GRXSOLUTIONS.COM
TERMS OF
USE AGREEMENT
Last Updated: April 21,
2008
IMPORTANT:
THIS
AGREEMENT IS A CONTRACT
1.
READ THIS:
This Terms of Use Agreement
("Agreement" or “Terms of Use”) is made by and between GRX Solutions,
LLC a Wisconsin limited liability company
having its office at 5780
Seminole Ridge Circle, Madison, WI 53711 ("GRX")
and you ("you," "your" or "User"). This Agreement
contains the terms and conditions that govern your use of the GRX website at www.grxsolutions.com (the “Site”).
YOU AGREE
THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU
DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF
THE SITE.
GRX
RESERVES THE RIGHT, FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU, TO MAKE
CHANGES TO THIS AGREEMENT IN GRX'S
SOLE DISCRETION. CONTINUED USE OF ANY PART OF THE SITE CONSTITUTES YOUR
ACCEPTANCE OF SUCH CHANGES. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH
SUPERCEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY CLICKING ON THE
"TERMS OF USE" HYPERLINK LOCATED AT THE BOTTOM OF EVERY PAGE ON THE
SITE.
2.
ACCESS TO THE SITE
To access
the Site or some its Content, you may be asked to provide certain registration
details or other information. It is a condition of your use of the Site that
all the information you provide on the Site will be correct, current, and
complete. If GRX believes the information you provide is not correct, current,
or complete, GRX has the right to refuse you access to the Site or any of its
Content, and to terminate or suspend your access at any time.
You warrant
and represent that have reached the age of majority and are otherwise competent
to enter into contracts in your jurisdiction; and that in any event you are at
least 18 years of age.
3.
RESTRICTIONS ON USE
You may use the Site only for the
purposes expressly permitted. As a condition of your use you warrant to GRX
that you will not use the Site for any purpose that is unlawful or prohibited
by this Agreement. In addition, you may not use the Site in any manner which
could disable, overburden, damage, or impair the Site or interfere with any
other party's use and enjoyment of the Site. You may not obtain or attempt to
obtain any materials, content, or information on the Site through any means not
expressly authorized.
Co-Branding. You may not co-brand the
Site. For purposes of this Agreement, "co-branding" means to display
a name, logo, trademark, or other means of attribution or identification of GRX
in such a manner as is reasonably likely to give the impression that you have
the right to display, publish, or distribute the Site or its Content. You agree
to cooperate with GRX in causing any unauthorized co-branding immediately to
cease.
Framing and Metatags. You may not frame
or use framing techniques to enclose any GRX trademark, logo, or other
proprietary information (including but not limited to images, text, page
layout, and form) without GRX’s express written consent. You may not include
GRX’s name or trademarks in any metatags or any other "hidden text"
without GRX’s express written consent.
Linking. You acknowledge, accept and
agree to abide by GRX’s
Linking Policy, which is hereby incorporated into this Agreement. In addition, you agree that any link you
post to the Site shall abide by all of the following:
·
The
link shall not portray GRX or its products or services in any false,
misleading, disparaging or otherwise offensive manner;
·
The
link may not use any GRX logo or other proprietary graphic or trademark as part
of the link without GRX’s prior express written permission; and
·
The
appearance, position and other aspects of the link must not be such as to
damage or dilute the goodwill associated with our name and trademarks or create
any false appearance that we are associated with or sponsor the linking or any
other site.
Any unauthorized activity by you as set
forth in this provision shall result in such action as GRX deems necessary to
protect and enforce its legal rights.
4.
PERSONAL AND NON-COMMERCIAL USE LIMITATION
The Site is for your personal and
non-commercial use, unless otherwise specified. You may not use the Site for
any other purpose, including any commercial purpose, without GRX's express prior written consent.
You may not modify, copy, distribute, display, send, perform, reproduce,
publish, license, create derivative works from, transfer, or sell any
information, content, software, products or services obtained from or otherwise
connected to the Site.
