Terms of Use

Acceptance of Terms of Use

By accessing and using the website to which these Terms of Use (“Terms of Use”) are part, you agree that these Terms of Use are binding on you, and to abide by the following terms and conditions. These Terms of Use apply to all Resources (as defined below) to which Acella Pharmaceuticals, LLC (“Acella”) may provide access from time to time, including, without limitation, those in this website. Acella reserves the right to update these Terms of Use at any time and from time to time, without notice. The most current version of the Terms of Use can be reviewed by clicking on the “Terms of Use” link at the bottom of each webpage.

Resources

Through this website and any other sites or systems which Acella may maintain, Acella may provide you with various information, media and other resources (collectively “Resources”). The term “Resources” is to be interpreted broadly, to include this website, Documents (as defined below), Acella Websites (as defined below), Communications Resources (as defined below) all information contained and presented therein, all graphics, colors, trade dress, trademarks, marks, service marks, graphics, artwork, designs, logos, symbols, slogans, copyrights, and any and all other visual media, statements or content. The Resources are subject to these Terms of Use. Although Acella may provide Resources from time to time, you acknowledge and agree that Acella has no obligation to do so, and may suspend or revoke access to Resources in whole or in part at any time and from time to time, without notice, within the sole, independent, absolute and uncontrolled exercise of its discretion.

Limitations of Use

The Resources are for your own personal, non-commercial use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell the Resources, in whole or in part, without the prior written permission of Acella which, in all instances of written permission from Acella, Acella may or may not give within the sole, independent, absolute and uncontrolled exercise of its discretion, which shall be applicable to all grants of permission hereunder. No license, actual, implied or arising by implication or operation, arises or is granted hereunder, and you expressly disclaim, abandon and waive any right, claim or interest in or to the same.

Privacy

Privacy is subject to the “Privacy Policy,” incorporated herein by reference. Acella reserves the right to revise the Privacy from time to time and at any time, without notice. In the event of a contradiction between these Terms of Use and Privacy Policy, these Terms of Use shall control. “Terms of Use” shall mean and include the Privacy Policy.

Notice Regarding Resources

You agree that any and all Resources comprise the sole, exclusive and proprietary right and property of Acella or parties in privity with Acella, as applicable, and are subject to all the protections of copyright, trademark, and other rights and protections afforded intellectual property under applicable law, whether or not actually subject to a final or pending registration.

Any unauthorized modification, copying, distribution, transmission, display, performance, reproduction, publishing, license, creation of derivative works from, transfer, or selling of any Resources (collectively, “copying or reproduction”), in whole or in part, without the prior written permission of Acella, is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF ANY RESOURCES TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY ACELLA, IN WRITING.

ACELLA MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH REGARD TO THE RESOURCES, INCLUDING THOSE OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

ACELLA MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS, WARRANTIES OR OTHER UNDERTAKINGS OR ASSURANCES THAT ANY RESOURCE MAY BE COMPATIBLE WITH ANY SYSTEM, CODE OR SOFTWARE, OR ARE FREE OF ANY VIRUS, ADWARE, MALWARE OR OTHER MALICIOUS OR DAMAGING PROGRAM OR CODE.

Notice Regarding Documents Available On This Website

Acella grants limited permission to you to use “Documents,” meaning white papers, press releases, new letters, datasheets and FAQs, from the Resources, subject to the following: (a) the copyright notice, “© Acella Pharmaceuticals, LLC. All rights reserved.” must appear in all copies; (b) the permission notice, “Reproduced under the limited grant of permission from Acella Pharmaceuticals, LLC, pursuant to the Terms of Use.” must appear in all copies; (c) any use is soley and exclusively for personal, non-commerical, informational purposes use only; (d) the Documents must not be copied or posted on any network computer or broadcast in any media; and (e) there are no modifications, editing or truncation of any Documents. Accredited educational institutions may reproduce the Documents for distribution in the classroom and for no other purpose. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

Documents specified above do not include the design or layout of the www.acellapharma.com or www.npthyroid.com websites, or any other Acella owned, operated, licensed or controlled site (collectively, “Acella Websites”). The Acella Websites are protected by trade dress, trademark, unfair competition, and other laws and regulations, and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from any Acella Website may be copied or retransmitted unless expressly permitted by Acella.

ACELLA AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS REGARDING THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS, ACELLA WEBSITES OR RESOURCES FOR ANY PURPOSE. ALL SUCH DOCUMENTS, ACELLA WEBSITES AND RESOURCES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ACELLA OR THE PARTIES IN PRIVITY WITH ACELLA HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES WITH REGARD TO FOREGOING, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT WILL ACELLA AND/OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE DOCUMENTS, ACELLA WEBSITES OR RESOURCES.

