Terms of Use

BY USING OR ACCESSING THE SITE OR BY PROVIDING INFORMATION THROUGH THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS OF USE. IN ADDITION, IF YOU ARE USING A PARTICULAR SERVICE ON THE SITE OR ACCESSED VIA THE SITE, YOU AGREE TO BE SUBJECT TO ANY RULES OR GUIDELINES APPLICABLE TO SUCH SERVICES, AND SUCH RULES OR GUIDELINES WILL BE INCORPORATED BY REFERENCE WITHIN THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, OR YOU DO NOT MEET ANY ELIGIBILITY REQUIREMENTS ESTABLISHED BY AFAXYS FOR USE OF AND ACCESS TO THE SITE, YOU MAY NOT ACCESS, VIEW, OBTAIN SERVICES FROM, OR OTHERWISE USE THE SITE. YOU ACKNOWLEDGE THAT YOU ARE 18 YEARS OF AGE OR OLDER, OR IF YOU ARE UNDER THE AGE OF 18 THAT YOU HAVE PARENTAL OR GUARDIAN CONSENT PRIOR TO USING THIS SITE. YOU AGREE TO THE TERMS AND CONDITIONS OF THE AFAXYS PRIVACY POLICY HEREBY INCORPORATED BY REFERENCE, WHICH DETAILS THE WAYS IN WHICH WE USE AND DISCLOSE PERSONAL INFORMATION THAT BELONGS TO OR IS RELATED TO YOU.
 

THESE TERMS OF USE CONTAIN AN ARBITRATION CLAUSE THAT AFFECTS YOUR RIGHTS. IN THE EVENT THESE TERMS OF USE ARE FOUND TO NOT BE SUBJECT TO THE FEDERAL ARBITRATION ACT, THESE TERMS OF USE ARE SUBJECT TO ARBITRATION PURSUANT TO S.C. CODE SECTION 15-48-10 ET SEQ.

 

“SITE” DEFINED

The “Site” encompasses the AFAXYS websites, including without limitation those accessible at or through http://www.AFAXYS.com and all associated AFAXYS web pages, including without limitation all content, materials, information, policies, modifications, updates, enhancements, revisions, new features, and/or new web properties of such pages, along with all Site services provided through such websites and web pages. The purpose of the Site is to (a) provide users of the publicly accessible portion of the Site with access to certain content concerning AFAXYS, its products and services, and related information as a complimentary service for informational and educational purposes only, and (b) provide certain client tools to users of the password-protected portion of the Site (collectively, “Purpose”).

 

MODIFICATION OF THESE TERMS OF USE AND THE SITE

You are responsible for regularly reviewing these Terms of Use. AFAXYS has the right, but not the obligation, to correct any errors or omissions in any portion of the Site and these Terms of Use. AFAXYS reserves the right, at its sole discretion, to change, modify, add, remove or terminate any portion of the Site or these Terms of Use, in whole or in part, at any time. All changes to these Terms of Use are effective immediately upon being posted to the Site. Your continued use of the Site following any changes to these Terms of Use will mean you accept these changes.

 

SITE USE

Restrictions on Use

You agree to use the Site only as provided herein. You will not:

• Transmit to the Site any content, or conduct yourself in any manner, that could be construed as defamatory, libelous, obscene, bigoted, hateful, racially offensive, vulgar, harassing, inflammatory, pornographic, violent, profane, threatening, unfair, inaccurate, deceptive or unlawful, or that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, whether under statute, common law or equitable principles, or otherwise violate any law.
• Falsify or delete any author attributions, copyright notices or legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, or that is provided with Site materials or accessed through the Site.
• Conduct or forward surveys, contests, pyramid schemes or chain letters.
• Send any bulk commercial email, or send any unsolicited email to any party.
• Harvest or otherwise collect information about others, including email addresses.
• Use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site.
• Use the Site in any manner that could create a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement.
• Obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
• Violate any code of conduct or other guidelines which may be applicable to any particular Site services.
• Violate any applicable laws or regulations, including any intellectual property laws or regulations, or violate these Terms of Use.
• Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or of the Site server.
• Access or attempt to access any other user’s account, or misrepresent or attempt to misrepresent your identity while using the Site, including misrepresentation as an AFAXYS agent or representative, or misrepresentation stating or implying our endorsement of you or your product or activity.

