Please read these Terms of Service (the "Agreement") carefully. By using the
Services (as defined below), you agree to this Agreement. We recommend that you
print a copy of this Agreement for future reference. We retain the right to make
changes, as outlined below.
This Agreement is between you and OPSUMIT® ("Company" or
"we" or "us" or "our") concerning your use of the website
located at https://opsumit.com/ (the "Site") or the mobile software
application in connection with which you are accessing this Agreement (the
"App") (collectively, the "Services").
If you are not willing to accept the terms and conditions in the Agreement, we ask
that you not access or use the Services or post or submit any materials on it or
order any items from it. Please review our Privacy Policy located at https://opsumit.com/privacy-policy.html for
details about what information we collect and how we use it.
This site is intended for and directed to residents of the United States and its
territories. You affirm that you are of legal age to enter into this Agreement. This
website (or app) is not intended for use by persons under the age of 18. If you are
under 18 years old, you may not use this website (or app) or provide the Company
with any personally identifiable information. If this site includes the ability to
purchase products or services, in order to utilize the purchasing function, you must
be the age of majority in your state.
If you are using the Services on behalf of, or for the benefit of, any organization
with which you are associated, then you agree to the terms of this Agreement on
behalf of yourself and such organization, and you confirm that you have the legal
authority to bind such organization to this Agreement. References to "you" and
"your" in this Agreement will refer to both you and any such organization.
1. Our Right to Make Changes. We may change this Agreement from time
to time (for any reason, such as changes in the functions or services offered by
this Site or to reflect a change in the law) by notifying you of such changes by any
reasonable means and by making available a revised Agreement through the Services.
Any such changes will not apply to any dispute between you and us arising prior to
the date on which we posted the revised Agreement incorporating such changes or
otherwise notified you of such changes. Your clicking or tapping "OK" or "Agree" (or
a similar term) in connection with this Agreement or your use of the Services
following any changes will constitute your acceptance of such changes. The "Last
Updated " legend above indicates when this Agreement was last changed.
To the extent permitted by applicable law, we may, at any time and without liability,
modify or discontinue all or part of the Services (e.g., to reflect changes in the
relevant laws, to protect the security of the Services or to implement reasonable
technical adjustments and improvements, to modify the services and functions
provided by the Site); charge, modify or waive any fees required to use the Services
where reasonably necessary; or offer opportunities to some or all users, at our sole
discretion. We will seek to notify you by reasonable means of (i) any modifications
that will have a material adverse effect on your use of the Services, taken as a
whole; and (ii) any material increase in the fees charged by us to use the Services.
2. Information Disclaimer
The information, including any advice and recommendations provided as part of the
Services is intended solely for educational and informational purposes. It is not
intended as medical or healthcare advice, or to be used for medical diagnosis or
treatment for any individual problem. It is also not intended as a substitute for
professional advice and services from a qualified healthcare provider familiar with
your unique facts. Always seek the advice of your doctor or other qualified
healthcare provider regarding any medical condition and before starting any new
treatment. Your use of the Services is subject to the additional disclaimers and
caveats that may appear throughout the Services.
We assume no responsibility for any consequence relating directly or indirectly to
any action or inaction you take based on the information, or other material provided
as part of the services. While we strive to keep the information provided by the
services to be accurate, complete, and up-to-date, we do not give any assurances,
and will not be responsible for, any damage or loss related to the accuracy,
completeness, or timeliness of the information provided as part of the Services.
3. Information Submitted Through the Services. Your submission of
information through the Services is governed by our Privacy Policy, located at https://opsumit.com/privacy-policy.html.
4. Jurisdictional Issues. The Services may not be appropriate or
available for use in some jurisdictions. Any use of the Services is at your own
risk, and you must comply with all applicable laws, rules and regulations in doing
so. We may limit the availability of the Services at any time, in whole or in part,
to any person or geographic area that we choose, in our sole discretion, for valid
reasons (e.g., to comply with relevant laws and regulatory requirements, to protect
the security of the Services or to implement reasonable technical adjustments).
