I. TERMS AND CONDITIONS OF USE
II. TERMS AND CONDITIONS OF SALE
III. GENERAL TERMS AND CONDITIONS
I. TERMS AND CONDITIONS OF USE
Cerecin reserves the right, in its sole discretion, to update these Terms at any time and such changes will be effective upon posting. Your continued use of this website after such changes are posted constitutes your acceptance of these Terms as modified.
INDIVIDUALS MUST BE 18 YEARS OF AGE OR OLDER TO USE THIS SITE. BY ACCEPTING THIS AGREEMENT, EITHER BY USING THIS WEBSITE, CLICKING A BOX INDICATING YOUR ACCEPTANCE, CLICKING AN “AGREE AND ACKNOWLEDGE” BUTTON, OR EXECUTING A PRODUCT ORDER FORM, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER AND AGREE TO BE A PARTY TO THIS AGREEMENT.
THIS SITE DOES NOT PROVIDE ANY MEDICAL OR INVESTMENT ADVICE
This Site has been designed to provide general information about Cerecin and its products. The information presented on this Site is for educational purposes only and is not intended to provide any medical or healthcare advice, or instruction on the appropriate use of products under development, produced, or supplied by Cerecin or its affiliates via this Site. Individuals and caregivers should always consult with a physician regarding any questions or concerns about their health.
The information presented on this Site is not intended to provide and should not be construed as providing any investment advice.
OWNERSHIP OF CONTENT AND USE OF MATERIAL
This website and all content and materials included on this website, including without limitation all information, text, graphics, illustrations, photos, video, sound, and software (collectively, "Content"), are protected under U.S. and international copyright, trademark, and other intellectual property laws and treaties, and are the exclusive property of Cerecin or Cerecin's licensors. All rights reserved. You may not store, modify, create derivative works of, translate, distribute, publish, transmit, sell, or participate in any sale of, or exploit in any way any Content in any form or by any means. Except as expressly set forth below, you may not reproduce the Content or any portion thereof without the prior written consent of Cerecin. You acknowledge that you do not acquire any ownership rights by downloading material from this website.
Subject to your full compliance with these Terms, you may access this website and view, download, and make a reasonable number of copies of the Content, solely for the purpose of using the website as a personal resource. You must reproduce on all copies of the Content, and must not remove, alter, or obscure in any way, all notices of proprietary rights, (including but not limited to copyright notices) of Cerecin or its third party licensors.
The logos, trademarks, service marks, and trade dress (collectively, "Marks") displayed on this website are the exclusive property of Cerecin or Cerecin's licensors. You may not display or use the Marks in any manner without the prior written consent of Cerecin or its applicable licensor.
USER REPRESENTATIONS AND RESTRICTIONS
In accessing and using this Site, you represent and warrant that: (1) you have the legal capacity and agree to comply with this Agreement; (2) you are at least 18 years of age; (3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation.
Further, you agree not to:
(a) Use or access the Site for any purpose that is unlawful or prohibited by the Agreement or display, transmit or otherwise make available on or through the Site material that is infringing, threatening, harassing, libelous, hateful, racially or ethnically objectionable, unlawful, tortious, harmful to children, invasive of another's privacy or violative of third party privacy rights;
(b) Reverse engineer, decompile, modify, or create derivative works from any software or materials accessible by, or on the Site;
(c) Frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Cerecin without express written consent;
(d) Make any commercial or non-fair use of the copyrights, trademarks, logos, symbols, or any other mark, device, or commercial identifier of Cerecin or any of our third party licensors without the express written consent of Cerecin;
(e) Use or access the Site in a manner that could damage, disable, overburden, or impair any Cerecin server or the networks connected to any Cerecin server;
(f) Interfere with any third party's use and enjoyment of the Site;
(g) Attempt to gain unauthorized access to the Site, User accounts, computer systems, or networks connected to any Cerecin server through hacking, password mining, or any other means;
(h) Sublicense any license granted in or to materials on the Site (whether or not any of such acts are for commercial gain or advantage); or
(i) Access the Site in order to build a competitive product or service, or copy any features, functions or graphics of the Sites.
While Cerecin welcomes links to this website, you must obtain written permission from Cerecin before setting up any link to this Site. Any such link may not state or imply any sponsorship or endorsement of your site by Cerecin, or any group or individual affiliated with Cerecin. You may not use on your site any logos, characters, trademarks, service marks, or copyrighted materials appearing on this website. You may not frame or otherwise incorporate into another site the content or other materials on this website.
