Terms of Use

Introduction
Ophirex, Inc., (“Ophirex,” “we,” “us” or “our) created and maintains the Ophirex website currently located at www.ophirex.com (the “Website,” and together with any successor URLs, applications and other online services Ophirex may offer, the “Services”). All use of the Services is subject to the terms and conditions contained in this Terms of Use and the Ophirex Privacy Policy (collectively, the “Terms”). Please read these Terms carefully before using the Services. By accessing, browsing or otherwise using the Services you acknowledge that you have read, understood and agree to be bound by these Terms, including the Ophirex Privacy Policy. If you do not agree to follow and be bound by these Terms, you may not access, browse or otherwise use the Services.

Please note that these terms contain a mandatory arbitration of disputes provision that requires the use of arbitration on an individual basis to resolve disputes in certain circumstances, rather than jury trials or class action lawsuits.

Modification of The Terms
Ophirex reserves the right to update or modify the Terms at any time. If we make material changes to the Terms, we will notify you via the Services (e.g., by posting a notice on our Website) indicating that the Terms have been changed. By continuing to use the services, you are consenting to the revised Terms. If you do not agree with any modifications to the Terms, you must cease using the Services.

Privacy Policy
Ophirex’s Privacy Policy explains our practices regarding the collection, use and disclosure of your personal information, if any, in connection with the Services. By using the Services, you agree that we can use such data in accordance with Ophirex’s Privacy Policy.

Your Use of the Services
Services License Grant: Subject to your compliance with the terms and conditions set out in these Terms, Ophirex hereby grants to you a personal, limited, non-exclusive, non-transferable, terminable license to use the Services for your own personal, noncommercial use. Ophirex reserves all rights not expressly granted in these Terms. Ophirex reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use or access of the Services.

Limitations on Your Permitted Use of the Services: By submitting any communication or material to Ophirex or otherwise using the Services, you agree that:

  1. If you are a healthcare professional you will not submit any information that would directly identify a patient or any information for which you do not have all necessary consents or authorizations to disclose;

  2. You will only use the Services to receive information regarding Ophirex or to provide information to Ophirex when applicable to your use of the Services (such as if you submit a request for more information from Ophirex via the Website);

  3. You will submit only content that complies with applicable law and will not submit content that is abusive, defamatory, obscene, harassing, libelous, infringing, threatening, repetitive, or otherwise violates any relevant law or right of any other party, or is racially, ethnically or otherwise objectionable or otherwise inappropriate, or that contains any viruses or other software that may adversely affect the operation of another’s computer;

  4. You will not delete indications or notices regarding the copyright or other proprietary rights on the Services or any third-party content;

  5. You will not use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;

  6. You will not use the Services if you are under the age of eighteen (18) years old;

  7. You will not intentionally interfere with or damage operation of the Services or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, Trojan horses, time bombs, spiders, cancelbots, worms, or other malicious code that is likely or intended to damage, interfere with, disrupt, impair, disable or otherwise overburden the Services;

  8. You hereby grant to Ophirex a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, sub-licenseable and transferable license to use, reproduce, modify, publish, perform, transmit, distribute, prepare derivative works of and display such content via any media now or hereafter known in accordance with Ophirex’s Privacy Policy, and waive any moral rights you may have in such content. Subject to Ophirex’s Privacy Policy, Ophirex shall be free to use such content, including any ideas, concepts, know-how or techniques contained in such content, for any reason and in any manner.

Third-Party Information and Websites
Information about companies other than Ophirex contained in news, press releases or otherwise that are posted on this Website should not be relied upon as being provided or endorsed by Ophirex. Links to third-party websites or pages are provided solely as a convenience for you and not as an endorsement by us of the content on such third-party sites. Ophirex expressly disclaims liability for all third-party information and the use of it.

Termination
Ophirex may terminate your use of the Services at any time and for any reason, including for conduct violating these Terms. Upon any such termination, you must destroy all content obtained from the Services and all copies thereof. Furthermore, you acknowledge that Ophirex reserves the right to take action — technical, legal or otherwise — to block your ability to access the Services. You understand that Ophirex may exercise this right in its sole discretion and this right shall be in addition to any other rights and remedies available to Ophirex. All provisions of these Terms, which by their nature should survive termination, shall survive the termination of your access to the Services, including provision regarding ownership, warranty disclaimers, indemnity, and limitations of liability.

Ownership and Proprietary Rights
Ophirex and other Services names, graphics, logos, designs, page headers, button icons, and scripts on the Website are the trademarks or trade dress of Ophirex or its licensors in the United States and/or other countries. These trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, keyword advertisements, or email addresses, or in connection with any product or service in any manner that is likely to cause confusion. Content and other material made available on the Services is protected by copyright and other intellectual property laws. All other materials and other information on the Services, including all text, graphics, logos, icons, images, audio and video clips, downloads, data compilations and software are the exclusive property of Ophirex and/or its licensors and are protected by all U.S. and international copyright laws and may not be distributed, downloaded, modified, reused, reposted or otherwise used, except as expressly granted herein. Except as provided herein, no part of any content or software contained in the Services may be copied, downloaded or stored in a retrieval system for any purpose, nor may it be redistributed for any purpose, without the express written permission of Ophirex. The use or misuse of Ophirex’s trademarks, service marks, copyrights or other materials, except as permitted herein, is expressly prohibited and may be a violation of copyright law, trademark law, communications regulations and statutes and other laws, statutes and/or regulations.