5. Acceptable Use and Rules of Conduct. You must not:
-
Post, transmit or otherwise make available through or in connection with
the Services any materials that are or may be: (a) threatening, harassing,
degrading, hateful, intimidating, or otherwise fail to respect the rights
and dignity of others; (b) defamatory, libelous or fraudulent; (c) obscene,
indecent, pornographic or otherwise objectionable; or (d) protected by
copyright, trademark, trade secret, right of publicity or privacy or any
other proprietary right, without the express prior written consent of the
applicable owner.
- Post, transmit or otherwise make available through or in connection with
the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware
or other computer code, file or program that is or is potentially harmful or
invasive or intended to damage or hijack the operation of, or to monitor the
use of, any hardware, software or equipment (each, a "Virus").
- Use the Services for any commercial purpose, including use for your
commercial purposes or any commercial purposes that will benefit you in any
way.
- Use the Services for any purpose that is fraudulent or otherwise
unlawful.
- Collect information about users of the Services in any way, including
through reverse engineering.
- Interfere with the operation of the Services or the servers or networks
used to make the Services available, including by hacking or defacing any
portion of the Services, or violate any requirement or policy of such
servers or networks.
- Restrict or inhibit any other person from using the Services.
- Reproduce, modify, adapt, translate, create derivative works of, sell,
rent, lease, loan, timeshare, distribute or otherwise exploit any portion of
(or any use of) the Services except as expressly authorized under this
Agreement, without our express prior written consent.
- Reverse engineer, decompile or disassemble any portion of the Services,
except where such restriction is expressly prohibited by applicable
law.
- Remove any copyright, trademark or other proprietary rights notice from
the Services.
- Incorporate any portion of the Services into any product or service,
without our express prior written consent.
- Systematically download and store Services content.
- Use any robot, spider, site search/retrieval application or other manual
or automatic device to retrieve, index, "scrape," "data mine" or otherwise
gather Services content, or reproduce or circumvent the navigational
structure or presentation of the Services, without our express prior written
consent. Notwithstanding the foregoing, and subject to compliance with any
instructions posted in the robots.txt file located in the root directory of
the Services, we grant to the operators of public search engines permission
to use spiders to copy materials from the Services for the sole purpose of
(and solely to the extent necessary for) creating publicly available,
searchable indices of such materials, but not caches or archives of such
materials. We reserve the right to revoke such permission either generally
or in specific cases, at any time and without notice.
You are responsible for obtaining, maintaining and paying for all hardware,
telecommunications and other services needed for you to use the Services.
6. Electronic Communications. The information communicated as part
of the Services may constitute an electronic communication. When you communicate
with us through the Services or via other forms of electronic media, such as e-mail,
you are communicating with us electronically. You agree that we may communicate
electronically, subject to local privacy and Anti-Spam laws, and that such
communications, as well as notices, disclosures, agreements and other communications
that we provide to you electronically, are equivalent to communications in writing
and shall have the same force and effect as if they were in writing and signed by
the party sending the communication.
7. Registration. You may need to register to use the Services. We
may reject, or require that you change, any user name, password or other information
that you provide. Your user name and password are for your personal use only. You
are solely responsible for maintaining the confidentiality of your credentials and
for restricting access to your mobile device, computer and/or other means of
accessing the Services. We are not responsible for any use of your credentials
caused by your failure to keep them confidential. You are solely responsible for all
activities that occur under your account, either with or without your knowledge. You
must promptly notify us of any unauthorized use of your credentials or account of
which you become aware. We recommend that, to the extent you access the Services via
a mobile device, you password protect said device.
You agree that any information you provide to us will be current, accurate and
complete and that you will keep such information up to date by notifying us of any
changes.
We reserve the right to terminate any account at any time in our sole discretion,
including without limitation for any failure to comply with these Terms of Use, any
fraud or abuse, or any misrepresentation that you or anyone using your account may
make to us.
8. Profiles and Forums. You may be permitted to make available
certain information or materials (each, a "Submission") in connection with
the Services, including on profile pages or interactive features. We have no control
over and are not responsible for any Submissions, any use or misuse by any third
party of Submissions or for your interactions with other users. Users are ultimately
responsible for their own actions. If you choose to make your personal or other
information publicly available through the Services, you do so at your own risk.