THE DOCUMENTS, ACELLA WEBSITES OR RESOURCES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND MAY BE SUBJECT TO PERIODIC CHANGES AND/OR IMPROVEMENTS.

Member Account & Security

If any of the Resources require you to open an account, you agree to complete the registration process by providing Acella with current, complete and accurate information. You agree that you are entirely responsible for: maintaining the confidentiality of your password and account; all activities that occur under your account; and promptly furnishing Acella with notice of all unauthorized use of your account or other breaches of security of which you are aware, upon becoming aware. You agree that Acella is not liable for any loss you may incur as a result of someone else using your password or account, either with or without your knowledge. You agree, however, to be held liable for losses incurred by Acella or another party due to someone else’s use of your account or password. You may not use anyone else’s account at any time, without the permission of the account holder and subject, in all regards, to the terms and conditions of this paragraph.

Unlawful or Prohibited Use Forbidden

As a condition of your use of the Resources, you will not use the Resources for any purpose that is unlawful or prohibited by these Terms of Use. You may not use the Resources in any manner that could harm or impair any Acella server or associated server networks, or others access to the Resources. You agree not to attempt or to gain unauthorized access to any Acella system, Acella Website or other website, Resources or Documents, or to access materials or systems, not expressly made available to you.

Use of Services

The Resources may (although need not) include from time to time various email, chat, news, community and other resources intended to enable you communicate with others (collectively, “Communication Resources”). You agree to utilize such Communication Resources reasonably, in good faith, and in a respectful fashion, and to not use such Communications Resources for any illegal or wrongful purpose, including, without limitation, to stalk, harass, defame, libel or attack others, including, without limitation, other users, Acella or any party in privity with Acella.

Acella has no obligation to monitor the Communication Resources, although reserves the right to review materials posted to the Communication Resources and to remove any materials in its sole, absolute, independent and uncontrolled discretion. You agree that Acella has, and Acella hereby reserves, the right to terminate your access to any or all of the Communication Resources at any time, without notice, for any reason.

Acella reserves the right at all times to disclose any information as Acella deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Acella’s sole discretion.

You agree that you are responsible for exercising caution when giving out any personally identifiable information about yourself or your children in any Communication Resources. Acella does not control or endorse the content, messages or information found in any Communication Resources and, therefore, Acella specifically disclaims any liability with regard to the Communication Resources and any actions resulting from your participation in any Communication Resources. Managers and hosts are not authorized Acella spokespersons, and their views do not necessarily reflect those of Acella.

Materials uploaded to the Communication Resources may be subject to posted limitations on usage, reproduction and dissemination, to which you agree to adhere.

You agree that Acella has no obligation to provide any Communication Resources, and that the decision to provide the same will remain at all times within the sole, exclusive, independent and uncontrolled exercise of Acella’s discretion.

Materials Provided to Acella

Acella neither claims nor asserts, and hereby disclaims, ownership of any materials you provide to Acella (including feedback and suggestions), or post, upload, input or submit to any Resources for review by the general public (collectively “Submissions”). By posting, uploading, inputting, providing or submitting (collectively, “Posting”) your Submission you are granting Acella, its affiliated companies and necessary sublicensees permission to use such Submissions in regards to the operation of its and/or their internet business (including, without limitation, all Acella Resources), including, without limitation, the license rights to: (i) copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; (ii) publish your name in connection with your Submission; and (iii) sublicense such rights to any supplier of the Resources.

You agree that no compensation will be paid or due with respect to the use of your Submission, as provided herein. Acella is under no obligation to post or use any Submission you may provide and Acella may remove any Submission at any time in its sole discretion.

By Posting a Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in these Terms of Use including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

In addition to the other representations and warranties provided in this Terms of Use, by Posting Submissions that contain images, photographs, pictures or other graphics (collectively, “Graphical Content”), you covenant, represent and warrant that (a) you are the copyright owner of such Graphical Content, or that the copyright owner of such Graphical Content has granted you permission to use the same or any component thereof, consistent with the manner and purpose of your use and as otherwise permitted by these Terms of Use and the Resources, (b) you have the rights necessary to grant the licenses and sublicenses described in these Terms of Use in regards to such Graphical Content, and (c) that the persons depicted in such Graphical Content, to the extent depicted, have provided consent to the use to which such Graphical Content is ultimately put (including, without limitation, public display and posting). By Posting Graphical Content, you are granting to all members of your private community and to the general public a non-exclusive, world-wide, royalty-free, no-cost license to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Graphical Content without having your name attached thereto or associated therewith, and the further right to sublicense such rights to any supplier of the Resources.