Disclaimers and Limitation on Liability
THIS WEBSITE AND THE CONTENT IS PROVIDED BY CERECIN "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. CERECIN EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE OR COURSE OF DEALING.
CERECIN DOES NOT WARRANT THAT THIS WEBSITE OR ITS CONTENT IS OR WILL BE COMPLETE, ACCURATE, CURRENT, RELIABLE, UNINTERRUPTED, SECURE, OR ERROR FREE OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE.
YOU ACKNOWLEDGE, BY YOUR USE OF THE WEBSITE, THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ANY NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF THE WEBSITE, AND THAT CERECIN AND ITS OFFICERS, DIRECTORS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS AND AFFILIATES, SUCCESSORS, ASSIGNS, DIRECT AND INDIRECT PARENT OR AFFILIATE COMPANIES, AND ANY THIRD PARTY PROVIDING ANY PRODCUTS OR SERVICES TO US IN CONNECTION WITH THIS SITE, SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF THIS WEBSITE. IN NO EVENT SHALL CERECIN BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF, OR INABILITY TO USE, THIS WEBSITE OR ANY LINKED SITES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; THEREFORE, IN ANY SUCH STATE, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold harmless Cerecin and its officers, directors, members, partners, employees, agents and affiliates, successors, assigns, direct and indirect parent or affiliate companies (collectively, “Indemnified Parties”) from and against any and all claims, demands, liabilities, costs, or expenses, including reasonable attorney's fees, (collectively “Claims”) that arise from your use of the Linked Sites or violation of this Agreement or any of its Terms, your infringement or the infringement of any user of your account of any intellectual property or other right of any person or entity, including any negligent or wrongful conduct engaged in by you, or activity associated with your account by you or any other person accessing the Site using your internet account. Cerecin will notify you promptly of any such Claims received by the Indemnified Parties.
OUR RIGHTS TO INJUCTIVE RELIEF
You acknowledge and agree that any violation of the Agreement relating to the disclosure, use, copying, distribution, display or publishing of the content made available through the Site by us or by third party licensors, including any software licensed hereunder, may result in irreparable injury and damage to Cerecin or its licensors that may not be adequately compensable in money damages, and for which Cerecin will have no adequate remedy at law. You, therefore, consent and agree that Cerecin may obtain injunctions, orders, or decrees as may be reasonably necessary to ensure compliance with this Agreement. You hereby waive any requirement of the posting of a bond that may apply for issuance of any injunctions, orders, or decrees.
TERM AND TERMINATION
This Agreement commences on the date you accept it by using this Site and continues until terminated in accordance with this paragraph. You may terminate your use of the Site without cause at any time. We may terminate access to and use of the Site: (i) at any time with or without cause, upon notice to you or (ii) upon termination of your relationship with Cerecin for any reason. The following sections shall survive any termination or expiration of this Agreement: Ownership of Content And Use of Material, Third Party Content and Linked Sites, Disclaimers and Limitations on Liability, Indemnification, Section II. Terms and Conditions of Sale, Governing Law and Miscellaneous. We shall have no obligation to maintain or provide you a copy of any of your data collected through the Site following termination or expiration of this Agreement, unless as otherwise specified in this Agreement, or unless legally required to be retained or provided to you. UPON TERMINATION OF YOUR ACCESS TO OR USE OF THE SITE, ANY INFORMATION STORED ON THE SITE, MAY NOT BE ACCESSIBLE THROUGH THE SITE.
Digital Millennium Copyright Act
Cerecin provides this Site as an interactive service provider and is not liable for any and all claims resulting from the use of material or information on this Site. Pursuant to the Digital Millennium Copyright Act, if a user feels unauthorized material or information has been posted on this Site, please notify us by mail at Cerecin at: 44 Cook Street, Suite 100-71, Denver, CO 80206 or by email to: email@example.com with the subject line stating “Copyright.” The DMCA notice MUST include the following: (i) a detailed description of the alleged infringement; (ii) the copyright owner’s name or who otherwise retains authorized use; (iii) the URL(s) where the alleged infringement can be located; (iv) a statement indicating your authorization to file a DMCA complaint; (v) how you may be contacted; and (vi) the following statement:
“I have a good faith belief that use of the copyrighted material described above is not authorized by the copyright owner or its agent, nor is such use otherwise permissible under law. I declare, under penalty of perjury, that the information presented herein is accurate, that I am authorized to represent the copyright holder, and I have a good faith belief that the use is infringing.”