You acknowledge that any forums contain the opinions and views of other users. You
acknowledge further that we are not responsible for the accuracy of any Submissions
on the Site. You understand and agree that all Submissions are the sole
responsibility of the person who posted the Submission. You understand and agree
that you will evaluate, and bear all risks associated with, the use of any
Submission, including any reliance on the accuracy, completeness or usefulness of
such Submission.
9. Our Right to Use Submissions. Nothing in this Agreement transfers
any ownership rights in your Submissions. For each Submission, you grant to us a
worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable,
transferable and fully sublicensable (through multiple tiers) license, without
additional consideration to you or any third party, to reproduce, distribute,
perform and display (publicly or otherwise), create derivative works of, adapt,
modify, store and otherwise use, analyze and exploit such Submission, and to contact
you about your Submission, in any format or media now known or hereafter developed,
and for any purpose (including promotional purposes, such as testimonials and
advertising).
We are free to use any ideas, concepts, know-how or techniques contained in
or derived from any Submission for any purpose whatsoever, including developing,
manufacturing and marketing products. Therefore, please do not submit or send to
us any ideas, suggestion or materials that you wish to keep confidential or for
which you expect to receive compensation. You will not have any claim against us
with respect to any use or non-use of Submissions. When you submit
Submissions, you understand that we will have the right, but not the obligation, to
use, display and publish your name, photograph, likeness, voice, performance,
biographical information and/or statements, throughout the world in perpetuity on
the Services and on any affiliate or successor site or social media channels owned
or operated by us or our affiliates. If we make use of any of these rights, you
understand and agree that you shall not receive any other consideration, payment,
notification or credit, nor will you have any approval over how we use them.
In addition, if you provide to us any ideas, proposals or suggestions
("Feedback"), we will deem such Feedback a Submission. You agree that
Feedback is not confidential and that your provision of it is gratuitous,
unsolicited and without restriction and does not place us under any obligation in
respect of such Feedback.
You confirm that (a) you have all rights necessary to grant the licenses granted in
this section, (b) your Submissions are complete and accurate, and (c) your
Submissions and your provision of them to us are not fraudulent or otherwise in
breach of any applicable law or any right of any third party. You further
irrevocably waive (and consent to us performing any acts or omissions in relation to
your Submissions and associated materials that may be inconsistent with) any "moral
rights" or other rights with respect to attribution of authorship or integrity of
materials regarding your Submission that you may have under any applicable law.
We may impose a maximum amount of storage for Submissions on the Services. We are not
responsible for any loss or harm you may suffer as a result of any deletion or
failure to store any messages, communications or other Submission associated with
maintaining the maximum amount of storage.
10. Monitoring Use of the Service. We may (but have no obligation
to) monitor, evaluate, alter or remove Submissions before or after they appear on
the Services or analyze your access to or use of the Services. We may disclose
information regarding your access to and use of the Services, the circumstances
surrounding the transmission of Submissions, and personal information regarding
users who make Submissions available, in each case in accordance with applicable law
or a request by a court or law enforcement or other governmental authority, or
otherwise in accordance with our Privacy Policy.
11. Your Right to Use the Services. You acknowledge that all
intellectual property rights in the Services, including the Site and the App, belong
to us or our licensors. You have no right in or to the Services other than the right
to access them in accordance with this Agreement. Subject to your compliance with,
and solely for the duration of, this Agreement: (a) you may view one copy of the
Site on any single device, solely for your personal, non-commercial use; (b) we
permit you, on a limited, non-exclusive, revocable, non-transferable,
non-sublicensable basis, to install and use the App on a device that you own or
control, solely for your personal, non-commercial use. The App is licensed (not
sold) to you. If you fail to comply with this Agreement, you must immediately cease
using the Services, and delete the App from your device. You are responsible for
keeping your device secure and protecting it appropriately.
12. Company’s Proprietary Rights. We and our suppliers own the
Services, which are protected by proprietary rights and laws, including all of our
brand names, trademarks and service marks and any associated logos. All trade names,
trademarks, service marks and logos (collectively, "Marks") on the Services
not owned by us are the property of their respective owners. You may not use our
Marks in connection with any product or service that is not ours or in any manner
that is likely to cause confusion. Nothing contained on the Services should be
construed as granting any right to use any Marks without the express prior written
consent of the owner.