 

INFORMATION DISCLOSURE

Disclosure Under Law

AFAXYS reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, including personally identifiable information, or to edit, refuse to allow or to remove any information or materials, in whole or in part, at AFAXYS’ sole discretion.

 

Providing Correct Personal Information

In the course of using the Site, you may be required to enter certain information, including without limitation personal information (collectively, “Information”). You represent and warrant that you will provide AFAXYS with full, true and correct Information, and to update such Information on the Site promptly as reasonably necessary and as required by the Site.

 

MATERIALS

License in Materials

AFAXYS does not claim ownership of any data, information (both personal or otherwise) or other materials that you enter through the Site (collectively, “Materials”). There are two types of Materials: (a) Materials that are uploaded through the accounts of users of the password-protected portion of the Site for purposes specific to such user (collectively, “Account Materials”), and (b) Materials that are uploaded by users for purposes of general dissemination, such as postings to any blogs that AFAXYS may offer, or Feedback, defined below (collectively, “General Materials”). By transmitting, uploading, inputting, providing or submitting (collectively, “Submitting” or “Submit”) any Account Materials, you are granting AFAXYS, its affiliated companies and sublicensees a non-exclusive, royalty-free, worldwide right to post such materials for your access and use while your account with AFAXYS remains open and to archive such materials thereafter. By Submitting any General Materials, you are granting AFAXYS, its affiliated companies and sublicensees a non-exclusive, royalty-free, perpetual, worldwide, irrevocable and fully sublicenseable license in and to such General Materials, and confirming that such General Materials are non-confidential and non-proprietary. You hereby waive all rights to any claim against the AFAXYS Entities (defined below) and any Site users for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with Materials. In the event that you Submit to AFAXYS any Account Materials for the purpose of making such materials generally accessible to other Site users, such as posting such materials on AFAXYS’ blog, such materials will be deemed General Materials and you grant AFAXYS a General Materials license in such materials.

 

Feedback

If you provide AFAXYS with Materials such as comments, bug reports, feedback or modifications proposed by you to AFAXYS, the Site, or the goods and/or services provided through the Site (collectively, “Feedback”), then in addition to the license granted in all Materials, AFAXYS will have the right to use such Feedback at AFAXYS’ discretion, including but not limited to incorporating such Feedback into the Site and the right to assign, license or otherwise use such Feedback. You hereby give AFAXYS a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate such Feedback and use such Feedback for any purpose. No compensation will be paid with respect to the use of your Materials, as provided herein.

 

Your Responsibility for Materials and AFAXYS’ Monitoring Rights

You will be responsible for your own Materials and the consequences of transmitting those Materials. AFAXYS has no obligation to monitor your or any other user’s use of the Site. AFAXYS reserves the right to review and monitor your use of the Site, including without limitation your use of any user ID and/or password in accessing the Site and any Materials Submitted to or revised on the Site, and to remove any Materials that AFAXYS believes in its sole discretion violate these Terms of Use. AFAXYS reserves the right to restrict or terminate your access to the Site, including, without limitation, your access to any or all of the services provided thereunder or your ability to use any Site user ID and/or password, at any time without notice if we believe you have violated these Terms of Use or are likely to violate these Terms of Use. Your sole remedy against AFAXYS in the event of a dispute arising out of these Terms of Use, the Site or your use thereof, is to terminate these Terms of Use by ceasing your use of the Site. In the event of termination of these Terms of Use, AFAXYS may delete and/or store, at its discretion, Materials and data associated with your use of the Site. AFAXYS may also change, suspend, or discontinue any aspect of the publicly available portion of the Site at any time, including the availability of any Site feature, database, or content. With regard to the password-protected portion of the Site, AFAXYS will provide you with thirty (30) days’ notice prior to materially changing, suspending or discontinuing any aspect of this portion of the Site.

 

USER REPRESENTATIONS AND WARRANTIES

By using or accessing the Site or Submitting your Materials, you (1) represent and warrant that you own or otherwise control all of the rights to your Materials necessary to grant the licenses granted in this Section (Materials), including, without limitation, all the rights necessary for you to Submit the Materials, and have all right, power and authority to enter into these Terms of Use and to fully perform hereunder, (2) represent and warrant that your use of the Site, Site content and/or Materials does not and will not violate or infringe any third party right, including but not limited to any third party intellectual property right, right of publicity or privacy, right of trade secret or confidentiality, or contractual right, or violate any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject, (3) represent and warrant that you will comply with all applicable laws, contracts and/or agreements, at your sole expense and liability, in connection with your use of or access to the Site, (4) represent and warrant that you will Submit and use Materials only in accordance with the licenses you have granted herein and (5) agree that AFAXYS shall not be liable to you or any third party for accepting or not accepting your Materials or for deleting or not deleting your Materials, in whole or in part.

 

DISCLAIMERS

 

No Reliance or Medical Advice

AFAXYS is not a healthcare provider; the Site is provided solely for the Purpose and should not be used in place of a visit or consultation, or of otherwise securing the advice of a physician or other healthcare or professional services provider. You should not use the Site to diagnose or treat a disease or health problem. You acknowledge that AFAXYS does not render legal, medical, counseling, or other professional services or advice. We encourage you to seek appropriate professional advice from the appropriate physician or healthcare professional promptly for any situation or problem that you or a patient may have.

 

Forward Looking Statements

The Site may include statements concerning AFAXYS operations, prospects, strategies, financial condition, future economic performance and demand for AFAXYS products or services, as well as its intentions, plans and objectives, are forward-looking statements. These statements are based upon a number of assumptions and estimates that are subject to significant uncertainties, many of which are beyond our control. When used on or in the Site, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein do not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of AFAXYS securities-related filings or documents. AFAXYS assumes no obligation, and does not intend to update these forward looking statements.

 

External Links or References

The Site may contain links or references to other parties’ sites, which links are provided as a convenience to you only. Please be aware that we cannot be and are not responsible for the privacy or other practices of any such outside sites (which sites are not part of the Site), and AFAXYS expressly disclaims any and all liability related to such sites and sites relating thereto. AFAXYS does not endorse, and is not responsible or liable for, directly or indirectly, any damage or loss caused or alleged to be caused by or in connection with any content, advertising, products or other information on or available from such linked sites or any link contained in a linked site. We encourage our users to consider this if they decide to visit such outside sites and to read the applicable privacy policies and terms of use of each such site.

 

Information, News and Press Releases

The Site may contain information, news and/or press releases about AFAXYS. While this information was believed to be accurate as of the date it was prepared, AFAXYS disclaims any duty or obligation to update this information, news or any press releases. Information about companies other than AFAXYS contained in the news, press releases or otherwise, should not be relied upon as being provided or endorsed by AFAXYS.

 

Disclaimer of Representations and Warranties

YOU AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK. EFFORTS BY AFAXYS TO MODIFY THE SITE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS. THE SITE, INCLUDING ALL CONTENT, INFORMATION OR SERVICES PROVIDED THROUGH, OR IN CONJUNCTION WITH, THE SITE, IS PROVIDED “AS IS,” AS A CONVENIENCE TO ALL USERS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (2) OF INFORMATIONAL CONTENT OR ACCURACY, (3) OF NON-INFRINGEMENT, (4) OF QUIET ENJOYMENT, (5) OF TITLE, (6) THAT THE SITE WILL OPERATE IN AN ERROR FREE, TIMELY, SECURE, OR UNINTERRUPTED MANNER, IS CURRENT AND UP TO DATE AND ACCURATELY DESCRIBES AFAXYS’ PRODUCTS AND SERVICES, OR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (7) THAT ANY DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED, OR (8) THAT THE SITE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM.

 

Disclaimer of Liability

IN NO EVENT SHALL AFAXYS AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, INTERNAL OPERATING UNITS, AFFILIATES, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES (COLLECTIVELY, WITH AFAXYS, THE “AFAXYS ENTITIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE OR WITH THE DELAY OR INABILITY TO USE SAME, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE, OR FOR ANY INFORMATION, PRODUCTS, AND SERVICES OBTAINED THROUGH OR VIEWED ON THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHERWISE, EVEN IF AFAXYS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM AFAXYS’ NEGLIGENCE OR GROSS NEGLIGENCE.

 

BECAUSE SOME STATES/JURISDICTIONS 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, LIABILITY OF THE AFAXYS ENTITIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. ADDITIONAL DISCLAIMERS APPEAR WITHIN THE BODY OF THE SITE AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE SITE OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY.

