looking statements made on this Website and the facts subsisting may differ from the views expressed or implied by such forward-looking statements. Past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Nothing on this Website should be construed as the giving of advice or the making of a recommendation, and should not be relied on as the basis of any decision or action.

Functionality

Hikma does not warrant that functions available on the Website will be uninterrupted or error free, that defects will be corrected, or that the server that makes it available is free of viruses or bugs. You acknowledge that it is your responsibility to implement sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output. You confirm that you are aware of and assume all risks related to the use of the internet, including risks of damage to your software and hardware due to the presence in the Website or any other related website of a virus or any other element capable of altering the computer system.

Viruses, hacking and other offences. You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, you may be committing a criminal offence under the Computer Misuse Act 1990. Hikma may report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.

Hikma will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any material posted on it, or on any website linked to it. You are advised to virus check all materials and/or content accessed and/or downloaded from the Website using commercially available, up to date virus checking software.

You and/or any other person accessing the Website may use the Website for lawful purposes only. You and/or any other person accessing the Website must not use the Website in any way that breaches any applicable law or regulation, or which is in any way unlawful or fraudulent.

Liability

You agree that access to and use of the Website is at your own risk and sole discretion. To the extent permitted by law, neither Hikma nor any subsidiary of Hikma, nor any party involved in creating, producing or delivering the Website accepts any liability for any loss or damages, including without limitation, direct, incidental, consequential, indirect or punitive damages, loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, loss of goodwill, wasted management or office time, or any other loss or damage of any kind, whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, that may arise out of access to, information downloaded or obtained from or through, use of or inability to use, this Website, or any errors or omissions in the content thereof.

To the maximum extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Website or its use or any content on it, whether express or implied.

Links and third party content

The Website may contain links to websites of third parties. These are provided for your information only. Hikma is not responsible for the contents or reliability of any other websites to which the Website provides a link and Hikma does not endorse the views expressed within them. Furthermore, providing links to those websites does not imply a suggestion or recommendation to visit them. Hikma shall not be liable for any damages, direct or indirect, which users might suffer, derived from the information contained in said websites, or from the relationship that might arise between users and third parties whose services have been published on the Website. In particular, we do not accept any liability arising out of any allegation that any third party owned content (whether published on this, or any other, website) infringes the intellectual property rights of any person or any liability arising out of any information or opinion contained on such third party website or content.

Linking to the Website

You may create a link from another website which is owned by you to the home page of the Website, provided that you do so in a way that is fair and legal and does not damage Hikma's reputation or goodwill, or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on Hikma's part, except with Hikma's prior written consent.

The Website must not be framed on any other site, nor may you create a link to any part of the Website other than the home page. Hikma reserves the right to withdraw any linking permission without notice. If you wish to make use of material on the Website other than as set out above, please address your request to media@hikma.com.

Communications

Subject to our Cookie Policy and Privacy Policy, any communication or other material that you send to us through the internet or post on the Website by electronic mail or otherwise, such as any questions, comments or suggestions, are and will be deemed to be non-confidential and non-proprietary and Hikma shall have no obligation of any kind with respect to such information. By sharing any contribution (including any text, photographs, graphics, video or audio) with us you agree to grant us an irrevocable, royalty-free, worldwide, perpetual, non-exclusive licence to use, copy, distribute, disclose and display the material in any way we want (including modifying or deleting it). In order that we can use your contribution, you confirm that your contribution is your own original work, is not defamatory and does not infringe any laws and that you have the right to give us permission to use it for the purposes specified above. Hikma is permitted to disclose your identity to any third party who is claiming that any material posted or uploaded by you to the Website constitutes a violation of their intellectual property rights, or their right to privacy.

Intellectual Property Rights and Trademarks

The contents of the Website are protected by copyright and other intellectual property around the world. All the intellectual property rights in the Website, including without limitation, in all documents, files, text, images, RSS feeds, audio files, podcasts, video files, flash tutorials, graphics, devices and code contained in it and in the Website's general "look and feel", is owned by Hikma, its affiliates or its third party providers.

Hikma hereby authorizes you to copy extracts of and/or documents published on the Website (except for third party owned content which has been identified as such) for non-commercial personal use only, provided that any copy of the documents which you make shall retain all copyright and other proprietary notices and any disclaimer contained on the documents. If you print off, copy or download any part of the Website in breach of these Terms of Use, your right to use the Website will cease immediately and you must, at Hikma's option, return or destroy any copies of the materials you have made.