13. Third Party Materials; Links. The Services may allow access to
third-party information, products, services and other materials, including
Submissions (collectively, "Third Party Materials"), and including any access
via links. We do not control or endorse, and are not responsible for, any Third
Party Materials. We have no obligation to monitor Third Party Materials, and we may
block or disable access to any Third Party Materials at any time. Your access or use
of Third Party Materials is at your own risk and is subject to any additional terms,
conditions and policies applicable to such materials.
14. Additional Terms. Additional terms may govern certain features
or content of the Services, such as offers, prize draws, competitions, contests and
sweepstakes. By participating in any activity as part of the Services governed by
additional terms, such as a prize draw, competition, contest or sweepstakes with
Official Rules, you agree that you will be subject to those additional terms in
addition to these Terms of Use.
15. Disclaimer of Warranties. To the fullest extent permitted under
applicable law, the Services are made available to you on an "as is," "where is" and
"where available" basis, without any warranties or conditions of any kind, whether
express, implied or statutory.
We disclaim all warranties with respect to the Services to the fullest extent
permissible under applicable law, including the warranties of merchantability,
fitness for a particular purpose, non-infringement and title.
To the fullest extent permissible under applicable law, and subject to any applicable
terms and conditions or policies applicable to the use of Third Party Materials as
set out in Section 13, Third Party Materials are made available to you on an "as
is," "where is" and "where available basis, without any warranties of any kind,
whether express or implied. We disclaim all warranties with respect to Third Party
Materials.
Without limiting the generality of the foregoing, to the fullest extent permissible
under applicable law, we make no representation or warranty that the Services will
be secure, that any user name, password or other security measure that you may use
or allow others to use in connection with the Services will prevent unauthorized
access to your Services account or related information, or that your Services
account or related information will not be accessed or misused by any third party.
All disclaimers of any kind in this Agreement (including in this section and
elsewhere in this Agreement) are made for the benefit of both Company and its
affiliates and their respective shareholders, stockholders, directors, officers,
employees, affiliates, agents, representatives, licensors, suppliers and service
providers, and their respective successors and assigns (collectively, the
"Company Parties".
While we take reasonable steps to try to maintain the timeliness, integrity and
security of the Services, we cannot guarantee that they are or will remain updated,
complete, correct or secure, or that access to them will be uninterrupted. The
Services may include inaccuracies, errors and materials that conflict with this
Agreement. Additionally, third parties may make unauthorized alterations to the
Services. If you become aware of any such alteration, please use the link at Contact
Us and provide a description of such alteration and its location on the
Services.
16. LIMITATION OF LIABILITY.
Nothing in this agreement restricts, excludes or modifies or purports to restrict,
exclude or modify any mandatory statutory consumer rights under applicable law.
With respect to any conditions, warranties or guarantees that cannot be excluded
under applicable statutes, to the extent permitted by applicable law, our liability
is limited (at our option) to the resupply or refund of the cost of the relevant
portion of the Services.
To the fullest extent permitted under applicable law: (a) we will not be liable for
any indirect, incidental, consequential, special, exemplary or punitive damages of
any kind, or losses that were not reasonably foreseeable to you or us at the time
you agreed to this Agreement, in each case arising out of or in connection with the
Services or this Agreement, and under any contract, tort (including negligence),
strict liability or other theory (collectively, "Indirect Losses"). Loss or
damage is foreseeable if either it is obvious that it will happen or if, at the time
the contract was made, both you and we knew it might happen.
Without limiting the foregoing, we will not be liable for indirect losses of any kind
resulting from your use of or inability to use the services or from any products or
Third Party Materials, including from any Virus that may be transmitted in
connection therewith.
The Company Parties do not exclude or limit in any way our liability to you where it
would be unlawful to do so. This includes liability for death or personal injury
caused by our negligence or the negligence of our employees, agents or
subcontractors, for gross negligence or willful behavior, or for fraud or fraudulent
misrepresentation.
