Thank you for your interest in visiting the website located at http://www.apieron.com, operated by Apieron Inc. (“Apieron”). These Terms of Use (“Terms”) govern your use of that website and any other Apieron-branded websites that contains a link to these Terms (each, an “Apieron Site”), as well as any services offered through any Apieron Site, including but not limited to any online store located on any Apieron Site (collectively, “Apieron Sites and Services”). Please read these Terms carefully. By using any Apieron Sites and Services, you are stating that you have read and understand, and agree to be bound by, these Terms. If you do not agree to these Terms, you are not permitted to use any Apieron Sites and Services.
1. Your Responsibilities. You are responsible for obtaining and maintaining all equipment and services needed for access to and use of any Apieron Sites and Services and for paying all charges related thereto. You agree that Apieron may use any information Apieron obtains about you in accordance with the provisions of Apieron’s Privacy Policy. You agree to: (i) provide true, accurate, current, and complete information as prompted by any registration or other form; and (ii) maintain and update such information to keep it true, accurate, current, and complete at all times. In addition, you agree not to use any Apieron Sites and Services to: (a) violate any local, state, federal, national, provincial, foreign, or international statute, treaty, regulation, rule, order, or other law (each a “Law”); (b) transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (c) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (d) transmit any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (e) stalk, harass, or harm another individual; (f) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or (g) interfere with or disrupt any Apieron Sites and Services or servers or networks operated or used by Apieron, or disobey any requirements, procedures, policies, or regulations of such networks.
2. Termination. Apieron may terminate, suspend, or modify your registration with or access to all or part of any Apieron Sites and Services, without notice, if you violate these Terms or you engage in any conduct that Apieron, in its sole and absolute discretion, believes is in violation of any applicable Law or is otherwise harmful to the interests of Apieron, any other user of any Apieron Sites and Services, or any third party. YOU AGREE THAT APIERON SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR SUSPENDING, MODIFYING, OR TERMINATING YOUR REGISTRATION WITH OR ACCESS TO ANY APIERON SITES AND SERVICES (OR ANY PORTION THEREOF). You may discontinue your participation in and access to any Apieron Sites and Services at any time. Apieron reserves the right to investigate your use of any Apieron Sites and Services in the event Apieron, in its sole and absolute discretion, believes you have violated these Terms.
3. Modifications To Terms. Apieron may, in its sole and absolute discretion, change these Terms from time to time. Apieron will post notice of such changes on the Apieron Site. If you object to any such changes, your sole recourse shall be to cease using any Apieron Sites and Services. Continued use of any Apieron Sites and Services following notice of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
4. Modifications To Apieron Sites and Services. Apieron reserves the right to modify or discontinue any Apieron Sites and Services with or without notice to you. YOU AGREE THAT APIERON SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD APIERON EXERCISE ITS RIGHT TO MODIFY OR DISCONTINUE ANY APIERON SITES AND SERVICES.
5. Fees. Apieron reserves the right at any time to charge fees for access to new content or services or to portions of existing content or services or to the Apieron Sites and Services as a whole. In no event will you be charged for access to all or any portion of the Apieron Sites and Services, unless Apieron obtains your prior agreement to pay such charges. If you do not consent to such charges, however, you may not have access to paid content or services.
6. Password and Security. You are responsible for maintaining the confidentiality of your password for any Apieron Sites and Services, and you are solely responsible for all activities that occur under your password. You agree to immediately notify Apieron of any unauthorized use of your password or any other breach of security related to any Apieron Sites and Services. Apieron reserves the right to require you to alter your password if Apieron believes that your password is no longer secure. YOU AGREE THAT APIERON WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR PASSWORD.
