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Terms on Use

 

Auxana Inc. Website Terms of Use  

 

This Terms of Use (the “Agreement”) is a contract between you (referred to herein as “you”) and Auxana Inc., a Delaware corporation (“Auxana”) for the right to access the features and functionality of the Auxana website (the “Services” or the “Site”). Upon registration to the Auxana community portion of the Site, you may be required to sign a Subscription Agreement, which shall supersede and control over the terms of this Agreement.

 

BY CLICKING “I ACCEPT”, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND YOU (I) ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT, (II) REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, AND (III) YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF OR YOUR ORGANIZATION.

 

AUXANA provides access to the Services solely on the terms and conditions set forth in this Agreement and on the condition that you accept and comply with them. If you do not accept all of the terms and conditions of this Agreement, do not register for or access the Services. YOU CLICKING “I ACCEPT” AND YOUR SUBSEQUENT ACCESS AND USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. NO SOFTWARE LICENSE IS GRANTED UNDER THIS AGREEMENT.

In consideration of the mutual benefits derived by each party, the parties agree to the following terms and conditions:

  1. Access to the Services; Usage Restrictions.
    1. Subject to this Agreement, AUXANA grants to you a non-exclusive, non-transferable, and non-sub-licensable limited right to use and access the features and functions of the Services using uniquely assigned user IDs and passwords; provided, however that such right does not among other things, include the right to assign, share, sell, rent, lease or otherwise transfer your right to use the Services, or permit anyone to republish, in whole or in part, any portion of the Services and associated content. The Services provide you with access to a platform with profiles, content, community forums, and networking opportunities. Use of the Services provides you the use of and access to AUXANA content (the “Content”), and you agree and understand that you shall not hold AUXANA liable for any breach of relevant local, state or federal regulations caused by your use of the Services. Except as may be expressly provided in writing by AUXANA, the use of the Services for any other purpose other than as set forth in this Agreement is not permitted.
    2. AUXANA reserves the right at any time and from time to time to modify, discontinue, or suspend, temporarily or permanently, its offering of the Services (or any part thereof) without notice or liability to you or any third party.
    3. The rights to use the Services granted pursuant to this Agreement shall terminate upon breach of this Agreement by you. You agree and understand that AUXANA may terminate this Agreement at any time, with or without cause.  Upon termination of this Agreement for any reason, you agree and understand that the rights to use the Services granted under this Agreement shall terminate, and your right to use and access the Content shall automatically expire without notice or refund.
    4. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. AUXANA has the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.
    5. You agree not to use the Services in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services, or to use any manual process to monitor or copy any of the materials on the Site or in the Services or for any other purpose not expressly authorized in this Agreement.
    6. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of unauthorized association, approval, or endorsement on our part. You may use social media linking features solely as provided by us and with the content displayed by us.

 

  1. Intellectual Property Rights.
    1. You agree and understands that the right to use the Services granted in this Agreement and all rights, title, and interest in the Services are the proprietary property of AUXANA or AUXANA is licensed to use such third party content, and such proprietary rights shall remain vested in AUXANA. You agree and understands that you will not publish, distribute via the Internet or any other public computer based information system, create derivative works of, transfer, sell, lease, disclose or otherwise make the Services available to any third party.  You further agree that you shall not at any time challenge or contest the validity or ownership of such Content and that nothing in this Agreement shall be construed to limit any proprietary rights of AUXANA in the Content. If we provide social medial features with certain content you may take such actions as are enabled by such features.
    2. You agree and understands that the Services use copyrighted material, trademarks, or other proprietary information including, but not limited to, text, software, photos, video, graphics, and the entire substance of the Content is protected under the United States copyright laws. The copyright in all material within the Services is held by AUXANA or its licensors. You shall not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the Services in whole or in part.  Except as expressly permitted by AUXANA, nothing within the Services may be copied, reproduced, distributed, modified, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopy, recording, or otherwise, without the prior written permission of AUXANA or the copyright owner.  This Agreement terminates automatically if you breach any of these terms. In addition to termination for breach of the foregoing terms, AUXANA reserves the right to terminate your account at any time for any reason.
    3. Any trademarks and logos of AUXANA shall remain the proprietary property of AUXANA and you shall not have any right to use any trademark of AUXANA without the prior written consent of AUXANA. Any use of the Services not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws.
    4. You agrees and understands that by submitting any materials, feedback, or other information to AUXANA through the Services, you grants AUXANA a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display such materials or other information alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights. You will comply with all applicable law in posting and contributing materials via the Services and AUXANA reserves the right to remove any materials or content you have posted to the Services in its sole discretion.We have the right to:
      • Remove or refuse to post any user or member contributions for any or no reason in our sole discretion.
      • Take any action with respect to any user or member contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such contribution violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for AUXANA.
      • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
      • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the site.
      • Terminate or suspend your access to all or part of the Site for any reason or no reason.
      • If you believe that any contributions violate your copyright, please send us a notice of copyright infringement to [email protected]. It is our policy to terminate the user accounts of repeat infringers.

