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Consumer Terms and Conditions - United States

TERMS & CONDITIONS VIVIER PHARMA ONLINE SHOP WEBSITE
TERMS AND CONDITIONS OF USE AND SALE

1. USE OF THIS WEBSITE

This Online Shop website is owned and operated by Vivier Pharma, Inc. & affiliates (hereinafter, collectively the “Company”), for your personal and/or non-commercial use and information. Your use of this website is subject to the following terms and conditions of use and sale (“Terms”) and all applicable laws. By accessing and browsing this website, you accept, without limitation or qualification, these Terms. If you do not agree with any of the Terms, please do not use this website.

The Company reserves the right to change, modify, alter or otherwise update the Terms applicable to this website without prior written notice at any time, and from time to time, at the Company’s sole discretion. We will notify you of any such changes, modifications, alterations or updates to this website by posting notice of same on this website. Following the posting of any such notice, your continued use of this website will constitute your acceptance of the new terms and other policies, as modified, and you will be bound by said new terms and policies.

The Company’s products and services available through this website (“Products”) may be ordered by authorized Vivier customers only. You are responsible to ensure that your access to this website and the material and information available on or through it are legal in each jurisdiction in or through which you access or view the website and such material and information.

2. PRIVACY

Our privacy practices respecting the information we collect during your visit to this website are explained in our Privacy Policy the terms of which are hereby incorporated below. Your continued use of this website implies that you acknowledge that you have read our Privacy Policy and agree to its terms, and that you consent to the use of your personal information by the Company in accordance with the terms of and for the purposes set forth in our Privacy Policy, as same may be amended from time to time.

3. NO USE BY MINORS

This website is intended for use by adults only. If you use this website to purchase Products, you represent that you are of legal age to enter into any purchase agreement through this website and become bound by its terms. If you are under the age of majority in the jurisdiction in which you reside, your parent of guardian should use this website on your behalf and you should not use the website on your own or provide any personal information to the Company. Notwithstanding the foregoing, the Company does not knowingly collect information from children under the age of 14.

4. PRODUCT PURCHASES AND USER ACCOUNT

If you register on the site for the purchase of Products, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and your account, and you agree to accept responsibility for all activities that occur under your account or password. The Company reserves the right to refuse service, terminate accounts or cancel orders in its sole discretion.

5. PRODUCT INFORMATION AND AVAILABILITY

Products which may be purchased from this website are available for sale and distribution to authorized Vivier customers only. The Company attempts to be as accurate as possible in describing all Products available for sale and/or distribution by the Company. However, the Company does not warrant that Product descriptions or other content of this website are accurate, complete, reliable, current or error-free.

The availability of certain Products may be limited, and Products may not be available for immediate delivery. The Company may revise or cease to make available any Products at any time without prior notice. In the event that the Company is unable to deliver to you a Product ordered due to lack of availability, your Order Confirmation which is sent to you via e-mail will indicate if any Product is not available and your order will be shipped minus the missing item.

6. PRODUCT ORDERS

Before submitting an order for the purchase of Products using this Site, you will be shown an order verification screen (“Verification Screen”) describing, among other things, the Product(s) to be ordered, the purchase price and any applicable charges for shipping and taxes. When you submit your order (by pressing the “Place Your Order” button), such order will constitute an offer from you to the Company to purchase the Product(s) described in the Verification Screen, for the price and subject to the other charges, terms and conditions set out in the Order Confirmation. Orders shall only become binding upon the Company once accepted by the Company. The Company’s acceptance of your order is evidenced by an “Order Confirmation” screen and an Order Confirmation e-mail from the Company indicating that your order has been accepted.

THIS WEBSITE AND ITS CONTENTS ARE NOT TO BE CONSTRUED AS AN OFFER TO SELL ANY PRODUCT OR SERVICE.

7. PRODUCT PRICING

The currency for payment will be indicated throughout the shopping cart depending upon your location. Although the Company strives to provide accurate product and pricing information, errors may occur. The Company reserves the right to correct any errors in pricing or product information and to modify the prices of Products, at any time, without prior notice. The Company cannot confirm the price of a Product until after you submit an order for the Product. In the event that the price or related information for a Product (as described on the website and/or the Order Confirmation) is incorrect due to an error in pricing or product information, the Company may, at its sole discretion, refuse or cancel your order, whether before or after the Company’s acceptance thereof. If there is such an error in pricing, the Company will cancel your order and reverse any charges that have been applied, then contact you to ask you to place a new order for the Product at the correct price.

