Terms of Use | Novita Therapeutics

AGREEMENT BETWEEN USER AND NOVITA THERAPEUTICS REGARDING TERMS OF USE

The novitatherapeutics.com website is operated by Novita Therapeutics, LLC, a Delaware limited liability company (“Novita”), which is headquartered in Olathe.

RESTRICTIONS ON USE
The novitatherapeutics.com website is offered to you conditioned on your acceptance, without modification, of the terms, conditions, and notices contained herein (this “Agreement”). Your use of the novitatherapeutics.com website constitutes your agreement to all such terms, conditions, and notices as set forth below and in all links to this Agreement.

MODIFICATION OF TERMS OR USE
Novita reserves the right to change the terms under which the novitatherapeutics.com website or any other website belonging to or operated by Novita is offered at any time without prior notice to users.

PERSONAL AND NON-COMMERCIAL USE
Unless otherwise expressly agreed by Novita, this website or any other website belonging to or operated by Novita is for your personal and non-commercial use. You may not copy, distribute, transmit, display, perform, publish, reproduce, license, create derivative works from, transfer or sell any information obtained from the novitatherapeutics.com website or any other website belonging to or operated by Novita. Subject to all terms of this Agreement, you may download information obtained from the novitatherapeutics.com website or any other website belonging to or operated by Novita for your personal, non-commercial use only, provided you keep all copyright and other proprietary notices intact.

NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the novitatherapeutics.com website, or any other website belonging to or operated by Novita you represent and warrant to Novita that you will not use the website for any purpose that is unlawful or prohibited by this Agreement. You may not use the novitatherapeutics.com website or any other website belonging to or operated by Novita in any manner which could damage, disable, overburden, or impair it (or the network(s) connected to the novitatherapeutics.com website) or interfere with any other party's use of the novitatherapeutics.com website or any other website belonging to or operated by Novita. You may not obtain or attempt to obtain any materials or information through any means not made available or provided to you through the novitatherapeutics.com website or any other website belonging to or operated by Novita.

MATERIALS PROVIDED TO NOVITA OR POSTED TO THE NOVITATHERAPEUTICS.COM WEBSITEor any other website belonging to or operated by Novita.

If you submit any feedback, suggestions, or other communications (each “Submission” and collectively “Submissions”) to the novitatherapeutics.com website or to any other website belonging to or operated by Novita, you are granting Novita, its subsidiaries and affiliated companies and its designees a worldwide, royalty free, irrevocable, perpetual, unrestricted license to use your Submission in connection with the operation of Novita’s businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission. No compensation will be paid with respect to the use of your Submission, as provided herein. Novita is under no obligation to post or use any Submission you may provide and Novita may remove any Submission at any time in its sole discretion. By inputting or otherwise providing your Submission, you represent and warrant that you own all rights to the information contained in your Submission.

COPYRIGHT AND TRADEMARK NOTICES
All contents of the novitatherapeutics.com website or any other website belonging to or operated by Novita are: Copyright 2011. Novita Therapeutics, LLC 10900 S. Clay Blair Blvd. Suite 200, Olathe, KS 66061. All rights reserved. Material found on the novitatherapeutics.com website or any other website belonging to or operated by Novita contains the valuable properties of Novita, embodying substantial creative efforts, no part of which may be produced or transmitted in any form or by any means, or retained in any storage or retrieval system, without the express written permission of Novita.

Novita reserves all rights in its trademarks, service marks and trade names.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to:

Novita Therapeutics, LLC
ATTN: Legal Dept.
10900 S. Clay Blair Blvd.
Suite 200
Olathe, KS 66061

LINKS TO THIRD PARTY SITES / BUSINESS RELATIONSHIPS
Novita makes no representations whatsoever about any other website which you may access through the novitatherapeutics.com website or any other website belonging to or operated by Novita (“Linked Sites”). The Linked Sites are not under the control of Novita and Novita is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Novita is not responsible for web casting or any other form of transmission received from any Linked Site nor is Novita responsible if the Linked Site is not working appropriately. Novita is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Novita of the site or any association with its operators. You are responsible for viewing, being aware of and abiding by the privacy policies and terms of use posted at the Linked Sites.

PRIVACY AND PROTECTION OF PERSONAL INFORMATION
See the Privacy Policy for disclosures relating to the collection and use of your personal information.

USER REPRESENTATIONS
You represent and warrant that you are at least eighteen (18) years of age and that you have the legal right and ability to enter into this Agreement and use the novitatherapeutics.com website or any other website belonging to or operated by Novita. You agree to be fully and solely responsible for any child or other minor member of your household who may use or attempt to use the novitatherapeutics.com website or any other website belonging to or operated by Novita.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE NOVITATHERAPEUTICS.COM WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE NOVITATHERAPEUTICS.COM WEBSITE OR ANY OTHER WEBSITE BELONGING TO OR OPERATED BY NOVITA AND TO THE INFORMATION THEREIN. NOVITA AND/OR ITS RESPECTIVE VENDORS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE NOVITATHERAPEUTICS.COM WEBSITE OR ANY OTHER WEBSITE BELONGING TO OR OPERATED BY NOVITA AT ANY TIME WITHOUT NOTICE.