Except as expressly provided above, you may not otherwise copy, display, download, distribute, modify, reproduce, republish, reverse engineer or retransmit any information, text or documents contained in the Website or any portion thereof in any electronic medium or in hard copy, or create any derivative work based on such images, text or documents, without the express written consent of Hikma.

No information or statement contained herein shall be construed as conferring by implication, estoppel, or otherwise any licence or right under any patent, copyright, trademark or other intellectual property right of Hikma, or its affiliates, or any third party. Except as expressly provided above, no information or statement contained herein shall be construed as conferring any licence or right under any Hikma group patent, copyright or trademark. No Hikma trademark or logo may be used or reproduced without our prior written consent.

Hikma cannot guarantee that you have any right to use third party owned content which is available on the Website and you must obtain permission from the third party owner before using or downloading such content.

All product names, whether or not appearing in print or with the trademark symbol, are trademarks of Hikma, its affiliates, related companies or its licensors or joint venture partners, unless otherwise noted. The use or misuse of these trademarks or any other materials, except as permitted herein, is expressly prohibited and may be in violation of copyright law, trademark law, the law of slander and libel, the law of privacy and publicity, and communications regulations and statutes.

Share price disclaimer

The share price details provided on the Website are given for information purposes only and nothing on this Website constitutes an invitation, offer to invest or deal in, or solicitation of an offer to subscribe for, the shares, ADRs, GDRs, bonds or any other securities of Hikma or any related securities. Actual results and performance may differ materially from any forecast, opinion or expectation, including any expressed on this Website, and the past performance of securities must not be relied on as a guide to their future performance. You should seek independent, professional advice before acting or relying upon any information contained on the Website. In particular, by permitting the use of the Website, Hikma does not hold itself out as providing any financial or other investment advice nor does the display of share price information constitute any inducement to invest in such shares or related securities.

Information about Hikma

This Website is operated by Hikma Pharmaceuticals PLC. Hikma is a public limited company registered in England and Wales with company number 5557934. Its registered office is at 1 New Burlington Place, London, W1S 2HR. Hikma’s VAT number is GB882276887.

How to contact Hikma

You can contact Hikma by sending an email to media@hikma.com or marketing@hikma.com

Legal Jurisdiction. The English courts have exclusive jurisdiction over any claim arising from, or related to, your visit or use of the Website. These Terms of Use are governed by, and shall be interpreted in accordance with, English law.

This website is controlled, operated and administered by Hikma Pharmaceuticals USA Inc. (or its licensees). All inquiries may be directed to:  customerservice@hikma.com, and uslegal@hikma.com.

Your access to and use of our website(s) (the “Website”) is subject to the following terms of use (these “Terms of Use”) as well as our Privacy Statement located at https://www.hikma.com/privacy-policy/ and all applicable statutes, orders, regulations, rules, and other laws.  By accessing and browsing the Website and, if you choose to do so, by creating an online account on the Website, you accept and agree to be bound by these Terms of Use and Privacy Statement, which are conditions of permission to access the Website.  If you do not agree to these Terms of Use and Privacy Statement, you do not have the right to access and use the Website or create an online account.  If you are younger than eighteen (18) years of age, you are forbidden from creating an online account on the Website or providing or posting information on the Website.

The form and nature of the services, content and all information posted on the Website is subject to change without notice.  In addition, these Terms of Use may be changed, altered, or modified at any time without prior notice.  Hikma Pharmaceuticals USA Inc. (the “Company,” “we,” or “us”) will make such changes by posting them here.  You should check this page periodically for such changes.  You can determine when these Terms of Use were last revised by referring to the “Last Updated” legend at the bottom of these Terms of Use.  Your continued access of the Website after such changes conclusively demonstrates your acceptance of those changes.

We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: (1) modify or discontinue the Website, with or without notice; (2) charge fees in connection with the use of the Website; (3) modify and/or waive any fees charged in connection with the Website; and/or (4) offer opportunities to some or all users of the Website.  In these Terms and Conditions, “Affiliated Entity” means any direct or indirect parent, subsidiary, sponsor, or affiliated entity of Company.  You agree that neither Company nor any Affiliated Entity shall be liable to you or to any third party for any modification, suspension or discontinuance of the Website, in whole or in part, or of any service, information and materials contained herein, software used to make the Website, or feature or product offered through the Website.