Notices & Procedure for Claims of Copyright Infringement

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider’s Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL NOT RECEIVE A RESPONSE.

Links to Third Party Sites

THIRD PARTY SITES TO WHICH ACELLA MAY OFFER LINKS FROM TIME TO TIME ARE NOT UNDER THE CONTROL OF ACELLA AND ACELLA IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. ACELLA IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. ACELLA IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY ACELLA OF THE SITE.

Unsolicited Idea Submission Policy

ACELLA OR ANY OF ITS EMPLOYEES DO NOT ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN ACELLA’S PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO ACELLA. IF, DESPITE OUR REQUEST THAT YOU NOT SEND US YOUR IDEAS AND MATERIALS, YOU STILL SEND THEM, PLEASE UNDERSTAND THAT ACELLA MAKES NO ASSURANCES THAT YOUR IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY.

Reservation of Rights

Any rights not expressly granted herein are reserved.

Governing Law

These Terms of Use (including any claim or controversy arising out of or relating to this Agreement) will be governed by the laws of the State of Georgia, USA, without regard to conflict of law principles that would result in the application of any law other than the laws of said State. All claims, causes of action or other proceedings at law or in equity (each an “Action”) arising out of or relating to these Terms of Use will be heard and determined by a court of competent jurisdiction in Fulton County, State of Georgia, USA, and both you and Acella hereby irrevocably and unconditionally: (a) agrees not to commence any such Action except in such courts; (b) agrees that any claim in respect of any such Action may be heard and determined in the such courts of the State of Georgia; (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action in such courts of the State of Georgia; and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such Action in such courts of the State of Georgia. You and Avion each agrees that a final judgment in any such Action shall be enforceable in other jurisdictions by suit on the judgment or in any other manner provided by law. YOU AND ACELLA EACH WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE TERMS OR CONDITIONS.

Opt Out

You acknowledge and agree that your full and total consent to these Terms of Use (including the Privacy Policy and any other policies, parts or attachments as may be added from time to time) are a condition precedent to your access to the Acella Websites. To the extent you do not consent to these Terms of Use in whole and every part, and the rights and interests of Acella hereunder, you may opt out by contacting Acella via the information provided on the “Contact Us” page to this website, whereupon, Acella shall undertake commercially reasonably efforts to remove your potentially personally-identifying information and personally-identifying information from its systems and servers, which efforts your agree fully and adequately satisfy any obligation Acella may have to you hereunder. In the event you avail yourself of your rights under this paragraph, you nonetheless agree that this paragraph shall remain enforceable according to its terms. You agree that a failure to promptly contact Acella following your access of one or more Acella Websites (and in all events, not later than 48 hours from the time of such access) comprises your complete and irrevocable waiver of any rights you may have under this paragraph. Your access one or more Acella Websites following your exercise of your rights under this paragraph, comprises your agreement to waive such rights as provided herein, and to reaffirm your final and irrevocable agreement and consent to these Terms and Conditions.

Severability

If any term, provision, covenant or restriction of these Terms of Use, or a part or subpart, clause or subclause (in each instance, a “part”) thereof, is held by a court of competent jurisdiction or other duly empowered authority to be invalid, void, unenforceable or against its regulatory policy or public policy, such determination shall not affect the enforceability of any others or of the remainder of such Terms of Use and such part shall be excluded to the minimum extent necessary to render the remainder enforceable.

Waiver

The failure Acella to enforce any condition or part of these Terms of Use at any time will not be construed as a waiver of that condition or part, nor shall it forfeit any rights to future enforcement thereof.

Headings

The headings of the sections of these Terms of Use are inserted for convenience only and will not be deemed to constitute a part hereof.

*IMPORTANT DISCLAIMER*:  Consult Your Doctor or Prescribing Healthcare Professional

This site and its contents are an information resource only, and are neither intended to nor should be used in replacement of your doctor or other prescribing professional’s medical guidance, recommendations or advice. Neither this site nor its information should be used or relied upon for any diagnostic, medical, treatment, nutritional or other purpose. All aspects of pregnancy, including whether pregnancy is right for you, and the nourishment and care of your child, should be made with your doctor and other appropriate medical professional, and in consideration of you and your child’s particular medical history.

By visiting this site you agree to these terms and conditions and acknowledge that you have read and understand the same. These terms and conditions, together with any information on this site, may be amended, restated or otherwise changed from time to time and at any time by Acella within the sole, absolute and uncontrolled exercise of its discretion. You acknowledge and agree that Acella has no duty or obligation to keep you informed of any amendments to, restatements of or other changes to these terms and conditions or this site, and that you are solely and exclusively responsible for apprising yourself of the same.

THESE STATEMENTS HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION. THESE PRODUCTS ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE.