PROGENE SITE & PRODUCT TERMS AND CONDITIONS
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A. Progene Site & Product Terms and Conditions:
i. Effective Date: June 1, 2018
BY ACCESSING OR USING ANY PART OF THIS WEBSITE, SUBMITTING AN ORDER, PURCHASING OR USING ANY SERVICES OR PRODUCT, YOU ARE ENTERING INTO A LEGAL COMMERCIAL CONTRACT AND YOU CERTIFY THAT YOU HAVE READ AND AGREE TO BE BOUND BY ALL THE TERMS & CONDITIONS THAT GOVERN YOUR USE OF THE SITE, THE PRODUCTS, THE SERVICES PROVIDED, AND ANY SUBSCRIPTIONS YOU CHOOSE TO ENROLL IN. IF YOU DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE THIS WEBSITE, PURCHASE PRODUCTS OR SERVICES, USE PRODUCTS OR SERVICES, OR ENROLL IN THE SUBSCRIPTIONS OFFERED HEREIN. Subscription to Progene is defined as a specific enrollment into a subscription program where regularly recurring refills are provided with the subscription.
THIS AGREEMENT ALSO INCLUDES A MANDATORY ARBITRATION CLAUSE AND CLASS ACTION WAIVER. Please see the Arbitration and Waiver of Class Action sections below for more information.
ii. Progene’s web services operations are located in Cincinnati, Ohio- United States. This Website, presents and offers Products and Services for U.S. residents who are adults and who can form legally binding contracts under applicable law. Access to the site or use of the Products and Services may not be legal in other countries. Your transmission of data to our Website is subject to U.S. and Ohio law. Do not transmit data to our Website unless you agree to be bound by these terms.
v. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING YOUR USER NAME AND PASSWORD. You agree to notify us immediately if you believe your account is being used without your permission or has otherwise been compromised, or if you believe your password has been stolen.
vi. You agree not to use another user's account, impersonate another person or entity, misrepresent your affiliation with a person or entity, including (without limitation) the Website or create or use a false identity on the Website and/or for the use of Products of Service. You also many not collect, manually or through an automatic process, information about other users without their express consent or other information relating to the Website or the Services
vii. You agree not to attempt to obtain unauthorized access to the Website or portions of the Website that are restricted from general access. You will not attempt to make any unauthorized changes on Website or advertise on Website, without Progene’s written permission.
viii. You understand and agree that although Progene makes commercially reasonable efforts with encryption technologies to help secure communications, no website is 100% secure and as a result, you ultimately assume the risk of any damage or loss as a result of transmitting any information through this Website, including but not limited to, identify theft, credit card fraud, credit card loss, or loss of any information relating to information you may have submitted as part of using Products or Services which may also include loss of private information and/or financial loss. With this understanding, you agree that your continued use or access of this site and/or site services may expose you to these risks and assume responsibility for these risks.
ix. Progene is not responsible for any third-party misuse of the system or any interruption of service caused by hardware, software or network failure or data breach.
x. You will not post, transmit or make available in any way through the Website any software or other materials which contain a computer virus, trojan horse, timebomb, worm, unsolicited solicitation (i.e. “spam”) or other rogue programming ("Rogue Programming"). Progene has no obligation to detect the presence of any Rogue Programming. Any downloading of software or other materials or any other use of the information on the Website is at your risk, and you are advised to take adequate precautions to minimize any loss to your system caused by Rogue Programming, including use of anti-virus programs and proper backup of files.
C. Proprietary Rights
i. The Website is owned and operated by Progene. Progene is a trade name we own. The contents of the Website are copyrighted by Progene with all rights reserved. You acknowledge and agree that all content, including but not limited to text, software, music, sound, photographs, graphics, video, intellectual property, methods, business processes or other material contained in advertisements or information presented to you on our Website is protected by our or other third parties' copyrights, trademarks, service marks, patents, or other intellectual proprietary rights and laws.
ii. You may not use any of these trademarks, trade dress, or trade names without our express written permission. You will have no right to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit or sublicense from materials or content available on the Website, except as expressly set forth in under these terms. You may not attempt to reverse engineer any of the technology, processes, methodologies, or formulas used in the Website, Products or Services. You will not use any meta tags or any other "hidden text" utilizing the Progene name, trademarks, or product names without our express written permission. You may not deep link to portions of the Website, or frame, inline link, or similarly display any of our property, including, without limitation, the Website.
iii. We are not affiliated in any way with GNC, Amazon.com, Drugstore.com, RiteAid, or retailers listed on our site, who distribute our Product. We are also not affiliated in any way with MSNBC, History Channel, Fox News, Popular Science, or any of the other media outlet logos where we have advertised on. These are all registered trademarks of their respective owners. ® Registered or not, all trademarks on this website are the property of their respective owners. Progene is not sponsored by or affiliated with any of the listed news company trade mark owners or third-party registered trade mark owners, and we make no representations about them, their owners, or their services or products.
Unless indicated- as with the Progene Pros section, all licensed photos are for illustrative purposes only and not an endorsement.
D. MEDICAL ADVICE NOT PROVIDED / HEALTH DISCLAIMER
i. You agree that the information contained in this Website, presented in the Services, on Product packaging, in related marketing materials, made by call center agents or is provided to you in response to a request made or a question asked by you or as a result of the completion of a questionnaire by you (the "Information") is provided for INFORMATIONAL PURPOSES ONLY and is intended to provide users with a general understanding of certain wellness and health care topics. The Information is not to be considered complete and does not cover all health issues. Progene does not recommend the self-management of health problems nor does it endorse any particular type of medical treatment or physicians that may be listed as a element of convenience. The Information is not be used in place of a visit with, call to, consultation or advice from your physician or other health care provider. If you know of or suspect you have a medical problem, or if you have any health care related questions, promptly call or see your physician or other health care provider. Do not conclude by virtue of something you have read on this Website, gathering through the participation in the Services, read on Product packaging, seen in marketing materials, provided by call center agents or in response to your inquiries or questions that you do not need to consult a health care professional. Never disregard medical advice or delay in seeking medical advice or treatment as a result of something you read on this Website, on the Product packaging, in the Service, seen in marketing materials, told to you by an agent or as answer to any of your e-mail inquiries. The information herein is not a substitute for professional medical advice and nothing contained on this Website, on the Product packaging, presented in any Service, seen in marketing materials, told to you verbally or in a response to an e-mail is intended to be instructional for medical diagnosis or treatment.
All Physician and healthcare professionals (“providers”) listed is only for convenience and you acknowledge and agree that Progene is not responsible for the availability of listed providers, and does not endorse or recommend any provider, their use or their subsequent recommendations and cannot be responsible or liable for their actions. Any dealings with listed providers are solely between you and that provider. You further agree that Progene will not be responsible or liable, directly or indirectly, for any loss or damage caused by the use of or reliance on any such provider listing. Provider listings may also be a paid placement and as such, you agree that all health related decisions are yours and yours alone and that any decision to engage with any provider that may be listed on the Website or mentioned by a call-center agent will be done so at your own discretion and using your own basis for evaluation.
iii. Do not use the information available on or through the Product packaging, Services provided, presented in marketing materials or on the Website (including, but not limited to, information that may be provided on the Website by healthcare, nutrition professionals, Progene Pros or other endorsers employed by or contracted with Progene or those voluntarily writing product reviews on Website) for diagnosing or treating a health problem or disease, or to prescribe any medication. You agree that nothing on this Website, Product packaging, labeling, discussed with agents or seen in marketing, advertising or signage, or information presented from Services provided will be construed as medical or health care advice.