NOVITA AND/OR ITS RESPECTIVE VENDORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS CONTAINED WITHIN THE NOVITATHERAPEUTICS.COM WEBSITE OR ANY OTHER WEBSITE BELONGING TO OR OPERATED BY NOVITA FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. NOVITA AND/OR ITS RESPECTIVE VENDORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT.

YOU SPECIFICALLY AGREE THAT NOVITA SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE NOVITATHERAPEUTICS.COM WEBSITE. YOU SPECIFICALLY AGREE THAT NOVITA IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT NOVITA IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN THE NOVITATHERAPEUTICS.COM WEBSITE OR ANY OTHER WEBSITE BELONGING TO OR OPERATED BY NOVITA BY ANY THIRD PARTY.

IN NO EVENT SHALL NOVITA AND/OR ITS VENDORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE NOVITATHERAPEUTICS.COM WEBSITE, OR ANY OTHER WEBSITE BELONGING TO OR OPERATED BY NOVITA WITH THE DELAY OR INABILITY TO USE THE NOVITATHERAPEUTICS.COM WEBSITE OR ANY OTHER WEBSITE BELONGING TO OR OPERATED BY NOVITA OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, AND RELATED GRAPHICS OBTAINED THROUGH THE NOVITATHERAPEUTICS.COM WEBSITE OR ANY OTHER WEBSITE BELONGING TO OR OPERATED BY NOVITA OR OTHERWISE ARISING OUT OF THE USE OF THE NOVITATHERAPEUTICS.COM WEBSITE OR ANY OTHER WEBSITE BELONGING TO OR OPERATED BY NOVITA, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF NOVITA OR ANY OF ITS VENDORS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE NOVITATHERAPEUTICS.COM WEBSITE, OR ANY OTHER WEBSITE BELONGING TO OR OPERATED BY NOVITA OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE NOVITATHERAPEUTICS.COM WEBSITE OR ANY OTHER WEBSITE BELONGING TO OR OPERATED BY NOVITA.

NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF NOVITA, ITS AFFILIATES AND SUBSIDIARIES, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND VENDORS, IF ANY, FOR LOSS OR DAMAGE, SHALL NOT EXCEED THE CONSIDERATION OR FEES PAID BY THE USER FOR THE PARTICULAR INFORMATION OR SERVICES PROVIDED.

INDEMNIFICATION
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD NOVITA, ITS AFFILIATES AND SUBSIDIARIES, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FROM ANY CLAIM, DEMAND, OR DAMAGE, INCLUDING REASONABLE ATTORNEYS’ FEES, ASSERTED BY ANY THIRD PARTY DUE TO OR ARISING OUT OF ANY VIOLATION OF THIS AGREEMENT OR ANY ACTIVITY RELATED TO YOUR USE OF THE NOVITATHERAPEUTICS.COM WEBSITE OR ANY OTHER WEBSITE BELONGING TO OR OPERATED BY NOVITA OR USE BY ANY PERSON FOR WHOM YOU ARE RESPONSIBLE.

GENERAL
This Agreement and all disputes arising there under shall be governed by the laws of the State of Kansas, U.S.A. You irrevocably consent to exclusive jurisdiction and venue of the state and federal courts for Olathe, KS. Any claim or cause of action you may have against Novita, its subsidiaries or affiliates (or any officer, director, employee, agent thereof) must be commenced within one (1) year of when such cause of action arises. Use of the website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this section.

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

Novita’s failure to insist on the strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

You agree that no joint venture, partnership, employment or agency relationships exist between you and Novita as a result of this Agreement or your use of the novitatherapeutics.com website or any other website belonging to or operated by Novita.

You agree that Novita’s performance under this Agreement is subject to applicable law and legal process, and that nothing in this Agreement restricts Novita’s right or obligation to comply with any governmental, court or law enforcement request or requirement relating to your use of the novitatherapeutics.com website or any other website belonging to or operated by Novita.

ENTIRE AGREEMENT
Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and Novita with respect to the novitatherapeutics.com website or any other website belonging to or operated by Novita and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Novita with respect to the novitatherapeutics.com website or any other website belonging to or operated by Novita.

ELECTRONIC RECORDS AND COMMUNICATIONS - NOTICES
A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Novita may deliver notice to you under this Agreement by means of electronic mail, a general notice on the novitatherapeutics.com website or any other website belonging to or operated by Novita or by first class U.S. mail. You may send notices to Novita via electronic mail or to:

Novita Therapeutics, LLC
Attn: Legal Department
10900 S. Clay Blair Blvd.
Suite 200
Olathe, KS 66061