7. Copyrights; Restrictions on Use. The content displayed or offered on or through the Apieron Sites and Services (“Apieron Content”), including without limitation, video, text, photos, and graphics, as well as its selection and arrangement, is protected under United States and international copyright Laws, is subject to other intellectual property and proprietary rights and Laws, as between Apieron and you, and is owned by Apieron. Apieron Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of Apieron and its applicable licensors, with the sole exception that one copy may be downloaded onto a single computer for your personal, noncommercial use. You must abide by all copyright notices, information, or restrictions contained in or attached to any Apieron Content and must not remove any trademark, copyright, or other notice from any Apieron Content.
8. Linking.
a. Linking to the Apieron Sites. If you wish to link to any Apieron Sites, you may include an active link on any website you control directing a browser to the home page of that Apieron Site, provided that you agree to remove the link at any time upon Apieron’s request. When you link to an Apieron Site, you may not link to it (i) in any way that alters the look, feel, or functionality of any Apieron Sites and Services or any Apieron Content, or (ii) in such a way that any Apieron Content or Apieron Sites and Services are displayed within a frame on your site or any third party website. You also may not associate any Apieron Sites and Services or any Apieron Content with any pornography, obscenity, or hate speech, or display any link to any Apieron Sites or Apieron Content in a disparaging manner, in any other manner that could injure the reputation or goodwill of Apieron, its parents, subsidiaries, or affiliates, its or their respective licensors, suppliers, distributors, or customers, or its or their respective officers, directors, managers, employees, contractors, representatives, or agents (collectively, the “Apieron Parties”).
b. Data Mining. You may not use any bots, spiders, or other automated information-gathering devices or programming routines to “mine” any data or other Apieron Content, for display on or use with any website or service operated or sponsored by you or any third party.
c. Links to Third Party Sites. The Apieron Sites may contain links to third party websites or resources for your convenience. If you decide to leave the Apieron Sites and Services and access these third party websites or resources, you do so at your own risk. The provision of any link to any third party websites or resources does not signify Apieron’s approval or endorsement of such other website or resource or its contents or any other product or service. YOU AGREE THAT THE APIERON PARTIES SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION, ADVERTISING, SOFTWARE, PRODUCTS, OR MATERIALS FOUND AT OR THROUGH ANY SUCH WEB SITE OR RESOURCE.
9. Commercial Uses. If you are a properly licensed physician in the applicable jurisdiction in the United States only and you have received a customer identification number from Apieron, you may use the online store located on the Apieron Site to make purchases to support your use of the Apieron Insight™ System in your practice to the extent permitted by law. Otherwise, you agree not to reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of any Apieron Sites and Services, or any use of or access thereto.
10. No Professional Advice. Any information supplied through any Apieron Sites and Services or by any of Apieron’s employees or agents, whether by telephone, e-mail, letter, facsimile or other form of communication, is for general informational purposes and does not constitute medical, legal, or other professional advice. Health-related information provided through any Apieron Sites and Services is not a substitute for medical advice, and it is important that you not make medical decisions without first consulting your personal physician or other healthcare professional. Your use of the Apieron Sites and Services, including without limitation the receipt of any questions or feedback you submit to Apieron, does not create a doctor-patient, attorney-client, or other professional relationship and does not create any privacy interests other than those described in the Apieron Privacy Policy.
11. No Children. If you are under the age of 13, you may not use any Apieron Sites and Services.
12. International Access. The Apieron Sites and Services may be accessed from countries other than the United States. The Apieron Sites and Services may contain products or references to products that are not available outside of the United States. Any such references do not imply that such products should be used, have been approved, or will be made available outside the United States. If you access and use any Apieron Sites and Services outside the United States you are responsible for complying with all local or other applicable Laws.
13. Store. Apieron cannot confirm the price or availability of a product in the Apieron store until after you order; however, Apieron generally does not charge you until after your order has entered the shipping process. Despite Apieron’s efforts to the contrary, a small number of the items in the Apieron store may be mispriced. If a product's correct price is higher than the stated price, Apieron will, at its discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation. The purchase of any products sold in the Apieron store will be governed by the Terms and Conditions of Sale displayed at the time of purchase, as well as by these Terms; in the event of a conflict, the Terms and Conditions of Sale will control over any inconsistent provisions in these Terms.