iv. Any statements and/or information found on Website, Product labels, packaging, marketing materials, Services, presented by agents or authorized affiliates have not been evaluated by the Food and Drug Administration. The Products or Services found on the Website and through other distributers, marketers, retailers, or affiliates are not intended to diagnose, treat, cure, or prevent any disease and information found in the Website, Product or Services will not medical or health care advice. As a natural product, individual results will absolutely vary. Read carefully all product packaging and information prior to use. You agree to consult with a health care professional, especially if you have any pre-existing medical conditions (known or not known), before deciding to obtain or use Product or Services- especially if you are pregnant, nursing, have a serious medical condition of any type, have allergies (known or unknown) to any ingredient on the label or use prescription medications. We disclaim any and all liability for any negative results or side effects that may be experienced from use of this Product or Services offered. If you have an adverse reaction to Product or Services, discontinue use and seek medical attention immediately.
v. Physiological issues addressed by Progene are not diseases and considered natural events that occur with age.
vi. Products and Services are not intended for use by anyone under the age of 18.
E. Accuracy of Information.
i. We attempt to ensure that the information found on the Website, Products and Services is complete and accurate; however, this information may contain typographical errors, pricing errors, and other errors, omissions or inaccuracies. We assume no responsibility for such errors and omissions, and reserve the right to: (i) revoke any offer stated on the Website; (ii) correct any errors, inaccuracies or omissions; and (iii) make changes to prices, content, promotions, product descriptions or specifications, or other information on the Website.
i. Progene will not sell or knowingly release any personal information or information transmitted, communicated, or conveyed by you that is intended to be confidential, to any third-parties, provided that such confidence is not prohibited by law. You acknowledge that if you voluntarily disclose your personal information (e.g., your full name, user name, email address, phone number, home address, etc) in those areas that may be public (eg. the Testimonials page) it may result in unsolicited messages from outside, third-parties where Progene does not have any control.
ii. Additional terms regarding Privacy and User Generated Content can be found in this section.
G. Electronic Communications, Signatures & Agreements
i. When you visit this Website, enter information via phone IVR (Interactive Voice Response) or send e-mails to us, you are communicating with us electronically. You consent to also receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You 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.
ii. You acknowledge and agree that by clicking on the button labeled “ORDER”, “PLACE MY ORDER”, "SUBMIT", "DOWNLOAD", "I ACCEPT" or such similar links as listed by Progene on this or other related sites for the purpose of initiating a next step action, be it an order, an inquiry, a commentary post, or other such action, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these T&C. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE OR SERVICES OFFERED BY PROGENE. Additionally, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
H. Disclosure of Online Communications
i. You are cautioned that any online communications may not be fully confidential. In addition, you understand that federal postal regulations do not protect electronic mail. You also understand that some administrative personnel of Progene may, in the course of their regular duties, have access to communications for technical or operational purposes. Progene may also disclose any communications to the extent permitted or required by law.
I. Submission of Information or Materials
i. You agree to provide true, accurate, current and complete information about yourself if and when you elect to provide Personal Information to us. You also agree to maintain and promptly update any such information to keep it accurate. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead.
iii. By posting, storing, or transmitting any content, such as, but not inclusive of, Product Rating or Review, Information Submitted on Order Form, Feedback, Suggestions, Ideas, Materials (referred to herein as Comments) on or to the Website, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable, right and license to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit and sublicense such content in any form, in all media now known or hereinafter created, anywhere in the world. You agree not to submit any Comments to us if you do not wish to assign such rights to us. You hereby irrevocably waive any claims based on moral rights or similar theories, if any.
v. You are responsible for the content of any Information or Comments you put on the Website. The Information posted to the Website does not necessarily reflect the views of Progene and in no event will Progene assume or have any responsibility or liability for any information posted to the Website or for any claims, damages or losses resulting from the use and/or appearance of such information on the Website. Progene has no obligation to, and does not in the normal course, monitor or control any Information that is or becomes available on the Website.
