Terms of Use

Purpose

These Terms of Use apply to all visitors to the Curadux website located at www.curadux.com and all associated sites linked to www.curadux.com by Curadux. Our website is property of Curadux LLC and our licensors. We have prepared these Terms of Use to govern the use of our website, as well as a Privacy Policy so you know what information we collect about you online, how we use it, who we share it with, how we store it, and how you can control it.

Consent

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU ACCESS OR USE OUR WEBSITE. BY ACCESSING OR USING OUR WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS OF USE SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DON'T ACCESS OUR WEBSITE.

Rights

Provided you comply with our Terms of Use, we grant you a personal, non-exclusive, non-transferable, limited privilege to enter and use our website. We, however, reserve the absolute and unconditional right to refuse or cancel any person’s registration for our website, remove any person from our website, or prohibit any person from accessing or using our website for any reason whatsoever.

Content

Unless otherwise noted or otherwise indicated by context, all website content, including but not limited to text, information, logos, trademarks, photographs, graphics, artwork, user interfaces, visual interfaces, video, audio, music, software, computer code, as well as the design, structure, selection, coordination, and expression of such content, is the property of Curadux and our licensors, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

Except as expressly provided in our Terms of Use, no part of our website and no content may be copied, downloaded, printed, licensed, modified, reproduced, published, republished, uploaded, posted, reused, sold, transmitted, used to create a derivative work, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or any other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.

If we purposefully make available information for downloading, you may use that information, provided you don’t: (1) remove proprietary notices, (2) use it for anything other than personal, non-commercial informational purposes, (3) copy or post the information on the Internet, any networked computer, or broadcast it in any other media, (4) modify the information, or (5) make any additional representations or warranties relating to such information.

Submissions

While we welcome comments and feedback regarding our website and services, we are under no obligation to respond to all communications received through our website or by email, to maintain unsolicited communications in confidence, or to provide compensation of any kind for your comments or submissions.

You acknowledge that you are responsible for any material you may submit via our website, including the legality, reliability, and appropriateness of any such material. You may not upload to, distribute or otherwise publish through our website any content that (i) is confidential, proprietary, false, fraudulent, libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law; or (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of "spam." You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. You may not upload commercial content onto the site.

If you do submit material, and unless we indicate otherwise, you grant us and our affiliates an unrestricted, nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such material throughout the world in any media. You further agree that we are free to use any ideas, concepts, know-how that you or individuals acting on your behalf provide to us. You grant us and our affiliates the right to use the name you submit in connection with such material, if they or we so choose. All personal information provided via our website will be handled in accordance with the site's online Privacy Policy. You represent and warrant that you own or otherwise control all the rights to the content you post; that the content is accurate; that use of the content you supply does not violate any provision herein and will not cause injury to any person or entity; and that you will indemnify us for all claims resulting from content you supply.

Infringement Notice

We respect the intellectual property rights of others and request that you do the same. If you believe that any material residing on, linked to, or linked from our website infringes your copyright, please send our copyright agent a notification of claimed infringement with all of the following information: (i) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (ii) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on our website (such as the URL(s) of the claimed infringing material); (iii) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (v) a statement by you that the above information in your notification is accurate and a statement by you, made under penalty of perjury, that you are the owner of an exclusive right that is allegedly infringed or are authorized to act on the owner's behalf; and (vi) your physical or electronic signature. Notices to our copyright agent should be sent to:

Curadux LLC
Attn: Copyright Agent
P.O. Box 12043
Austin, Texas 78711
legal@curadux.com

Links

Our website may contain links or produce search results that reference links to third-party websites. We have no control over these third party websites, we don’t endorse content on these websites, we don’t assume responsibility or liability for content on these websites, and we don’t warrant that these websites will be free of computer viruses or other harmful code that could adversely impact your computer, mobile device, or other web-access device. By using our website to search for or link to other websites, you agree and understand that such use is at your own risk.

Password Security

You may have an opportunity to become a registered user of services available through our website and, if so, we may provide you with a confidential username and password (“Credentials) to access and use portions of our website. By accepting those Credentials, you agree to maintain their confidentiality, to promptly report to us if you know or suspect that your Credentials have been compromised, and to be responsible for any use of the Credentials by someone other than you.

Prohibitions

You may not attempt to gain unauthorized access to our website or to systems, networks, or services connected to our website, by circumventing the navigational structure of our website, hacking, password “mining” or any other illegitimate means.

You may not use any device, software or routine to interfere or attempt to interfere with the proper working of our website or any transaction conducted on our website, or with any other person’s use of the website.

You may not use our website in a manner that could disable, overburden, or impair our website, systems, or networks, or systems or networks connected to our website, or interfere with any other party's use and enjoyment of our website.

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of our website or content.

You may not submit material that is intentionally false, defamatory, unlawfully threatening, illegal, or unlawfully harassing.

You may not transmit materials through our website that you know or should know contain viruses, Trojan horses, worms, time bombs, cancelbots, or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.

You may not infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy.

