Terms and Conditions
Éclat Pharmaceuticals, L.L.C. Terms and Conditions of Use
The following terms and conditions of use (the “Terms and Conditions”) govern your use of the Éclat Pharmaceuticals, L.L.C. website www.eclatpharma.com, which shall include, without limitation, the home page, splash page, and all other pages under the same top level domain name, and all content thereon (the “Site”) as provided by Éclat, (“Éclat,” “we,” “us,” and/or “our”). We are providing the content and materials on this Site as an information service
We may change the Terms and Conditions from time to time and at any time without notice to you, by posting such changes on the Site. BY USING THE SITE, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS AS APPLIED TO YOUR USE OF THE SITE. If you do not agree to these Terms and Conditions, you may not access or otherwise use the Site. By using the Site following any modifications to the Terms and Conditions, you agree to be bound by any such modifications to the Terms and Conditions.
Proprietary Rights: As between you and Éclat (including our affiliates), we are the owner and/or authorized user of any trademark, and/or service mark appearing on the Site, and are the copyright owner or licensee of the content and/or information on the Site, unless otherwise indicated. Except as otherwise provided herein, use of the Site does not grant to you a license to any content, features or materials you may access on the Site. Any commercial use of the Site is strictly prohibited, except as allowed herein or otherwise approved by us. You may not download or save a copy of any of the content or screens except as otherwise provided in these Terms and Conditions, for any purpose. You may, however, print one (1) copy of the information on the Site solely for your personal use or records. If you make other use of the Site, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. We do not grant any license or other authorization to any user of our trademarks, service marks, other copyrightable material or any other intellectual property, by including them on the Site. You also agree and acknowledge that any ideas, concepts, methods, systems, designs, plans, techniques or other similar materials that you submit or otherwise communicate to the Site, may be used by us in any manner.
Internet Access: You acknowledge and agree that in connection with your use of the Site and services you must: (a) provide for your own access to the World Wide Web and pay any service fees associated with such access, and (b) provide all equipment necessary for you to make such access and connection to the World Wide Web, including a computer, software, a modem and a means of connecting to or accessing the Internet. Éclat shall not be responsible for any malfunctions, errors, crashes or other adverse events that may occur from your use of the Site.
Unsolicited or Solicited Materials: Unless specifically requested, Éclat does not solicit nor does it wish to receive any confidential, secret or proprietary information or other material from you through the Site, any of its services, by e-mail, or in any other way. Any information or material submitted or sent to Éclat will be deemed not to be confidential or secret. By submitting or sending information or other material to Éclat you represent and warrant that the information is original to you and that no other party has any rights to the material. By submitting or sending information or other material to Éclat you grant Éclat the royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such material (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. You also warrant that any “moral rights” in posted materials have been waived.
No Confidentiality: You agree and acknowledge that by using this Site, any and all communications and/or information transmitted by you to or through the Site will not be treated as confidential or proprietary.
User Conduct: You warrant and agree that, while using the Site, you shall not upload, post or transmit to or distribute or otherwise publish through the Site any materials that: (a) are protected by copyright, or other proprietary or intellectual property right, or derivative works with respect thereto, except as provided herein or without first obtaining permission from us or the copyright owner; (b) are unlawful, threatening, harassing, profane, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), invasive of another’s privacy, or hateful, (c) restrict or inhibit any other user from using and enjoying the Site, (d) constitute or encourage conduct that would constitute a criminal offense or give rise to civil liability, or (e) contain a virus or other harmful component, advertising of any kind, or false or misleading indications of origin or statements of fact. You also warrant and agree that you shall not: (a) impersonate, or misrepresent your affiliation with any other person or entity; (b) upload, post, publish, transmit, reproduce, distribute or in any way exploit any information or other material obtained through the Site for commercial purposes (other than as expressly permitted by the provider of such information or other material); (c) engage in spamming or flooding; or (d) attempt to gain unauthorized access to other computer systems through the Site. Except as otherwise expressly permitted herein, you may not upload, post, publish, reproduce, transmit or distribute in any way any component of the Site itself or derivative works with respect thereto, as the Site is copyrighted as a collective work under U.S. copyright laws.
We have no obligation to monitor any content on or through the Site and we assume no obligation. You acknowledge and agree, however, that we do retain the right to monitor the Site and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Site properly, or to protect ourselves or our users. We will not intentionally monitor or disclose any private electronic-mail message unless required by law. We reserve the right to refuse to post or to remove any information or materials, in whole or in part, that, in our sole discretion, are unacceptable, undesirable, inappropriate or in violation of these Terms and Conditions.
You agree to defend, indemnify and hold Éclat, its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Site or the placement or transmission of any message, information, software or other materials through the Site by you.
DISCLAIMER OF WARRANTIES: THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTIONS AND MATERIALS IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ÉCLAT DOES NOT WARRANT THAT THE SITE OR THE FUNCTIONS, FEATURES OR CONTENT CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. ÉCLAT MAKES NO WARRANTY THAT THE SITE WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ÉCLAT OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU UNDERSTAND AND AGREE THAT ANY DOCUMENT AND/OR DATA THAT YOU DOWNLOAD OR UPLOAD OR THAT YOU OTHERWISE OBTAIN THROUGH THE USE OF THIS SITE IS DONE AT YOUR SOLE DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF SUCH MATERIAL AND/OR DATA. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.
LIMITATION OF LIABILITY: IN NO EVENT SHALL ÉCLAT OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, EVEN IF ÉCLAT OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL ÉCLAT BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL LIABILITY OF ÉCLAT TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, $100.00.
WAIVER OF CLAIMS: BY USING THIS SITE, YOU SIGNIFY YOUR AGREEMENT TO AND DO THEREBY WAIVE ALL CLAIMS WHICH HAVE NOT BEEN FILED BUT MAY HAVE ACCRUED AGAINST ÉCLAT OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR CONTENT OR SERVICE PROVIDERS PRIOR TO OR AS OF THE DATE OF SAID POSTING, REGARDLESS OF THE NATURE OF THE ACTION, WHETHER IN LAW OR EQUITY, AND SUCH CLAIMS ARE FOREVER BARRED.
Links from and to the Site: You acknowledge and agree that we have no responsibility for the accuracy or availability of information provided by websites to which you may link from the Site (“Linked Sites”). Links to Linked Sites do not constitute an endorsement by or association with Éclat of such sites or the content, products, advertising or other materials presented on such sites. Éclat does not author, edit, or monitor these Linked Sites. You acknowledge and agree that Éclat is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such Linked Sites.
Applicable Laws: We control and operate this Site from our offices in the United States of America. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access this Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
Miscellaneous: The Terms and Conditions and the relationship between you and Éclat shall be governed by the laws of the State of Missouri, without regard to its conflict of law provisions. You and Éclat agree that any cause of action that may arise under this Agreement shall be commenced and be heard in the appropriate court in the State of Missouri, County of St. Louis. You and Éclat each agree to submit to the personal and exclusive jurisdiction of the courts located within St. Louis County in the State of Missouri. The failure of Éclat to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Modifications to the Site and the Services: We reserve the right, for any reason, in our sole discretion, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, content, features or hours of availability. We may also impose limits on certain features of the Site or restrict your access to part or the entire Site without notice or penalty.
Éclat Pharmaceuticals, L.L.C.
699 Trade Center Blvd., Suite A
Chesterfield, Missouri 63005, U.S.A.