vi. Progene reserves the right to review any Information that is or becomes available on the Website. Progene reserves the right to refuse to post or to edit or remove, in whole or in part, any Information that is, in Progene’s sole discretion, unacceptable, undesirable or in violation of these rules. Progene has no obligation to exercise such reservation of rights by Progene; Progene may terminate access for content providers or forum participants who are found repeatedly to provide or post protected material without necessary rights and permissions. By submitting information to Progene, you grant us a perpetual, royalty-free, worldwide license to use, transmit, copy and display such information in any and all media now know or hereinafter devised and represent that you have all necessary rights in such posting.
i. Our Website and/or Services may provide links to other websites or resources that are owned and operated by third parties. These links are for your convenience only and are not under our control. You acknowledge and agree that Progene is not responsible for the availability of such external sites or resources, and does not endorse any such site, its use or contents and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. Any dealings with, or participation in promotions you engage with through links to other third parties on this Website or through third party suppliers or vendors, including the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the applicable advertiser or other third party. You further agree that Progene will not be responsible or liable, directly or indirectly, for any loss or damage caused by the use of or reliance on any such material available on or through any such site or any such dealings or promotions.
ii. You agree that Progene will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such information, advice, content, goods or services available on such external sites or third party resources. In the event you decide to access or use any of these other websites or resources, you agree you do so at your own risk.
iii. Content provided as links, copies of articles, PDFs, or academic research citations, may be the works of other parties and are acknowledged as such. These are also provided for your convenience and for your information and are not in any way to be construed as endorsements, license or partnership of any kind.
iv. Links to retail points of distribution are only for your convenience. Offers, promotions, discounts and specials offered by these sites are theirs and not associated with Progene. As a third-party site, Progene is not responsible if you are not able to access these offers.
K. Sale of Products
i. You may be provided with the opportunity to purchase products through the Website and/or from third party websites linked to the Website. Products purchased through the websites of others are subject to the terms and conditions of such other parties and their websites. You agree that interactions at third party websites and/or retail locations are governed by separate terms and conditions and that Progene will have no liability or responsibility from your interactions here.
L. Terms of Sale
i. Sales of Products, Services, and Subscription Plans to End Users Only. Progene sells Products and other related Services from the website and through other distributors, affiliates, retailers, resellers, and suppliers to end-user customers who purchase Products only for their own personal, non-commercial use. Unless specifically contracted, you may not purchase Products, Services, or Subscription Plans for further distribution or resale or for any other commercial or business purpose. Any Subscriptions and all rights and privileges conferred are personal and non-transferable.
ii. Pricing. Pricing for Products, Services, and Subscriptions (including any applicable shipping and handling fees) can be found on Progene’s then-current pricing page located on the Site under “Special Offers”. The price that we will charge you for the Products, Services and Subscriptions will be the price as posted on the Site on the date of purchase. Unless otherwise provided, Progene reserves the right to change prices for Products, Services and Subscriptions at any time, and unless otherwise stated, does not provide price protection or refunds in the event of promotions or price decreases.
iii. Sales Tax. If you purchase any Products or Services available on the Website or through other distributors, affiliates, retailers, resellers, or suppliers, you will be responsible for paying any applicable local sales tax unless noted and provided as a convenience by Progene.
iv. Export/Import Taxes-Tariffs: You agree that you will be responsible for any import tariffs, taxes, exemptions, necessary approvals or applications necessary for Exporting Products or Services from the United States and Importing them into the foreign country you specify. All Products or Services from Progene are FOB Ohio. You assume all liability and/or penalties for Importing such Products or Services.
v. Other terms. You agree to be bound by the terms contained herein (unless You have signed a separate, formal purchase agreement with Progene- in which case, the separate agreement will supersede any conflicting terms here). Additional terms relating to the Products or Services offered are located with each item- review these prior to making any purchases, consuming Product or using Services. Terms relating to Subscription cancellation, returns policies, and specific product terms and the like are all prominently displayed under the Privacy / Terms & Conditions link
i. We reserve the right, but undertake no obligation, to actively report and prosecute actual and suspected credit card fraud. We may, in our discretion, require further authorization and/or confirmation from you such as a telephone confirmation of your order and other information-you acknowledge this confirmation may be provided by a third party. We reserve the right to cancel, delay, refuse to ship, or recall from the shipper any order if fraud is suspected. We capture certain information during the order process, including time, date, IP address, and other information that will be used to locate and identify individuals committing fraud. If any Website order is suspected to be fraudulent, we reserve the right, but undertake no obligation, to submit all records, with or without a subpoena, to all law enforcement agencies and to the credit card company for fraud investigation. We reserve the right to cooperate with authorities to prosecute offenders to the fullest extent of the law.