II. TERMS AND CONDITIONS OF SALE.
These terms and conditions apply to all purchases of products.
PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ORDER PRODUCTS FROM THIS SITE OR KEEP YOUR PRODUCT PURCHASED FROM THIS SITE.
These terms and conditions apply to your purchase of products through this Site. You agree to these terms when you place an order for products. If you do not agree to the Terms of this Agreement, do not click on the “Agree and Acknowledge” button and abandon your purchase of the products.
USAGE OF SITE & CREDENTIALS
You are responsible for the supervision, management, confidentiality and control of your login credentials and are fully responsible for all activities that occur under your account or password. You are responsible for ensuring that you exit from your account at the end of each session. Any person using your login credentials is conclusively deemed to have actual authority to engage in transactions on this Site, and accordingly, all sales of products made by a person using your credentials are hereby authorized by you. You agree to be responsible for all charges resulting from the use of your account on the Site including charges resulting from unauthorized use of your account. We are not liable for any loss or damage resulting from your failure to comply with this section. You agree to immediately notify us if you become aware of any unauthorized use of your account or login credentials or any other security breach, and we will thereafter promptly suspend your account.
We make no representation that the products described or offered on this Site are appropriate or available for purchase in jurisdictions outside the United States, or that this Agreement complies with the laws of any country outside the United States. Users of the Site residing outside the United States do so at their own initiative and risk and are responsible for complying with all applicable laws and regulations. You agree that you are solely responsible for compliance with all applicable laws and regulations in the jurisdiction in which you reside.
ORDERS, PRICING AND PAYMENTS
You must be 18 years of age (or the age of majority in your state) to purchase products on this site. Users of this Site may purchase Axona® (the “product”) directly from Cerecin, provided that the user confirms the product will be consumed in a manner consistent with its medical food labeling requiring use only under physician supervision.
You are responsible for all product purchases and amounts due under your login credentials. You are responsible for paying in full the purchase price for products, shipping charges, and any taxes due as set forth in your order, prior to our acceptance of your order for processing.
Your order is subject to cancellation by Cerecin, in our sole discretion. Cerecin reserves the right to modify, suspend, or terminate any and all promotions, offers, or sales due to circumstances that may limit or otherwise restrict our ability to fulfill an order including, but not limited to: (i) technical, hardware, or miscellaneous software malfunctions; viruses; network or electronic malfunctions of any kind; and (ii) any human error that may occur regarding promotions, offers, or sales.
Cerecin strives to communicate accurate pricing and product information but will not be held responsible for any pricing, typographical, or other errors in such communications.
The resale of any product purchased on this Site is strictly prohibited. You agree that you will not resell any Cerecin product purchased on this Site.
Product title and risk of loss pass to you upon our delivery of the product to the common carrier. Any claims for loss, shortage or damage to the products arising following our delivery to the common carrier should be submitted to the common carrier. We will ship products to the address you provide on the Axona® Order Form.
Upon your placement of an order on this Site, you hereby authorize Cerecin to charge the listed purchase price for the products, any taxes due and shipping charges as set forth in the transaction record based on the credit card or bank account information you provided to us. You hereby represent and warrant that (a) the credit card, debit card or bank account information supplied to Cerecin is true, correct and complete, (b) amounts due from you will be honored by your bank or credit card company, and (c) you shall pay for all your purchases at the prices in effect at the time incurred. You remain solely responsible to pay for all products ordered and purchased, in the event your credit card, ACH transaction, eCheck or other payment is declined.
You assume all responsibility for notifying us of changes in credit card numbers and/or expiration dates or in any change in status of the applicable bank account, as the case may be. If your credit card is denied when charged or if an ACH or other debit to the depositary account is rejected, we may charge and collect from you a “bad account” fee of thirty five ($35.00) dollars for any declined or rejected transaction. You shall additionally be responsible for and shall immediately pay us, on demand, any payments made to us that are subsequently reversed. Questions regarding any charges or payments to us must be brought to the attention of Cerecin’s billing department within 90 days from the date the charge was incurred.
All sales are final, and returns are not accepted. If you have any questions or concerns about the product you have purchased, please contact us at: firstname.lastname@example.org or by telephone at: 1-877-649-0004.
DISCLAIMER OF WARRANTIES
EXCEPT FOR ANY EXPRESS WARRANTIES PROVIDED HEREIN OR DOCUMENTATION PROVIDED BY CERECIN WITH THE PRODUCT, CERECIN DISCLAIMS ANY OTHER WARRANTIES FOR THE PRODUCT, INCLUDING IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. SOME STATES DO NOT ALLOW LIMITATIONS OF IMPLIED WARRANTIES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
EXCEPT AS EXPRESSLY PROVIDED HEREIN, CERECIN WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, CERECIN IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. SOME JURISDICTIONS MAY NOT ENFORCE ALL OF THESE LIMITATIONS, AND ONLY THE LIMITATIONS THAT ARE LAWFULLY APPLIED TO YOU IN YOUR JURISDICTION WILL APPLY.
MODIFICATIONS. Cerecin may, in its sole discretion and without prior notice (a) revise this Agreement; (b) revise the labeling or modify the ingredients or formula of the product; and (c) discontinue the Site or sale of Axona® at any time. Cerecin shall post any revision to this Agreement on the Site, and the revision shall be effective immediately on such posting. You agree to review this Agreement and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site following notice of any revision, you are a party to this Agreement.
III. GENERAL TERMS AND CONDITIONS
This Agreement and the Terms, and any claim, dispute or controversy, (whether in contract, tort or otherwise) between you and Cerecin arising from or relating to this Agreement, its interpretation or the breach, termination or validity thereof, including any Cerecin advertising, and the purchase of any product(s) on this Site, shall be governed by, construed, and enforced in accordance with the laws of the State of Colorado, without giving effect to any principles of conflicts of laws.
YOU AND CERECIN ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM, except that you may assert claims in small claims court if your claims qualify. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND CERECIN, its officers, directors, members, partners, employees, agents and affiliates, successors, assigns, direct and indirect parent or affiliate companies, and any third party providing us with any products or services in connection with your purchase (collectively “Cerecin Parties”) arising from or relating in any way to your purchase of products, this Agreement, its interpretation or the breach, termination or validity thereof, the relationships which result from this Agreement (including relationships with third parties who are not signatories to this Agreement), Cerecin’s advertising or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION OR APPROPRIATE SMALL CLAIMS COURT. The arbitrator shall have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision including any unconscionability challenge or any other challenge that the arbitration provision or Agreement is void, voidable or otherwise invalid. The arbitration shall be administered by the American Arbitration Association (AAA). Arbitration proceedings shall be governed by this provision and the applicable procedures of the selected arbitration administrator, including any applicable procedures for consumer-related disputes, in effect at the time the claim is filed. The arbitration will be conducted by phone or through document submission. The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) may be entered as a judgment in any court of competent jurisdiction located in the state of Colorado.
Notwithstanding the foregoing, you and Cerecin agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
SANCTIONS AND EXPORT CONTROLS
This Agreement is expressly made subject to the laws, regulations, orders or other restrictions which may be imposed by the federal government of the United States of America on the transaction of business activities with certain countries or nationals or residents of certain countries. You represent and warrant that neither you nor your organization is a Restricted Entity (as defined below); and further, that neither you nor your organization is using the Site on behalf of or for the benefit of a Restricted Entity. "Restricted Entity" means any individual or organization owned or controlled by, or acting as an agent for, any person or entity with whom a U.S. citizen, national, or company organized under the laws of or operating in the U.S. is prohibited from engaging in transactions by U.S. laws, including without limitation, a person on the Specially Designated Nationals List published by the U.S. Department of the Treasury's Office of Foreign Assets Control.
This Agreement is effective between you and Cerecin as of the date of your acceptance of this Agreement, evidenced by your use of the Site or purchase of any product from this Site. This Agreement may be not assigned by you without our prior written consent. We may assign our rights and obligations under this Agreement, without notice to you, to: (a) any affiliate of Cerecin; or (b) any party or its affiliate acquiring all or substantially all of the assets or stock by merger or otherwise of Cerecin or any affiliate.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. If for any reason any provision of these Terms shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions. These Terms constitute the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements and communications relating to the subject matter of the Terms. No failure or delay in exercising, on the part of either party, any privilege, power, or right hereunder will operate as a waiver of the Terms.
Questions or comments regarding the Site or this Agreement and its Terms should be submitted by completing the form in the “Contact Us” section of the Site. You may also send us an email to email@example.com or letter by mail to the following address:
44 Cook Street, #100-71
Denver, CO 80206
United States of America
TEL: +1 303 999 3700
FAX: +1 303 999 3799
EFFECTIVE DATE: June 19, 2020