You expressly
acknowledge that the Site offers licenses to use and display certain
copyrighted Content for a fee, and that any efforts to use or make such Content
available without payment to GRX may constitute actionable infringement of
GRX’s rights under the copyright laws of the United States and elsewhere. You understand and
agree that GRX employs security measures to monitor unauthorized use of its
Content.
5.
PROPRIETARY INFORMATION
The material and content accessible from
the Site (the "Content") is the proprietary information of GRX or the
party that provided or licensed the Content to GRX, whereby such providing
party retains all right, title, and interest in the Content. Accordingly, the
Content may not be copied, distributed, republished, uploaded, posted, or
transmitted in any way without the prior written consent of GRX. You may not
remove or alter, or cause to be removed or altered, any copyright, trademark,
trade name, service mark, or any other proprietary notice or legend appearing
on any of the Content. Modification or use of the Content except as expressly
provided in these Terms of Use violates GRX's
intellectual property rights. Neither title nor any intellectual property
rights are transferred to you by access to the Site.
6.
THIRD PARTY LINKS
The Site may contain links to websites
maintained by third parties (“Third Party Sites”). GRX makes no representations
whatsoever about any Third Party Site or related content (“Third Party
Content”) that you may access through the Site. When you access any other
website, you understand that it is entirely independent from the Site, and that
GRX has no control over the content of such website nor of its policies. It
is up to you to take precautions to ensure that Third Party Sites and Third
Party Content
are free of such items as viruses, worms, trojan horses, defects, date bombs,
time bombs and other items of a destructive nature. If you access any Third Party Site
or use or install any Third Party Content, you do so at your own risk.
In addition, a link to another website
does not mean that GRX endorses or accepts any responsibility for the content,
use or policies of the linked website or that the policies of that website are
consistent with our policies or the terms and conditions of this Agreement. We
strongly encourage you to become familiar with the terms of use and practices
of any linked site. You acknowledge and agree that all
Third Party Content and Third Party Sites shall be governed by the terms of use
and other rules established by the owners, operators or providers of such Third
Party Content and/or Third Party Sites, and that GRX shall not be a party to, and
shall play no role whatsoever in any dispute you may have with the owners, operators or providers of such Third Party
Content and/or Third Party Sites.
In the
event of links to the Site on Third Party Sites, the Site will continue to be
governed by this Agreement.
By using the Site, you expressly release GRX from any and all
liability arising from your use of any Third
Party Site or Third Party Content.
7. SUBMISSIONS
GRX will treat any personal information that you
submit through the Site in accordance with its Privacy Policy, which
is hereby incorporated by reference into this Agreement.
8.
DISCLAIMERS
THIS SITE, INCLUDING ANY CONTENT OR
INFORMATION CONTAINED WITHIN IT, IS PROVIDED “AS IS,” WITH NO REPRESENTATIONS
OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
TO THE FULLEST EXTENT PERMISSIBLE
PURSUANT TO APPLICABLE LAW, GRX AND ITS
AFFILIATES, PRINCIPALS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT,
ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY
WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR
USAGE OF TRADE. GRX AND ITS AFFILIATES, PRINCIPALS AND AGENTS DISCLAIM ANY AND
ALL WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SITE.
GRX DOES NOT WARRANT THAT YOUR USE OF THE
SITE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE
CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF
VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MAY MANIFEST CONTAMINATING OR
DESTRUCTIVE PROPERTIES. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT
PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY
OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THIS SITE FOR
ANY RECONSTRUCTION OF ANY LOST DATA. GRX DOES NOT ASSUME ANY RESPONSIBILITY OR
RISK FOR YOUR USE OF THE INTERNET.
YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE
FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER
EQUIPMENT NEEDED TO ACCESS THE INTERNET AND USE THE SITE, AND ALL CHARGES
RELATED THERETO.