Disclaimers
Any use of the Services, including any reliance upon or use of any of the information therein, shall be at your sole risk. All content contained within the Services is provided to you on an “as is” and “as available” basis, without warranty of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, Ophirex disclaims all warranties, express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. Ophirex makes no warranty as to the accuracy, usefulness, currency, completeness or availability of any information transmitted or made available via this Website, and shall not be responsible or liable for any error or omissions in that information. You are responsible for verifying any information before relying on it. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Limitation of Liability
In no event shall Ophirex or any of its licensors or information providers have any liability in connection with the Services or any information presented in the Services for any special, punitive, indirect, consequential or incidental damages or for loss of profits, revenue, use, or data, in each case arising under any theory, including any warranty, contract, tort (including negligence) or other theory, even if Ophirex is aware or has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Ophirex’s aggregate liability to you or to any third party claiming through you in connection with the use of the Services is limited to one hundred dollars.

Use Outside of the United States
Ophirex controls and operates the Services in California. Ophirex makes no representation that contents in the Services may be downloaded, viewed or are appropriate for use outside of the United States. If you access or otherwise use the Services or its content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

Notice
By use of the Services, you consent to receive electronic communications from Ophirex (via email or via a posting on the Services), and you agree that any such communications satisfy any legal requirement to make such communications in writing. You also agree that Ophirex may communicate any notices to you under these Terms of Service through electronic mail, regular mail or posting the notices on the Services. All notices to Ophirex must be provided by either sending: (1) a message through the form under the Contact section below or (2) a letter, first class certified mail, to Ophirex, Inc., at the address listed under the Contact section. Such notices will be deemed delivered upon receipt.

Entire Agreement
These Terms and other agreements, rules, and policies incorporated by reference to these Terms, including the Privacy Policy, constitute the entire agreement between you and Ophirex. This agreement supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and Ophirex regarding the subject matter contained in these Terms. Additional terms and conditions may exist between you and third parties. You represent and warrant that those third-party agreements do not interfere with your obligations and duties to Ophirex under these Terms.

Governing Law and Arbitration; No Class Actions
These Terms, and any claim, cause of action, or dispute (“claim”) arising out of or related to these Terms, shall be governed by the laws of the state of California regardless of your country of origin or where you access the Services. Any dispute or claim relating in any way to these terms or the services will be resolved by binding arbitration, rather than in court, except for Ophirex’s right to seek injunctive relief as set forth below. If you do not want to arbitrate disputes with Ophirex and you are an individual, you may opt out of this arbitration agreement by sending a message through the form under the Contact section below within 30 days of the day you first access or use the Services. If you intend to seek arbitration you must first send written notice to Ophirex of your intent to arbitrate (“Notice”). The Notice to Ophirex should be sent by any of the following means: (1) a message through the form under the Contact section below or (2) sending the Notice by U.S. Postal Service certified mail to Ophirex, Inc., at the address listed under the Contact section. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought; and (c) set forth your name, address and contact information. If we intend to seek arbitration against you, we will send any notice of dispute to you at the contact information we have for you. The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the American Arbitration Association (“AAA”) under its AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes, as modified by these Terms. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by the terms of these Terms. If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. We will reimburse all other AAA filing, administration and arbitrator fees paid by you, unless the arbitrator determines that the arbitration was frivolous or brought for an improper purpose, in which case the payment of all such fees shall be governed by the AAA rules. The arbitration will be conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. For any claim where the potential award is reasonably likely to be $10,000 or less, either you or Ophirex may elect to have the dispute resolved through non-appearance-based arbitration. To the fullest extent permitted by applicable law, you and Ophirex each agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, you and Ophirex each waive any right to a jury trial. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and Ophirex agree that all claims arising out of or related to these Terms must be resolved exclusively by a state or federal court located in Marin County, California, and you and Ophirex each agree to submit to the exercise of personal jurisdiction of such courts for the purpose of litigating all such claims. Notwithstanding the above, you agree that Ophirex shall still be allowed to apply for and obtain injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Miscellaneous
If you breach any term of this Terms or other agreement with Ophirex, Ophirex may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. Ophirex’s remedies are cumulative and not exclusive. Failure of Ophirex to exercise any remedy or enforce any portion of the Terms at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. If any provision of the Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sub-licensable by you except with Ophirex’s prior written consent. We may transfer, assign or delegate the Terms and its rights and obligations without consent. Users of this Services are responsible for compliance with all applicable regulations and laws. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration.

Contact Information
If you have any questions about the Terms, please Contact us.

These Terms were last modified on May 11, 2020.