Our maximum aggregate liability for all damages, losses and causes of action arising
out of or in connection with the Services or this Agreement, whether in contract,
tort (including negligence) or otherwise, will not exceed the greater of (a) the
total amount, if any, paid by you to us to use the Services; and (b) ten United
States dollars ($10).
All limitations of liability of any kind in this Agreement (including in this section
and elsewhere in this Agreement) are made for the benefit of both Company and the
Company Parties.
With respect to any conditions, warranties or guarantees that cannot be excluded
under statute, to the extent permitted under applicable law, our liability is
limited (at our option) to the resupply or refund of the cost of relevant services.
17. Third Party Claims. If we are sued by a third party as a result
of your breach of this Agreement or your infringement of any Third Party Right,
then, to the fullest extent permitted by applicable law, you will be responsible for
all liabilities, damages, judgments, awards, losses, costs, expenses and fees
(including attorneys’ fees) incurred by the Company Parties.
18. Termination. You may stop using the Services, and thereby
terminate this Agreement, at any time. We may terminate or suspend your use of the
Services if you do not comply with this Agreement, engage in any fraud or abuse, or
if you or anyone using your account makes any misrepresentation to us. Where
reasonable under the circumstances, we will provide you with at least twenty-four
(24) hours’ prior notice of termination or suspension, provided that if we
reasonably believe that you have materially breached this Agreement, we may
immediately terminate or suspend you. Upon any termination or suspension, your right
to use the Services will immediately cease, and we may, without liability to you or
any third party, immediately deactivate or delete your user name, password and
account, and all associated materials, without obligation to provide further access
to such materials. Your obligations under this Agreement shall survive any
expiration or termination of this Agreement.
19. Governing Law; Jurisdiction. Unless otherwise prescribed by
applicable law, this Agreement is governed by and shall be construed in accordance
with the laws of the State of New York, without regard to its principles of
conflicts of law, and regardless of your location. All disputes between you and us
arising out of or related to the Services or this Agreement, whether based in
contract, tort, statute, fraud, misrepresentation or any other legal theory and
including non-contractual disputes or claims, will be subject to the exclusive
jurisdiction of the federal and state courts located in the State of New York,
U.S.A., and you waive any jurisdictional, venue or inconvenient forum objections to
such courts.
20. Filtering. Parental control protections (such as computer
hardware, software or filtering services) are commercially available that may assist
you in limiting access to material that may be harmful to or inappropriate for
minors. Information identifying current providers of such protections (which we do
not endorse) is available from
https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers.
21. Information or Complaints. If you have a question or complaint
regarding the Services, please use the link at Contact Us. California
residents may reach the Complaint Assistance Unit of the Division of Consumer
Services of the California Department of Consumer Affairs by mail at 1625 North
Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800)
952-5210.
22. Copyright Infringement Claims. If you believe in good faith that
materials available on the Services infringe your copyright, you may write to us by
mail and request that we remove such material or block access to it. Please be
precise about the identity and location of the allegedly infringing materials. If
you believe in good faith that someone has wrongly filed a notice of copyright
infringement against you, you may send us a written counter-notice. Notices and
counter-notices must be sent through the link at Contact Us. In the United
States, in addition to contacting us by clicking Contact Us, the Company’s Agent for complaints
related to the Digital Millennium Copyright Act (DMCA) can be reached in writing at
the following address:
Trademark Law Department
Johnson & Johnson
One
Johnson & Johnson Plaza
New Brunswick, NJ 08933
This address may also be used to contact us about copyright infringement claims in
jurisdictions outside of the United States.
23. Export Controls. The Services are subject to U.S. export
controls restrictions. We will not knowingly make the Services available to you if
you are, and you confirm that you are not, (a) located in, or a resident or a
national of, any country subject to a U.S. government embargo or trade sanction
(currently Cuba, Iran, Sudan, Syria, and the Crimea region of Ukraine) (see http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx
for more information on U.S. sanctions); or (b) on any of the U.S. government lists
of restricted end users (for example, including the "Specially Designated Nationals"
list available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx).