GRX DOES NOT WARRANT OR MAKE ANY
REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE SITE’S CONTENT IN
TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL
INACCURACIES OR TYPOGRAPHICAL ERRORS, AND GRX MAY MAKE CHANGES OR IMPROVEMENTS
AT ANY TIME. YOU, AND NOT GRX, ASSUME THE ENTIRE COST OF ALL NECESSARY
SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM
THE USE OF THIS SITE OR ITS CONTENT. GRX MAKES NO WARRANTIES THAT YOUR USE OF
THE SITE’S CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO
LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.
9.
LIMITATION ON LIABILITY
GRX, ITS SUBSIDIARIES, AFFILIATES,
LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS,
AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT,
PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES,
INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR
SIMILAR DAMAGES, EVEN IF GRX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF GRX AND ITS SUBSIDIARIES,
AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS,
OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER
IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $10 OR THE AMOUNT YOU
HAVE PAID TO GRX FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY
AROSE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, AND LOST DATA. SUCH
LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
10. INDEMNITY
You will indemnify and hold GRX, its
subsidiaries, affiliates, licensors, content providers, service providers,
employees, agents, officers, directors, and contractors (the "Indemnified
Parties") harmless from any breach of these Terms of Use by you, including
any use of Content other than as expressly authorized in these Terms of Use. You
agree that the Indemnified Parties will have no liability in connection with
any such breach or unauthorized use, and you agree to indemnify any and all
resulting loss, damages, judgments, awards, costs, expenses, and attorneys'
fees of the Indemnified Parties in connection therewith. You will also
indemnify and hold the Indemnified Parties harmless from and against any claims
brought by third parties arising out of your use of Content. GRX may
participate in the defense of any such third party claim or action and any
negotiations for its settlement or compromise. No settlement which may
adversely affect our rights or obligations shall be made without our prior
written approval.
11.
TRADEMARKS AND COPYRIGHTS
Trademarks, service marks, logos, and
copyrighted works appearing in the Site are the property of GRX or the party
that provided the trademarks, services marks, logos, and copyrighted works to
GRX. GRX and any party that provided trademarks, service marks, logos, and
copyrighted works to GRX retain all rights with respect to any of their
respective trademarks, service marks, logos, and copyrighted works appearing in
this site.
All contents of the Site, including its
compilation, are Copyright © 2008 [GRX and/or its suppliers]. All rights
reserved.
12. DIGITAL MILLENNIUM COPYRIGHT POLICY
If
you believe that any of your exclusive rights under United States copyright law
have been violated in a manner that constitutes infringement, and that the allegedly infringing
material is accessible on the Site or through GRX as an online service
provider, please follow the procedures set forth in our Digital Millennium Copyright Policy.
13. SECURITY
Any passwords used for the Site are for
individual use only. You will be responsible for the security of your password
(if any). GRX will be entitled to monitor your password and, at its discretion,
require you to change it.
You are prohibited from using any
services or facilities provided in connection with the Site to compromise
security or tamper with system resources and/or accounts. The use or
distribution of tools designed for compromising security (e.g., password
guessing programs, cracking tools or network probing tools) is strictly
prohibited. If you become involved in any violation of system security, GRX
reserves the right to release your details to system administrators at other
sites in order to assist them in resolving security incidents. GRX reserves the right to investigate
suspected violations of these Terms of Use.
BY ACCEPTING THIS AGREEMENT YOU WAIVE AND
HOLD GRX HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY GRX DURING
OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A
CONSEQUENCE OF INVESTIGATIONS BY EITHER GRX OR LAW ENFORCEMENT AUTHORITIES.
14.
ACCEPTANCE OF ELECTRONIC CONTRACT.
You agree that this Agreement has the
same legal force and effect as a written contract with your written signature
and that it satisfies any laws that require a writing or signature, including
any applicable statute of frauds. You further agree that you shall not
challenge the validity, enforceability or admissibility of this Agreement on
the grounds that it was electronically transmitted or authorized. A printed
version of this Agreement shall be admissible in judicial or administrative
proceedings based upon or relating to the Agreement to the same extent and
subject to the same conditions as other business documents and records
originally generated and maintained in printed form. You acknowledge that you
have had the opportunity to print this Agreement.
15. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
We make no
representation that products or services available on or through the Site are
appropriate or available for use in locations other than the United States of
America. Those who choose to access the Site or Content from other locations do
so on their own initiative and at their own risk, and are responsible for
compliance with local laws, if and to the extent local laws are
applicable.
Content,
including software, made available through the Site is further subject to
United States export controls. You agree to comply with all applicable laws
regarding the transmission of technical data exported from the United States or
the country in which you reside. No such Content may be downloaded or otherwise
exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq,
Libya, North Korea, Iran, Syria or any other country to which the United States
has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list
of Specially Designated Nationals or the U.S. Commerce Department's Table of
Deny Orders. By downloading any Content available through the Site, you
represent and warrant that you are not located in, under the control of, or a
national or resident of any such country or on any such list. We reserve the
right to limit the availability of the Site and/or Content to any person,
geographic area or jurisdiction, at any time and in our sole discretion.
16. NOTICE
FOR CALIFORNIA USERS
Under California Civil Code Section
1789.3, California Users are entitled to the following specific consumer rights
notice: The Complaint Assistance Unit
of the Division of Consumer Services of the California Department of Consumer
Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento,
California 95814, or by telephone at (916) 445-1254 or (800) 952-5210. The
provider of the Site is GRX Solutions, LLC a Wisconsin
limited liability company having its office at 5780 Seminole Ridge Circle, Madison, WI
53711. There is no charge for using the Site.
17. PARENTAL CONTROL PROTECTIONS
Pursuant to 47
U.S.C. Section 230 (d), as amended, we hereby notify you that parental control
protections (such as computer hardware, software or filtering services) are
commercially available that may assist you in limiting access to material that
is harmful to minors. Information identifying current providers of such
protections is available at http://internet-filter-review.toptenreviews.com
18.
MISCELLANEOUS
You may not assign this Agreement.
This Agreement is binding on the parties
and their respective heirs, legatees, executors, successors and assigns. Except
for policies and other agreements incorporated by reference herein, this
Agreement is the entire agreement between the parties and supersedes all prior
written or oral agreements between the parties relating to the subject matter
hereof. If any portion of this Agreement is found to be void or unenforceable,
the remaining portion shall be enforceable with the invalid portion removed,
giving all reasonable construction to permit the essential purposes of the
Agreement to be achieved. The parties’ various rights and remedies hereunder
shall be construed to be cumulative.
This Agreement shall be deemed to have
been made in the United States of America, State of Wisconsin, and it shall be
governed by the substantive laws of the State of Wisconsin without regard to
any applicable conflict of laws provisions. The Parties submit to jurisdiction
in the state and federal courts sitting in Dane County, Wisconsin, USA, and you
hereby waive any jurisdictional, venue or inconvenient forum objections.
Nothing contained in this Agreement shall
be construed to require the commission of any act contrary to law. Nothing in
this Agreement shall be construed or deemed to create any partnership, agency,
joint venture, employment or franchise relationship between the Parties.
Captions and headings used in this
Agreement are for purposes of convenience only and shall not be deemed to
limit, affect the scope, meaning or intent of this Agreement, nor shall they
otherwise be given any legal effect.
No breach of this Agreement by Company
shall be deemed material unless you shall have given Company written notice of
such breach, and Company shall fail to cure such breach within thirty (30) days
after its receipt of such notice.
You agree that regardless of any statute
or law to the contrary, any claim or cause of action arising out of or related
to use of the Site must be filed within one (1) year after such claim or cause
of action arose or be forever barred.
Any additional policies or statements on the
Site will govern the items to which they pertain. In the event of conflict
between such policies and statements, and this Agreement, this Agreement shall
control.
GRX may revise these Terms of Use at any time.
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