 

INDEMNIFICATION

You will indemnify, defend (or settle) and hold harmless the AFAXYS Entities from all claims, actions, proceedings, losses, settlements, judgments, liabilities, suits, damages, disputes or demands, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission, and including reasonable attorneys’ fees and all other costs, fees, and expenses (collectively, “Claims”) against any of the AFAXYS Entities to the fullest extent permitted by law arising out of or in connection with (1) your conduct, provision of content or use of the Site, or such actions by any third party through you, (2) your violation of the rights of another person or party, (3) any Materials provided or made available by you, and (4) any breach or violation by you of your obligations under these Terms of Use, including without limitation any breach of your representations and warranties herein. You will not settle any indemnified claim without the prior written consent of AFAXYS, such consent not to be unreasonably withheld. In connection with any Claims that may give rise to your indemnification obligations as set forth above, the AFAXYS Entities shall have the exclusive right, at their option, to defend, compromise and/or settle the suit, action or proceeding, and you shall be bound by the determination of any suit, action or proceeding so defended or any compromise or settlement so effected. The remedies provided in this Section are not exclusive of and do not limit any other remedies that may be available to the AFAXYS Entities pursuant to this Section.

 

YOUR ACCOUNT

 

Security of Account and Password

In the event you establish an account and receive or establish a password for such account, you are responsible for maintaining the confidentiality of your account and password, and for restricting access to your computer. You accept full responsibility and liability for all activities that occur under your account or password. AFAXYS reserves the right to refuse service, terminate accounts, or remove content at its sole discretion. You represent and warrant that the information you supply during any registration or update process will be accurate and complete and that you will not (1) impersonate or misrepresent your association with any person or entity, including without limitation registering under the name of another person, or seek to conceal or misrepresent the origin of any content or information provided by you, (2) choose a user name that AFAXYS in its sole discretion deems inappropriate, or (3) choose a user name for the purposes of deceiving or misleading AFAXYS as to your true identity. You agree not to impersonate any other person.

 

Notification of Unauthorized Use/Ceasing Access

You shall notify AFAXYS immediately of any unauthorized use or threat of unauthorized use of your account or the Site or of any other breach or potential breach of security known to you with respect to your account or the Site, including without limitation any loss or compromise of any password, and will cooperate with AFAXYS in every reasonable way to help AFAXYS prevent the further unauthorized use, threat of unauthorized use, disclosure or threat of disclosure regarding the Site, your account and/or your password. You agree that immediately upon termination of your right to use the Site, or upon any earlier demand by AFAXYS at any time, you will cease all access and/or use of the Site, and will not attempt to access and/or use the Site.

 

Authorization to Contact

By creating an account, you authorize AFAXYS to contact you using the contact information that you provide when creating your account for purposes pertaining to your account.

 

CONFIDENTIALITY

You acknowledge that by use of portions of the Site, you may use and you may acquire AFAXYS Confidential Information. As used herein, “Confidential Information” means all confidential and/or proprietary information and trade secrets of AFAXYS, whether or not memorialized, and in any form or media, regarding AFAXYS or AFAXYS’ business, including without limitation those relating to AFAXYS’ intellectual property, technology, research and development, systems, software, business plans, business operations, strategies, financial information, technical information, customers, customer lists, suppliers, operating policies and procedures, and any third-party information that AFAXYS is required to keep confidential where such information is not generally accessible without a password. “Confidential Information” includes any account passwords. You shall not at any time, directly or indirectly, for any purpose, use, copy or disclose to any other person or entity any Confidential Information, or permit others to do so, other than for the purposes expressly allowed hereunder. AFAXYS may seek and obtain injunctive relief against the release or threatened release of Confidential Information, in addition to any other available legal remedies. You shall notify AFAXYS immediately if you learn of any unauthorized possession or use of the Confidential Information and will promptly furnish all details of such possession or use to AFAXYS.