8. CONSENT TO USE ELECTRONIC DOCUMENTS

You hereby consent to the exchange of information and documents between you and the Company over the Internet or by e-mail, and you agree that these Terms, together with any applicable Order Confirmation(s) accepted by the Company in electronic form shall be the equivalent of an original written paper agreement between us. You further agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

9. CANCELLATION

The Company reserves the right, at its sole discretion, to limit quantities, terminate accounts and to refuse or cancel any order, including after the order has been submitted, whether or not the order has been confirmed or accepted and your credit card charged. In the event that your order is cancelled after your payment has been processed, the Company will issue a full refund.

10. PAYMENT TERMS

Terms of payment for any Products purchased through this website shall be determined at the Company’s sole discretion. Payment shall be made by credit card. Any payments made by credit card are subject to the approval of the financial institution that has issued the credit card. The Company reserves the right to revoke or reduce any payment terms granted at any time.

11. SHIPPING AND TAXES

The Company will ship the Product(s) ordered by you in accordance with Company Policies and to the address indicated in the Order Confirmation. Delivery times provided by the Company are estimates only. The Company shall not be responsible for any damages or costs resulting from any delays in delivery.

Unless otherwise stated, all prices quoted do not include shipping and handling charges and applicable federal and state l sales taxes. Separate charges for shipping and handling and taxes will be shown on the Order Confirmation for each order, as applicable.

12. OWNERSHIP; RISK OF LOSS

All Product(s) purchased from the Company are delivered to you by a third party delivery company, pursuant to a shipping contract. You shall become the owner of the Product(s) and shall assume the risks of loss at the time of delivery of the products by the Company to the third party delivery company.

13. RETURNS AND SHIPMENT ERRORS

All Product returns are subject to the Company Returns Policy, the terms of which are incorporated below. Some restrictions may apply. Notwithstanding the Returns Policy, you must notify Company within 3 business days of notice of delivery by parcel carrier to advise of any Product that is non-conforming, damaged in transit, or lost. Company is not responsible for any non-conforming, damaged, or lost Product reported later than 3 business days after notice of delivery by parcel carrier. YOUR SOLE AND EXCLUSIVE REMEDY IN THE CASE OF LOST, DAMAGED, OR NON-CONFORMING GOOD shall be refund of the purchase price or replacement of the product, in Company’s sole and exclusive discretion. Returns for any other reason shall be accepted in Company’s sole discretion as set forth in the Returns Policy.

14. EXCLUSION AND DISCLAIMER OF WARRANTIES
THE COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE FUNCTIONALITY, THE GOOD WORKING ORDER OR CONDITION OF THIS WEBSITE, ITS SUITABILITY FOR USE, OR THAT ITS USE, OR ANY INFORMATION OR MATERIAL, INCLUDING ANY DOWNLOADABLE SOFTWARE, ACCESSED FROM OR THROUGH THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. THE COMPANY DOES NOT REPRESENT, WARRANT OR UNDERTAKE THAT ANY ERRORS ON OR RELATING TO THIS WEBSITE WILL BE CORRECTED, OR THAT ANY SERVER FROM WHICH THE WEBSITE IS OPERATED IS OR WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE TERMS, THIS WEBSITE AND ALL MATERIALS, PRODUCTS AND INFORMATION PROVIDED THROUGH OR ON THIS WEBSITE ARE PROVIDED TO YOU ON AN “AS IS”, “WITH ALL FAULTS” BASIS AND THE COMPANY DOES NOT MAKE OR GIVE ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION (i) WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE TRANSACTIONS, PRIVACY, OR SECURITY, (ii) ACCURACY, ADEQUACY OR COMPLETENESS OF INFORMATION; OR (iii) MERCHANTABILITY, QUALITY, TITLE, DURABILITY, SUITABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSES, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. THESE EXCLUSIONS ARE IN ADDITION TO ANY SPECIFIC EXCLUSION OTHERWISE PROVIDED IN THESE TERMS. BECAUSE CERTAIN FEDERAL AND OR, STATE LAWS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.

COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, OF FITNESS FOR PARTICULAR USE, MERCHANTABILITY OR OTHERWISE WITH RESPECT TO PRODUCT, WHETHER USED SINGLY OR IN COMBINATION WITH OTHER SUBSTANCES OR IN ANY PROCESS.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO, ANY LOST DATA, LOST PROFITS, LOST SAVINGS, LOSS OF GOODWILL, LOST BUSINESS, LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES INCLUDING COMPUTER RESOURCES, ROUTERS AND STORED DATA, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS WEBSITE, INCLUDING WITHOUT LIMITATION THE MATERIALS OR INFORMATION PROVIDED THROUGH THIS WEBSITE, THE PRODUCTS, OR THE TRANSACTIONS CONDUCTED FROM ON OR FROM ANY COMPANY WEBSITE, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS, CONTRACTORS, EMPLOYEES OR MANDATARIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.