14. Disclaimer of Warranties.
a. YOU UNDERSTAND AND AGREE THAT USE OF ANY APIERON SITES AND SERVICES IS AT YOUR SOLE RISK. THE APIERON SITES AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU UNDERSTAND AND AGREE THAT ANY DOWNLOADING OR ACCESS OF ANY APIERON CONTENT OR OTHER MATERIAL AND/OR INFORMATION THROUGH THE USE OF ANY APIERON SITES AND SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE APIERON PARTIES ARE NOT RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE TO, OR VIRUS THAT MAY INFECT, ANY COMPUTER EQUIPMENT OR OTHER PROPERTY.
b. APIERON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE APIERON SITES AND SERVICES, INCLUDING WITHOUT LIMITATION ANY APIERON CONTENT (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT). APIERON MAKES NO WARRANTY THAT ANY APIERON SITES AND SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT ANY APIERON SITES AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, APIERON MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ANY APIERON SITES AND SERVICES, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH ANY APIERON SITES AND SERVICES, OR THAT DEFECTS IN ANY APIERON SITES AND SERVICES WILL BE CORRECTED. APIERON ALSO DOES NOT WARRANT THAT PRODUCT DESCRIPTIONS OR OTHER APIERON CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL, WRITTEN, OR IN ANY OTHER FORM, OBTAINED BY YOU FROM APIERON OR THROUGH ANY APIERON SITES AND SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. APIERON DISCLAIMS ALL EQUITABLE INDEMNITIES.
15. Limitation of Liability. YOU UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL ANY OF THE APIERON PARTIES BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT’S) USE OF ANY APIERON SITES AND SERVICES, INCLUDING WITHOUT LIMITATION ANY APIERON CONTENT. SHOULD ANY APIERON PARTIES BE FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY NOTWITHSTANDING THE FOREGOING, SUCH LIABILITY SHALL NOT EXCEED $100.00.
16. Exclusions And Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that Apieron may not, as a matter of applicable Law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of liability of the Apieron Parties shall be the minimum permitted under such applicable Law.
17. Indemnification. You agree to indemnify, defend, and hold harmless the Apieron Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from your (or anyone using your account’s) violation of these Terms. Apieron reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Apieron’s defense of such claim.
18. Trademarks. Apieron™ and Insight™, as well as certain other of the names, logos, and materials displayed in the Apieron Sites and Services constitute trademarks, trade names, service marks or logos (“Marks”) of Apieron or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with Apieron or those other entities.
19. Disputes. These Terms and the relationship between you and Apieron shall be governed by the Laws of the State of California as applied to agreements made, entered into, and performed entirely in California by California residents, notwithstanding your actual place of residence. All lawsuits arising out of or relating to these Terms or your use of any Apieron Sites and Services shall be brought in the Federal or State courts located in San Francisco County, California. You hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose and waive any objection to such courts on any basis, including without limitation venue or inconvenience of the forum. You agree that regardless of any Law to the contrary, any claim or cause of action arising out of or related to use of any Apieron Sites and Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
20. Survival. The terms of Sections 10 through 21 of these Terms, as well as any other provisions that by their nature or terms should survive, shall remain in full force and effect notwithstanding any termination of your use of any Apieron Sites and Services.
21. Miscellaneous. These Terms, together with the Privacy Policy and any additional terms to which you agree when using particular elements of the Apieron Sites and Services, such as the Terms and Conditions of Sale, constitute the entire and exclusive agreement between you and Apieron with respect to the subject matter hereof, and govern your use of the Apieron Sites and Services, superseding any prior agreements or negotiations between you and Apieron with respect to the subject matter hereof. The failure of Apieron to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of Apieron and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. The section titles in these Terms are for convenience only and have no legal or contractual effect.