 

COPYRIGHT AND OTHER INTELLECTUAL PROPERTY

 

Site Ownership

The Site and all content, organization, graphics, design, compilation, magnetic translation, digital conversion, and other matters related to the Site (collectively, “Content”) are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights pursuant to international conventions and U.S. and other laws. The Site and all Content is the property of AFAXYS and/or third-party licensors, and all right, title and interest in and to the Site and Content will remain with AFAXYS or such third-party licensors. Other product and company names mentioned herein may be the trademarks of their respective owners. You do not acquire ownership rights to the Site or any Content. You will abide by any and all additional copyright notices, information, or restrictions contained in any Content. You will not modify, adapt, translate, reverse engineer, decompile, or disassemble the Site or any Site content. You may only use the Site and the Content as expressly permitted herein, and any other use is prohibited. Any copying, republication, or redistribution of the Site or Site content, including by caching, framing, or similar means, is expressly prohibited without the prior written consent of AFAXYS and/or the respective intellectual property rights holder identified in the subject content, which consent to be granted or withheld at the sole discretion of the rights holder.

 

Copyright Infringement Claims

AFAXYS respects the intellectual property rights of others and expects our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide AFAXYS’ Designated Copyright Agent, identified below, with all information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. • 512, summarized as follows: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online Site are covered by a single notification, a representative list of such works at that Site; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party; (5) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (7) any other materials or information as may be required under the DMCA as amended from time to time or by the U.S. Copyright Office.

 

Copyright Agent

Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted to the AFAXYS Designated Copyright Agent using the following contact information:

Office of General Counsel

P.O. Box 20158

Charleston, SC 29413

1-843-577-0703

1-843-577-7735

notices@afaxys.com

 

ALL INQUIRIES NOT RELEVANT TO THE ABOVE PROCEDURE WILL RECEIVE NO RESPONSE.

 

DISPUTE RESOLUTION (ARBITRATION CLAUSE)

 

Binding Arbitration

You and AFAXYS each agree to submit to binding arbitration in the event of a dispute, controversy or claim (each, a “Dispute”) arising out of or in connection with these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof (including the determination of the scope or applicability of these Terms of Use to arbitrate), your or AFAXYS’ rights and obligations under these Terms of Use, the Site, the use of the Site, and/or the information, services and/or products that may be provided by or through or in connection with the Site. The arbitration will be held in the State of South Carolina before one arbitrator on an individual basis and not as a class action. You expressly waive any right you may have to arbitrate a dispute as a class action. You also expressly waive your right to a jury trial. The arbitration will be administered by JAMS (http://www.jamsadr.com). You may obtain a copy of the rules of JAMS by contacting the organization. You and AFAXYS shall agree on one arbitrator to conduct the arbitration. In the event the parties cannot agree on an arbitrator, the arbitrator will be selected in accordance with the JAMS rules. Each party shall be responsible for its own attorney, expert and other fees, unless such fees are awarded by the arbitrator to the prevailing party. Notwithstanding anything to the contrary in this Section, to the extent you have in any manner violated or threatened to violate AFAXYS’ intellectual property rights, AFAXYS may seek (and you will not contest) injunctive or other appropriate relief in any state or federal court in Charleston, South Carolina, and you consent to exclusive jurisdiction and venue in such courts.

 

Arbitration Final

The arbitrator’s award is final and binding on all parties. The Federal Arbitration Act, and not any state law concerning arbitration, governs all arbitration under this clause. Any court having jurisdiction may enter judgment on the arbitrator’s award. If any part of this clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. Notwithstanding anything to the contrary contained herein, if the waiver of class action rights contained herein is not enforceable as to any person or persons, such non-enforceability shall apply to such person or persons only, and all other persons shall continue to be governed by the Arbitration Clause.

 

Giving Up Right of Class Action

These Terms of Use provide that all Disputes will be resolved by binding arbitration and not in court or by jury trial. IF A DISPUTE IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST THE AFAXYS ENTITIES INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS INCLUDES GIVING UP YOUR RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION AS SET FORTH IN ANY STATE STATUTE.

 

California Residents

If you are a California resident, to the extent permitted by California law, you waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor” as well as any other unknown claims under California Civil Code Section 1542 or any statute or common law principle of similar effect.