You may not probe, scan or test the vulnerability of our website or any network connected to our website, nor breach the security or authentication measures on our website or any network connected to our website.

You may not reverse look-up, trace or seek to trace any information on any other user, customer, or visitor to our website.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to us on or through our website or any service offered on or through our website. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You may not use our website or content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit or assist in the performance of any illegal activity or other activity which infringes our rights or the rights of others.

Disclaimer

We do not represent or warrant that the information accessible via our website is accurate, complete, or current. Our website may contain typographical errors, technical inaccuracies, or other incorrect information. We reserve the right to add to, change, or delete its content or any part thereof without notice. Any price or availability information is subject to change without notice. Additionally, our website may contain information provided by third parties. We make no representation or warranty regarding the accuracy, truth, quality, suitability, or reliability of such information. We not responsible for any errors, omissions, or inaccuracies contained in any information provided by such third parties.

WE DO NOT PROMISE THAT OUR WEBSITE OR ANY CONTENT, SERVICE OR FEATURE OF OUR WEBSITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. OUR WEBSITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON OUR WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE. WE CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM OUR WEBSITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.

WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF OUR WEBSITE AND/OR ANY CURADUX SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF OUR WEBSITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH OUR WEBSITE OR ANY CONTENT IS TO STOP USING OUR WEBSITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

We reserve the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to our website, or any portion of our website, for any reason, (2) to modify or change our website, or any portion of our website, and any applicable policies or terms, and (3) to interrupt the operation of our website, or any portion of our website, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Limitations

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL CURADUX BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF OUR WEBSITE.

IN ANY EVENT, CURADUX’S LIABILITY UNDER ANY THEORY OF LIABILITY, WHETHER TORT, BREACH OF WARRANTY, BREACH OF CONTRACT, OR OTHER, WILL BE NO GREATER THAN THE AMOUNT YOU HAVE PAID TO CURADUX.

Indemnity

You agree to defend, indemnify, and hold Curadux and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorneys' fees, arising from or related to your breach of these Terms.

Violations

We reserve the right at any time to terminate or suspend your access to any part of our website if you engage in activities that we conclude, in our discretion, breach our Terms of Use.  We may disclose information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of our website, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) our rights or property, or the rights or property of visitors to or users of our website, including our customers. We may also disclose your information when we determine that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that we may preserve any transmittal or communication by you with Curadux and may also disclose such data if required to do so by law or if we determine that such preservation or disclosure is reasonably necessary to comply with legal process, enforce our Terms of Use, respond to claims that any such data violates the rights of others, or protect the rights, property or personal safety of Curadux, our employees, users of or visitors to our website, or the general public.

You agree that we may, in our sole discretion and without prior notice, terminate your access to our website and/or block your future access to our website if we determine that you have violated our Terms of Use or other agreements or guidelines which may be associated with your use of our website. You also agree that any violation by you of our Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Curadux, for which monetary damages would be inadequate, and you consent to Curadux obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity.

If we do take any legal action against you as a result of your violation of these Terms of Use, we will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Curadux. You agree that we will not be liable to you or to any third party for termination of your access to our website as a result of any violation of our Terms of Use.

Disputes

Any dispute, claim, or controversy between you and Curadux shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitration may be entered in any court having jurisdiction thereof. The arbitration shall occur in Austin, Texas, and you and Curadux  shall share equally the arbitration fees and expenses.

The arbitration shall be conducted by a single arbitrator. The arbitrator shall be selected in accordance with R-13 of the AAA’s Commercial Arbitration Rules, effective October 1, 2013, except that the arbitrator ultimately selected must be a lawyer with expertise and knowledge of the health care industry. In no event shall an award against Curadux in arbitration initiated under this clause exceed the amount that you have paid Curadux. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. In the event legal proceedings may involve the arbitration, the parties will use their best efforts to ensure that confidentiality is maintained by obtaining leave to file materials under seal and by other appropriate means.

Any claim under our Terms of Use must be brought to arbitration within one (1) year after the cause of action arises, or such claim or cause of action is barred.

Miscellaneous

You may not use or export or re-export any content or any copy or adaptation of such content, or any product or service offered on our website, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

If any of the provisions of our Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of our Terms of Use, so that our Terms of Use shall remain in full force and effect.

Our Terms of Use constitute the entire agreement between you and Curadux with regard to your use of our website, and any and all other written or oral agreements or understandings previously existing between you and Curadux with respect to such use are hereby superseded and cancelled.

Our failure to insist on or enforce strict performance of our Terms of Use shall not be construed as a waiver by Curadux of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between Curadux and you or any other party be deemed to modify any provision of our Terms of Use. Our Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

Communications

Any communications you provide at our website will be treated as sensitive but non-confidential, unless and until a non-disclosure agreement is signed by the parties.

Changes

The information contained on our website is subject to change without notice and we reserve the right, at our sole discretion, to change, modify, updated, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of our website following these changes will mean that you accept and agree to the changes.

Effective Date: September 1, 2015
Copyright © 2015 Curadux LLC. All rights reserved.