Permitted Use, Limited License and Authorization to Reproduce

The Website, all of the information and materials contained herein, and the software used to make the Website available (collectively, “Content”) are and shall remain the property of Company and its licensors and suppliers, and are protected, without limitation, pursuant to U.S. and foreign copyright, trademark, patent, and/or other proprietary rights and laws.  You do not acquire any right, title, or interest in such Content by virtue of accessing the Website or making use of the permitted uses allowed under these Terms of Use.

Copyrights

You should assume that everything you see or read on the Website is copyrighted unless otherwise noted and may not be used except as provided in these Terms of Use (see Paragraph 1 above) or in the text on the Website without the written permission of Company.  Company neither warrants nor represents that your use of materials displayed on Company’s Websites will not infringe rights of third parties not owned by or affiliated with Company.  Images, photographs, or illustrations displayed on the Website are either the property of, or used with permission by, Company.  The use of these materials by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms of Use or specific permission provided elsewhere on the Website.  Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. PLEASE NOTE THAT UNAUTHORIZED USE OF THE WEBSITE OR ANY CONTENT ON THE WEBSITE (INCLUDING WITHOUT LIMITATION ANY SOFTWARE MADE AVAILABLE THROUGH THE WEBSITE) MAY IN PARTICULAR JURISDICTIONS RESULT IN MONETARY DAMAGES AND OTHER CIVIL AND CRIMINAL PENALTIES INCLUDING, WITHOUT LIMITATION, FOR COPYRIGHT INFRINGEMENT.

Trademarks

The trademarks, logos, service marks, brand identities, title, characters, trade names, graphics, designs, copyrights and other properties appearing within Website (collectively the “Trademarks”) displayed on the Website are protected intellectual property, which includes registered and unregistered trademarks of Company, its affiliates, and others.  Nothing contained on the Website should be construed as granting, by implication, or otherwise, any license or right to use any Trademark displayed on this Website without the written permission of Company or such third party that may own the Trademark displayed on the Website.  Your misuse of the Trademarks displayed on the Website, or any other content on the Website, except as provided herein, is strictly prohibited.

Unauthorized Use or Access

Unless otherwise expressly authorized in these Terms of Use or on the Website, you may not take any action to interfere with the Website or any other user's use of the Website or decompile, reverse engineer, or disassemble any Content or other products or processes accessible through the Website, nor insert any code or product or manipulate the Content in any way that affects any user's experience.  While using the Website, you are required to comply with all applicable statutes, orders, regulations, rules, and other laws.  In addition, we expect users of the Website to respect the rights and dignity of others.  Your use of the Website is conditioned on your compliance with the rules of conduct set forth in this Paragraph 4.

You may not (and you expressly agree that you will not) do any of the following, which violate these Terms of Use:

a. Post, upload, share, transmit, distribute, facilitate distribution of, or otherwise make available, through or in connection with the Website:

i. Anything that is or may be (a) threatening, harassing, degrading, hateful, or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic, or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity, or other proprietary right without the express prior consent of the holder of such right.

 ii. Any material that (a) would give rise to criminal or civil liability; (b) contains or promotes violence, drug use, illegal gambling or other criminal activity; (c) encourages conduct that constitutes a criminal offense; or (d) encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking,” or “phreaking.”

iii.  Any virus, worm, “Trojan Horse,” “Easter egg,” time bomb, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.

iv. Any unsolicited or unauthorized advertising, promotional material, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation.

v. Any material, non-public information about any entity without the proper authorization to do so.

b. Use the Website for any fraudulent or unlawful purpose.

c. Use the Website to defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including without limitation others' privacy rights or rights of publicity, or harvest or collect personally identifiable information about users of the Website.

d. Impersonate any person or entity, including without limitation any representative of Company or an Affiliated Entity; falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Website; or express or imply that we endorse any statement you make.

e. Interfere with or disrupt the operation of the Website or the servers or networks used to make the Website available; or violate any requirements, procedures, policies, or regulations of such networks.

f. Restrict or inhibit any other person from using the Website (including without limitation by hacking or defacing any portion of the Website).

g. Use the Website to advertise or offer to sell or buy any goods or services for any business purpose, without Company's express prior written consent.

h. Reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Website.

i. Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Website.

j. Remove any copyright, trademark, or other proprietary rights notice from the Website or materials originating from the Website.

k. Frame or mirror any part of the Website without Company's express prior written consent.

l. Create a database by systematically downloading and storing Website Content.

m. Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in any way gather Website Content or reproduce or circumvent the navigational structure or presentation of the Website.