N. Release and Indemnity
ii. If you are obligated to provide indemnification pursuant to this provision, we may, in our sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limitation of the foregoing, you may not settle, compromise or in any other manner dispose of any Claim without our consent.)
O. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS
i. YOU EXPRESSLY AGREE THAT WE PROVIDE THE WEBSITE, THE PRODUCTS, SERVICES AND SUBSCRIPTIONS ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT YOU CHOOSE TO USE THE WEBSITE, PRODUCTS OR SERVICES AT YOUR SOLE RISK.
ii. PROGENE & AFFILIATES, DISTRIBUTORS, RETAILERS, AND REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, THAT THE PRODUCTS, THE WEBSITE, THE SERVICES, THE SUBSCRIPTIONS, ITS USE, ANY INFORMATION ON IT: (I) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS. NOR DOES PROGENE & AFFILIATES, RETAILLERS, AND REPRESENTATIVES MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, USE OF ANY SERVICES, CONSUMPTION OF ANY PRODUCTS OR INFORMATION OBTAINED ON OR THROUGH THE WEBSITE, PRODUCT PACKAGING, SERVICES MATERIALS, INSTRUCTIONS, OR SERVICE INFORMATION OR AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY THEREOF.
iii. PROGENE MAKES NO COMMITMENT TO UPDATE OR CORRECT ANY INFORMATION THAT APPEARS ON THE WEBSITE, ANY WEBSITE LINKED HEREUNDER, ON THE PRODUCT PACKAGING, SERVICE MATERIALS, INSTRUCTIONS OR PROVIDED SERVICE INFORMATION.
iv. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OR FROM THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE OR NONUSE OF SUCH INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION AND ANY BODILY INJURY.
v. PROGENE AND ITS AFFILIATES MAKE NO WARRANTY EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT REGARDING ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM THE WEBSITE; ANY TRANSACTIONS ENTERED INTO THE WEBSITE BY YOU DIRECTLY OR INDIRECTLY BY CALLING US AND HAVING US ENTER THE INFORMATION ON YOUR BEHALF; OR OBTAINED THROUGH A DISTRIBUTOR, RETAILER, RESELLER, WHOLESALER OR OTHER SOURCE.
vi. NO ADVICE, INFORMATION OR AGREEMENT, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PROGENE OR ANY PERSON ON BEHALF OF PROGENE, OR THROUGH OR FROM ANY SERVICE OR PRODUCT ON THE WEBSITE OR OBTAINED THROUGH A DISTRIBUTOR RETAILER, RESELLER, WHOLESALER, OR OTHER SOURCE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
P. Limitation of Liability
i. IN NO EVENT WILL PROGENE & AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, ARISING OUT OF OR RELATED TO THE USE OF THIS WEBSITE, THE PRODUCTS, SERVICES, SUBSCRIPTIONS OR INFORMATION PROVIDED TO YOU.