 

  1. Term and Termination.
    1. This Agreement is effective as of the date of your acceptance of this Agreement (“Effective Date”) and access to the Services will start on the Effective Date and will continue until terminated by either party as set forth in this Agreement.
    2. You agree and understand that AUXANA may terminate this Agreement at any time, with or without cause. Upon termination of this Agreement for any reason, you agree and understand that the rights to use the Services granted under this Agreement shall immediately terminate.
    3. You may provide AUXANA notice of your intent to terminate your subscription by emailing us at [email protected]

 

  1. Indemnification; Limitation of Liability.
    1. You shall indemnify, defend and hold harmless AUXANA and its affiliates, officers, directors, employees, agents, successors and assigns (“AUXANA Indemnified Parties”), from and against all claims, demands, liabilities, damages and costs including, without limitation, its reasonable attorneys’ fees and other costs of defense, arising from or relating to your breach of any terms of this Agreement, your acts and omissions in using the Services, your use of the Services, and any third party claims related to content you provide in the Services.
    2. INFORMATION AND MATERIALS IN THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. YOU AGREES THAT ACCESS TO THE SERVICES MAY BE SUSPENDED IN THE CASE OF TECHNICAL ERRORS, VIRUSES, AND THE LIKE.
    3. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL AUXANA BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE SERVICES, EVEN IF AUXANA OR AN AUTHORIZED REPRESENTATIVE OF AUXANA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER AUXANA NOR ITS AFFILIATES WILL BE LIABLE WITH RESPECT TO ANY MATTER OF THIS AGREEMENT UNDER ANY LEGAL THEORY (INCLUDING NEGLIGENCE) FOR ANY AMOUNT IN EXCESS OF FIVE HUNDRED DOLLARS ($500).
    4. YOU AND AUXANA AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

 

  1. Warranty Disclaimer.
    1. You agree and understand that (a) information offered by the Services in any particular situation does not constitute a recommendation or advice by AUXANA or any of its advisors, generally, and you shall not rely on the Services for such purpose; and (b) you assume responsibility for its actions undertaken in connection with the use of the Services in any capacity. The information presented on this Site is made available for general information purposes only. AUXANA disclaims all liability and responsibility arising from any reliance placed on materials available through the Services by you or any other visitor to the Site or by anyone who may be informed of its contents.
    2. THE SERVICES AND CONTENT ARE PROVIDED “AS IS” AND AUXANA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, NON-INTERFERENCE, VALUE OR ACCURACY OF DATA, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY AUXANA ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
    3. YOU ACKNOWLEDGE AND AGREE THAT AUXANA DOES NOT GUARANTEE LEADS, RESULTS, CLIENTS, OR ANY SPECIFIC BUSINESS OUTCOME OR GOALS BY THE USE OF THE SERVICES. YOU ACKNOWLEDGE THAT YOU HAVE READ THE WEBSITE DISCLAIMER AND UNDERSTAND THAT AUXANA IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL SERVICES. AUXANA IS NOT AND DOES NOT PROVIDE REFERRAL SERVICE FOR ATTORNEYS AND COMPANIES.

 

  1. Other Terms.
    1. If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
    2. The owner of the Site is based in the State of Arizona in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
    3. AUXANA may amend any term of this Agreement at any time by providing notice to you via email or otherwise by posting on the Site. Your continued use of the Services constitutes your acceptance of the modified or amended Agreement. AUXANA may update the content on the Site from time to time but its content is not necessarily complete or up-to-date. AUXANA has no obligation to update such material.
    4. This Agreement constitutes the entire agreement between you and AUXANA, superseding any prior agreements between you and AUXANA. Upon registration for the Auxana Community, you may be required to sign a Subscription Agreement, which will supersede and control over the terms of this Agreement. This Agreement is governed by and construed in accordance with the laws of the State of Arizona without regard to its conflict of laws provisions. You agrees to submit to the personal and exclusive jurisdiction of the courts located within the County of Maricopa, Arizona. The failure of AUXANA to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without AUXANA’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    5. Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement for any cause beyond its reasonable control including, without limitation, acts of God, fire or other disaster or telecommunications, power or Internet failure. The occurrence of any such event shall toll the time provided in this Agreement for performance by the affected party.
    6. All information we collect on the Site is subject to our Privacy Policy. By using this Site, you consent to all actions taken by us with respect to information in compliance with the Privacy Policy.