Additionally, you acknowledge and agree that you (and not Company) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the Website, and paying all charges related thereto.

International Users

The Website is controlled, operated, and administered by Company (or its licensees) from its offices within the United States of America and is not intended to subject Company to the laws or jurisdiction of any state, country, or territory other than that of the United States.  Company does not represent or warrant that the Website or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States.  Those who choose to access the Website do so on their own initiative and at their own risk, and are responsible for complying with all local statutes, orders, regulations, rules, and other laws.  You are also subject to United States export controls and are responsible for any violations of such controls, including without limitation any United States embargoes or other federal rules and regulations restricting exports.   Company may limit the Website's availability, in whole or in part, to any person, geographic area, or jurisdiction we choose at any time and at its sole discretion.  Note that your personal data, if you provide any, will be stored in Company databases (including local storage), Affiliated Entity databases, and/or databases managed by third party service providers, which are located within and outside of the United States.  Such data will be automatically transferred to these databases, which may be located in countries where privacy rules differ and may be less stringent than those of the country in which you reside.  If you visit our Website from a country in the European Union, you consent to such cross-border transfers of personal data to the United States.

Termination of Access

These Terms of Use are in effect until terminated by either party.  You may terminate this agreement by destroying all materials obtained from all Company Websites, along with all related documentation and all copies and installations and by closing any online account(s) that you created on the Website.

In addition to any right or remedy that may be available to Company under applicable law, Company may suspend, limit, or terminate all or a portion of your access to the Website, and/or your rights to use any of the Content at any time with or without notice and with or without cause, including without limitation, if Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use.  Upon any such termination, your right to use the Website will immediately cease.  In addition, Company may refer any information on illegal activities, including your identity, to the proper authorities.  You agree that neither Company nor any Affiliated Entity shall not be liable to you or any third party for any suspension, limitation, or termination of your access to the Website.

Accuracy of Information You Submit

You may be permitted to or asked to submit information to the Website.  You expressly represent and warrant: (a) that you have the authority to provide Company with all such information; (b) that all such information may be used by Company for the purposes intended; (c) that all such information shall be true, accurate, and complete; and (d) that you will maintain and update such information as needed, such that the information remains true, accurate, and complete.  You agree that if any information you provide is false, inaccurate, obsolete, or incomplete, we may terminate your access to or use of the Website.

Links to Other Sites

As a service to you and for your convenience, the Website may provide links to third-party websites and online resources.  We are not responsible for and do not endorse or sponsor those third-party websites and resources.  Other sites may link to the Website with or without our authorization, and we may block any links to or from the Website without prior notice.

YOU AGREE THAT YOUR USE OF THIRD PARTY WEBSITES AND RESOURCES, INCLUDING BY WAY OF ILLUSTRATION AND NOT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE PRIVACY POLICIES AND TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH THIRD PARTY SITES AND RESOURCES.

Promotions

Any promotions or offers set forth on the Website are void where prohibited, and are subject to the posting of any official rules pertaining to such promotions or offers.

Accounts

You may choose to create an online account on the Website.  You will need to access your account through a web browser.  Company has no responsibility for the availability of the Internet and other telecommunication services necessary to access the Services.  To protect your online account, keep your password confidential.  You are responsible for the activity that happens on or through your account.  Try not to reuse your account password on third-party applications.  If you learn of any unauthorized use of your password or account, please notify Company at customerservice@hikma.com.  We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your online account information secure.

Privacy

We take your privacy seriously.  Your submission of personally identifiable information and personal data through the Website is governed by Company's Privacy Statement located at https://www.hikma.com/privacy-policy/.  These Terms of Use incorporate by reference the terms and conditions of the Privacy Policy.