ii. YOU AGREE THAT OUR TOTAL LIABILITY, WHETHER IN CONTRACT, WARRANTY (EXPRESS OR IMPLIED), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE CASH VALUE OF THE LAST AMOUNT PAID. THESE EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND IF A PROGENE SUBSCRIBER, THESE TERMS WILL SURVIVE CANCELLATION OR TERMINATION OF SUBSCRIPTION. CERTAIN STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
iii. LIMITATION OF LIABILITY YOU AGREE THAT PROGENE AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE WEBSITE OR ANY SERVICES, PRODUCTS OR INFORMATION OBTAINED ON OR THROUGH THE WEBSITE (DIRECTLY OR INDIRECTLY), WHETHER BASED IN CONTRACT, TORT, STRICT LIABLITY OR OTHERWISE AND EVEN IF PROGENE OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FROM: PERSONAL INJURY; DOWNLOADING ANY MATERIAL CONTAINED ON OR ACCESSED THROUGH THE WEBSITE; LINKING TO ANY THIRD PARTY WEBSITE FROM THE WEBSITE; ANY UNAUTHORIZED ACCESS TO ANY INFORMATION ON THE WEBSITE AND/OR SUBMITTED BY YOU TO OR THROUGH THE WEBSITE; COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES; ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; AND/OR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE LOSSES REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES OCCURING
Q. Domestic Use/ Export Restriction
i. We control the Website from our offices within the United States of America. We make no representation that the Website or its content (including, without limitation, any Products or Services available on or through the Website) are appropriate or available for use in other locations. Users who access the Website from outside the United States of America do so, on their own initiative and must bear all responsibility for compliance with local laws, if applicable. Further, the United States export control laws prohibit the export of certain products, technical data and software to certain territories. No content Services, or Product ordered from affiliates, distributors, retailers, resellers, or from the Website may be downloaded, shipped or transported in violation of United States law.
i. We reserve the right to modify or discontinue, temporarily or permanently, any or all of the Website and/or any or all features, Products, prices of Products, Services or information appearing on or available through any or all of the Website with or without notice to you. You agree that we will not be liable to you or any third party for any modification or discontinuance of such features, Products, prices, Services, or information on the Website or the Website itself.
S. Applicable Law/ Jurisdiction
i. Any claim involving the use of our Website, Products or Services and the relationship between you and us will be governed by the laws of the United States and the State of Ohio without regard to its conflict of law provisions. You and Progene agree to submit to the personal and exclusive jurisdiction of the courts located within the State of Ohio, Hamilton County.
iii. All disputes relating in any way, directly or indirectly, to Progene for breach of contract, breach of fiduciary duty, negligence, personal injury, intentional torts or other tort will be arbitrated according to the rules of the American Arbitration Association (AAA) in Cincinnati, Ohio, including any dispute about the scope of this arbitration agreement, and including all questions about the types of disputes that are subject to this arbitration agreement, all of which you agree will be decided by the arbitrators, whose decision will be final and binding on you. Any issue concerning the extent to which a dispute is subject to arbitration, or concerning the applicability, interpretation or enforceability of this Agreement, including any contention that all or part of this agreement is invalid or unenforceable, will be governed by the Federal Arbitration Act and resolved by the arbitrators. You acknowledge and agree that, in any arbitration proceeding, no depositions will be taken, and all other forms of discovery of facts will be limited to those things that the arbitrators determine, in their sole discretion, to be necessary. Further, in any arbitration proceeding, (i) there will be no award of punitive, exemplary, incidental or consequential or other special damages, (ii) all damages claims and awards will be governed by the provisions of the Ohio Revised Civil Code, and (iii) the parties will conduct the arbitration confidentially and expeditiously and will pay their own costs and expenses of arbitration, including their own attorneys’ fees. If you are unable to afford the AAA fee, you agree to notify all persons against whom you have an arbitratable claim and give such persons the opportunity individually and as a group to pay such fee. The proceeding and the decision will be kept confidential by the parties
v. WAIVER OF CLASS ACTION RIGHTS. BY ENTERING INTO THESE TERMS OF SERVICE, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS SITE, PRODUCT, SERVICE OR TERMS OF SERVICE MUST BE ASSERTED INDIVIDUALLY AND NEITHER YOU OR PROGENE HAS THE RIGHT TO ACT AS A CLASS REPRESENTATIVE OR PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS WITH RESPECT TO ANY CLAIM.
vi. Limitation of Actions. You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the Website, Product or Services, must be filed within one calendar year after such claim or cause of action arises, or forever be barred.