IN PARTICULAR, AND WITHOUT LIMITING THE PRECEDING PARAGRAPH, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU FOR DAMAGES OR LOSSES RESULTING FROM VIRUSES, DATA CORRUPTION, FAILED MESSAGES, DAMAGES ARISING AS A RESULT OF: TRANSMISSION ERRORS OR PROBLEMS, TELECOMMUNICATIONS SERVICE PROVIDERS, THE COMPANY’S CONTRACTORS, THE INTERNET BACKBONE, THIRD-PARTY SUPPLIERS OF PRODUCTS OR SERVICES, DAMAGES OR LOSSES CAUSED BY YOU, OR YOUR RESPECTIVE EMPLOYEES, AGENTS, MANDATARIES OR SUBCONTRACTORS, OR OTHER EVENTS BEYOND THE REASONABLE CONTROL OF THE COMPANY.

IF, DESPITE THE LIMITATIONS ABOVE, THE COMPANY IS FOUND LIABLE FOR ANY DAMAGE OR LOSS IN CONNECTION WITH THIS WEBSITE, IN NO CASE WILL THE COMPANY’S TOTAL LIABILITY ARISING UNDER ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE OR OTHERWISE) BE FOR MORE THAN THE AMOUNT PAID BY YOU FOR THE SPECIFIC PRODUCTS ORDERED UNDER THIS AGREEMENT AND TO WHICH THE CLAIM RELATES.

IF YOU ARE DISSATISFIED WITH THESE TERMS OR THIS WEBSITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING AND ACCESSING THIS WEBSITE.

CERTAIN FEDERAL OR STATE LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

FOR THE PURPOSES OF THIS SECTION, “THE COMPANY” SHALL INCLUDE THE COMPANY’S RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, MANDATARIES, CONTRACTORS AND THIRD-PARTY SUPPLIERS.

THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS AGREEMENT.

16. COPYRIGHTS AND TRADEMARKS

Material on this website, including but not limited to texts, images, illustrations, software, audio clips and video clips, is owned or otherwise provided by the Company, and the Company does not represent or warrant that such material does not infringe the rights of any other person or entity. The material on this website is protected in Canada and in other jurisdictions by the Copyright Act and by virtue of the applicable international treaties. Consequently, the material on this website may not be copied, reproduced, republished, downloaded, posted, transmitted, distributed or modified, in whole or in part in any form whatsoever, including but not limited to text, audio or video, without the prior written consent of the Company. Trademarks, logos and service marks (collectively, “Marks”) displayed on this website are registered or unregistered Marks of the Company or others, are the property of their respective owners, and may not be used without written permission of the owner of such Marks. Nothing in this website is to be interpreted as conferring a right to use the Marks or the material protected by the Copyright Act.

Any resale of this website or its contents; any collection of product listings, descriptions or prices; any other derivative use of this website or its contents; any downloading or copying of information for the benefit of any merchant; or any use of data mining, robots, or similar data gathering and extraction tools is prohibited. You may not frame or utilize framing techniques to enclose any page on this website or any trademark, logo or other proprietary information (including images, text, page layout, or form) of the Company without express written consent of the Company. You may not use any meta tags or any other “hidden text” utilizing the Company’s name or trademarks without the express written consent of the Company. Any unauthorized use of this website and/or its contents terminates the permission or license granted by the Company.

Except as otherwise may be expressly provided herein, nothing contained in these Terms shall be construed as conferring by implication, estoppel or otherwise any license or right under any copyright, patent, trademark or other intellectual property right of the Company or any other person or entity.

17. CONFIDENTIALITY OF THE INFORMATION TRANSMITTED

Other than your account information and your information needed to process orders, the Company does not wish to receive confidential, secret or proprietary information or material from you through this website or other means.

You acknowledge that information or material which you provide electronically through your access to or usage of this website, including but not limited to, your ideas, suggestions, comments and other feedback regarding your use of this website or the Products, is not, except as may be required under applicable law or pursuant to the Company’s Privacy Policy, secret, confidential or proprietary. You consent to the Company using any such information or material provided, in whole or in part by any means or in any manner whatsoever, including reproducing, retransmitting or publishing this information or material or ideas, concepts or other information contained therein for the commercial purposes of the Company or the disclosure of your identity, all in accordance with the Company’s Privacy Policy.

Furthermore, you acknowledge that unprotected e-mail communication over the Internet is subject to possible interception, alteration or loss. You also represent and warrant that any and all such information or material which you provide to the Company, whether provided by you electronically by accessing or using this website or otherwise, and the Company’s use of this information and material so provided as permitted in these Terms, does not infringe the rights of any other person or entity.

18. SURVEILLANCE

The Company may monitor the access to its websites and other activities in relation to its website and may intervene in this regard. However, the Company makes no representation and gives no warranty to that effect. You hereby consent to such surveillance and intervention, if the Company ever decides to exercise its rights hereunder.