24. Forward-Looking Statements. Statements appearing on the Services
that concern us, our affiliates or our and their management and that are not
historical facts are "Forward-Looking Statements." Forward-Looking Statements
are only predictions, and actual future events may differ materially from those
discussed in any Forward-Looking Statement. Various external factors and risks
affect our operations, markets, products, services and prices. These factors and
risks are described in our current annual report filed with the SEC and in other
filings we make with the SEC. You can access our most recent SEC filings via the SEC
EDGAR system located at www.sec.gov, or you may obtain these filings
directly from us at no charge. We disclaim any obligation or responsibility to
update, revise or supplement any Forward-Looking Statement or any other statements
appearing on the Services.
25. Other Important Terms. This Agreement does not, and shall not be
construed to, create any partnership, joint venture, employer-employee, agency or
franchisor-franchisee relationship between you and us. This Agreement is between you
and us. Except as set forth in Sections 17, 18 and 27, no other person shall have
any rights to enforce any of the terms of this Agreement. If any provision of this
Agreement is found to be unlawful, void or for any reason unenforceable, that
provision will be deemed severable from this Agreement and will not affect the
validity and enforceability of any remaining provision. You may not assign, transfer
or sublicense any or all of your rights or obligations under this Agreement without
our prior written consent. We may assign, transfer or sublicense any or all of our
rights or obligations under this Agreement without restriction. No waiver by either
party of any breach or default under this Agreement will be deemed to be a waiver of
any preceding or subsequent breach or default. Any heading, caption or section title
contained herein is for convenience only, and in no way defines or explains any
section or provision. All terms defined in the singular shall have the same meanings
when used in the plural, where appropriate and unless otherwise specified. Any use
of the term "including" or variations thereof in this Agreement shall be construed
as if followed by the phrase "without limitation." This Agreement, including any
terms and conditions incorporated herein, is the entire agreement between you and us
relating to the subject matter of this Agreement, and, in the absence of fraud,
supersedes any and all prior or contemporaneous written or oral agreements or
understandings between you and us relating to such subject matter. Notices to you
(including notices of changes to this Agreement) may be made via posting to the
Services or by e-mail (including in each case via links), or by regular mail.
Without limitation, a printed version of this Agreement and of any notice given in
electronic form shall be admissible in judicial or administrative proceedings based
upon or relating to this Agreement to the same extent and subject to the same
conditions as other business documents and records originally generated and
maintained in printed form. Neither party will be responsible for any failure to
fulfill any obligation due to any cause beyond its control.
26. Terms Required by Apple. In addition to your agreement with the
foregoing terms and conditions, and notwithstanding anything to the contrary herein,
the following provisions apply with respect to your use of any version of the App
compatible with the iOS operating system of Apple Inc. ("Apple"). Apple is
not a party to this Agreement and does not own and is not responsible for the App.
Apple is not providing any warranty for the App except, if applicable, to refund the
purchase price for it. Apple is not responsible for maintenance or other support
services for the App and shall not be responsible for any other claims, losses,
liabilities, damages, costs or expenses with respect to the App, including any
third-party product liability claims, claims that the App fails to conform to any
applicable legal or regulatory requirement, claims arising under consumer
protection, privacy or similar legislation (including in connection with any use by
the App of Apple’s HealthKit or HomeKit frameworks), and claims with respect to
intellectual property infringement. Any inquiries or complaints relating to the use
of the App, including those pertaining to intellectual property rights, must be
directed to Company in accordance with the "Information or Complaints"
section above. The license you have been granted herein is limited to a
non-transferable license to use the App on an Apple-branded product that runs
Apple’s iOS operating system and is owned or controlled by you, or as otherwise
permitted by the Usage Rules set forth in Apple’s App Store Terms of Service, except
that the App may be accessed and used by other accounts associated with the
purchaser via Family Sharing or volume purchasing. In addition, you must comply with
the terms of any third-party agreement applicable to you when using the App, such as
your wireless data service agreement. Apple and Apple’s subsidiaries are third-party
beneficiaries of this Agreement and, upon your acceptance of the terms and
conditions of this Agreement, will have the right (and will be deemed to have
accepted the right) to enforce this Agreement against you as a third-party
beneficiary thereof; notwithstanding the foregoing, Company’s right to enter into,
rescind or terminate any variation, waiver or settlement under this Agreement is not
subject to the consent of any third party.