 

CHOICE OF LAW; JURISDICTION AND VENUE; WAIVER OF JURY TRIAL

 

To the maximum extent permitted by law, these Terms of Use are governed by the laws of the United States of America and the State of South Carolina, excluding any law or conflicts of law principle that would apply the law of another jurisdiction. To the extent a Dispute is not governed by the Arbitration Clause, you hereby consent to the exclusive jurisdiction and venue of courts in Charleston, South Carolina in all disputes arising out of or relating to the use of the Site or under these Terms of Use; provided, however, that in the event AFAXYS is sued or joined by a third party in any other court or in any other forum in respect of any matter which may give rise to a claim by AFAXYS hereunder, you consent to the jurisdiction of such court or forum over any claim which may be asserted by AFAXYS therein. You irrevocably consent to the exercise of personal jurisdiction by such courts in any such action. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use.

 

In addition, and notwithstanding the foregoing, you irrevocably waive, to the fullest extent permitted by law, any objection that you may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon you and may be enforced in any court in which you are subject to a jurisdiction by a suit upon such judgment. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation this paragraph. To the extent a claim is not governed by the Arbitration Clause, AFAXYS® and you each hereby waive the right to a trial by jury in any court and in any suit, action or proceeding, whether in tort, contract, or otherwise, in which any such party is a party, as to any claim arising out of or in connection with these Terms of Use, your or AFAXYS®’ rights and obligations under these Terms of Use, the Site, use of the Site, and/or the services and/or products that may be provided by or through or in connection with the Site.

 

MISCELLANEOUS

 

Viewing, Accessing and Use Outside the United States

If and when any products or services referenced on the Site become available, they will become available in the United States and may not become available elsewhere. AFAXYS makes no claims that the Site or any products or services referenced therein may be lawfully viewed, accessed or used outside the United States. Access or use of the Site or any products or services referenced therein may not be legal by certain persons or in certain countries. If you access or use the Site from outside of the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.

 

No Joint Venture

You agree that no joint venture, partnership, employment or agency relationship exists between you and AFAXYS as a result of these Terms of Use or your use of the Site.

 

Headings

Section headings in these Terms of Use are used solely for the convenience of the parties and have no legal or contractual significance.

 

Survival

The provisions of the following sections shall survive any termination or expiration of these Terms of Use: Materials, User Representations and Warranties, Disclaimers, Indemnification, Confidentiality, Copyright and Other Intellectual Property, Dispute Resolution (Arbitration Clause), Choice of Law; Jurisdiction and Venue; Waiver of Jury Trial, and Miscellaneous.

 

No Waiver

The failure of AFAXYS to enforce any provision of these Terms of Use will not be construed as a waiver or limitation of AFAXYS’ right to subsequently enforce and compel strict compliance with that provision or any other provision of these Terms of Use.

 

Assignment

No assignment, delegation or other conveyance of these Terms of Use may be made by you (by operation of law or otherwise) without the prior written consent of AFAXYS, to be given in its sole discretion. AFAXYS may assign its rights and obligations hereunder to any other party.

 

Statute of Limitations

Any cause of action you may have with respect to your use of the Site must be commenced within one year after the claim or cause of action arises; thereafter, any such claim will be forever barred, without regard to any contrary legislation.

 

Agreement Binding

In the event that any provision of these Terms of Use is deemed to be unenforceable, said provision will be interpreted to reflect the original intent of the parties in accordance with applicable law, and the remainder of these Terms of Use will continue in full force and effect.

 

Notices

Notices to AFAXYS under these Terms of Use shall be sufficient only if in writing and transmitted via personal delivery, delivered by a major commercial rapid delivery courier service, or mailed, postage or charges prepaid, by certified or registered mail, return receipt requested, to AFAXYS, with such notices being effective as of the date of actual, confirmed receipt by AFAXYS. Notices to you are deemed effective if sent to the email, fax, mail address or other contact information provided by you, and are deemed effective upon the earlier of being confirmed received or one day after having been sent.

 

Entire Agreement

These Terms of Use contain the entire agreement between you and AFAXYS with respect to the Site. It supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and AFAXYS with respect to the Site. Any rights not expressly granted herein are reserved. 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. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. The headings and other captions in these Terms of Use are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of these Terms of Use. Those terms and conditions of these Terms of Use that assign liabilities to the parties extending beyond the term of these Terms of Use shall survive termination of these Terms of Use.

 

To report SUSPECTED ADVERSE REACTIONS, contact Afaxys at 1-855-888-2467 or report via the FDA MedWatch Program at www.fda.gov/medwatch or 1-800-FDA-1088.