19. LINKS TO OTHER WEBSITES

Links and references to other websites are provided to you as a convenience only. The Company has not reviewed and does not expressly or implicitly endorse other websites or any information or material, or the accessibility thereof, via such links, and does not assume any responsibility for any such other websites, information or material posted thereon, or products or services offered thereon. You may not create links from other websites to this website.

20. DAMAGE TO OTHERS

You agree not to introduce into or through this website or any other Company website any information or materials which may be harmful to the Company or to others. Among other things, you agree not to include, knowingly or otherwise, any error or defect in material or information which may, among other things, be a libel, slander, defamation or obscenity, or promote hatred or otherwise give rise to a criminal offence or civil liability on the part of any person or entity.

21. MODIFICATION OF WEBSITE; RESERVATION OF RIGHTS

The Company may, for any reason in its sole discretion and without notice to you, terminate, change, suspend or discontinue this website or any aspect of it, and the Company will not be liable to you or any third party for exercising its rights hereunder. The Company may also impose rules for and limits on use of this website or restrict your access to part, or all, of this website without notice or liability. All rights not expressly granted in these terms are reserved to the Company.

22. ENUREMENT

These Terms shall enure to the benefit of and be binding upon each of the parties hereto and their respective successors and permitted assigns.

23. GOVERNING LAW

These terms, this website, any use of this website and any transaction conducted on or from it shall be governed by the laws of New York applicable therein without reference to principles of conflict of laws.

24. DISPUTE RESOLUTION

You acknowledge and agree that any dispute that may arise between you and the Company in respect of these Terms and the transactions contemplated herein shall be resolved by the state and federal courts and tribunals sitting in Clinton County, NY, and you hereby irrevocably submit and attorn to the personal and exclusive jurisdiction and venue of these courts.

25. SEVERABILITY

If any one of these terms or conditions shall be deemed invalid, void, or for any reason unenforceable, such term or condition shall be deemed severable and shall not affect the validity and enforceability of any remaining conditions.

26. JURISDICTION

The Company makes no representation that materials, information or Products provided on or through this website are appropriate or available for use in other locations or jurisdictions. Those who choose to access this website from other locations or jurisdictions do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

27. COOKIES

Cookies are small data files that a website stores on your computer’s hard drive or in random access memory when you are viewing the website. They keep a record of your preferences making your subsequent visits to the website more efficient. In certain cases, this information is only kept during the session and is deleted when you close your browser. In other cases, the information is stored on your hard drive and, upon your next visit to the website, the cookies are used to recall such information. Cookies may store a variety of information, including a unique user ID that can be used to track the pages of the website you have visited and the number of times that you view a particular page or other item on the website, login or registration information, your preferences and your purchase history.

We may use cookies in order to improve your online experience. Your cookies help us keep track of your interests and, if you are a registered customer, your cookies allow us to recognize you when you return to the Site. If you register on our Site, your cookies also help us to monitor and maintain information about your use of our Site. If you have not registered with us, your cookies may be used in order to monitor and maintain non-personally identifiable information about your use of our Site.

The use of cookies is a common practice adopted by most major websites to better serve their clients. Most internet browsers are designed to accept cookies, but they can be easily modified to warn you each time a cookie is being sent or to block all cookies. This is done through your browser settings; see your browser's help files for details on how to block cookies, how to know when you have received cookies and how to disable cookies completely. You should note, however, that without cookies, some of the Site’s functions will not be available, and you will lose some of the benefits of the Site as, amongst other things, we will not recognize you as a past visitor or a registered user.

28. NO WAIVER

The failure of the Company to enforce any provisions of these Terms or to respond to a breach by you or any third party of these Terms shall not in any way waive the right of the Company to subsequently enforce any of the terms and conditions contained herein or to act with respect to similar breaches.

29. EXPORT LAWS

Products sold or delivered under this Agreement shall be subject to export control laws and regulations of Canada and/or the United States. You agree to comply at all times with all such laws and regulations. You hereby agree to defend and hold the Company harmless against all claims, damages or liability resulting from breach of the foregoing.

30. ENTIRE AGREEMENT

These Terms, together with all other agreements, terms or conditions incorporated or referred to herein constitute the entire agreement between you and the Company with respect to the use of this website and any transaction conducted on or from this website and its contents, and supersede any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter hereof, and may not be amended or modified except in writing, or by the Company making such amendments or modifications available to it pursuant to the terms hereof.

31. NO ASSIGNMENT

You may not assign your rights or obligations herein without the express written consent of the Company.

32. TERMINATION

The Company reserves the right, at its sole discretion, to terminate your access to all or any part of this website, with or without notice.

33. HEADINGS

The headings used herein are inserted for convenience of reference only and do not affect the construction or interpretation of the terms and conditions herein.

Revision Date: January 2018

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