Disclaimers

a. Technical Disclaimer

The material on this Website could include technical inaccuracies or other errors. Your use and browsing of the Website is at your risk.  Company does not warrant that the functional aspects of the Website will be uninterrupted or error free or that this Website or the server that makes it available are free of viruses or other harmful components.

Further, we do not promise THAT THIS WEBSITE, NOR ANY INFORMATION, CONTENT OR MATERIALS MADE AVAILABLE THROUGH THE WEBSITE, WILL BE ACCURATE, RELIABLE, COMPLETE, ERROR FREE, OR COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE.

b. General Disclaimer

WITHOUT LIMITING THE FOREGOING, COMPANY, ANY AFFILIATED ENTITY, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EQUITY HOLDERS, EMPLOYEES, CONSULTANTS, AGENTS, REPRESENTATIVES, LICENSORS, AND PROVIDERS MAKE NO REPRESENTATION OR WARRANTY (A) REGARDING THE STATEMENTS, ACTS, OR OMISSIONS OF ANY THIRD PARTIES; (B) THAT THE WEBSITE AND/OR ANY OF ITS FEATURES WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO THE WEBSITE AND/OR ITS FEATURES WILL BE UNINTERRUPTED OR SECURE; (C) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (D) THAT THE WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH THE WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Neither Company, nor any Affiliated Entity, nor any of their respective agents or consultants, nor any other party involved in creating, producing, or delivering the Website, is liable for any direct, incidental, consequential, indirect, or punitive damages or losses arising out of or in connection with your access to, or use of, the Website, its features, or any Content made available through the Website, even if advised in advance of such damages or losses, to the extent permitted by applicable law.  OUR MAXIMUM LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE SHALL BE THE TOTAL AMOUNT PAID BY YOU TO US TO ACCESS AND USE THE WEBSITE.

IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Indemnification

You agree to defend, hold harmless, and indemnify Company, any Affiliated Entity, and their respective officers, directors, employees, consultants, agents, shareholders, members, equity holders, and representatives from and against any and all claims, liabilities, damages, fines, penalties, or costs of whatsoever nature (including reasonable attorneys' fees and costs), arising out of or in any way connected with: (i) any breach by you of these Terms of Use; or (ii) your use of the Content or services available on the Website in any unauthorized manner.

Severability

If any part of these Terms of Use shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms of Use.

Waiver; Remedies

The failure of Company to partially or fully exercise any rights or the waiver of Company of any breach of these Terms of Use by you, shall not prevent a subsequent exercise of such right by Company or be deemed a waiver by Company of any subsequent breach by you of the same or any other term of these Terms of Use.  The rights and remedies of Company under these Terms of Use shall be cumulative and the exercise of any such right or remedy shall not limit Company's right to exercise any other right or remedy.

California Consumer Protection Information

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice:

California residents may 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.

Governing Law; Forum

The laws of the State of New Jersey shall govern these Terms of Use, without regard to its conflict of laws principles.  You hereby expressly consent to the exclusive jurisdiction of and venue in the courts located in the State of New Jersey, and waive any objection to such courts, including without limitation, on the basis of personal jurisdiction, venue or inconvenience of the forum.  YOUR HEREBY IRREVOCABLY WAIVE YOUR RIGHT TO TRIAL BY JURY.

Miscellaneous

a. These Terms of Use do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Company. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms of Use without our express prior written consent.

b.  Any heading, caption, or paragraph title contained herein is inserted only as a matter of convenience, and in no way defines or explains any paragraph or provision hereof.

c. By using the Website, you agree to be bound by these Terms of Use, and to the extent that any or all terms of these Terms of Use are inconsistent with any agreement, written or oral, you may have previously or contemporaneously entered into and/or signed with Company with respect to the subject matter herein, you acknowledge and agree that the terms of these Terms of Use shall supersede such other agreement and prevail.

d. Notices to you may be made via posting to the Website, by e-mail, or by regular mail, at Company's discretion (in the latter two situations, via the most recent address that we have on file).

e. The Website may also provide notices of changes to these Terms of Use or other matters by displaying such notices or by providing links to such notices.

f. By visiting the Website or by sending emails to us, you are knowingly and voluntarily consenting to receive communications from us electronically. We will communicate with you by email or by posting notices on this Website.  You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

g. Without limitation, you agree that a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Last Updated: June 26, 2018