Terms

Antimicrobial Resistance Solutions (ARS) Online Terms of Use

Effective Date: May 8, 2019

Antimicrobial Resistance Solutions, Inc. (“we,” us,” and “our”) provides you with access to the website http://www.rxstewardship.com and other features, applications, emails, content, presentations, downloads, surveys, reviews, newsletters, panels, communities or other products or services (collectively, the “Site”) subject to the following Terms of Use.  Please read the following Terms of Use carefully before using the Site.  By accessing or using the Site, you agree to these Terms of Use.

We may from time to time modify or change the Terms of Use. Any revised version of the Terms of Use will be posted on our Site and the revised Terms of Use will govern your future use of the Site, so you should return to the Site periodically to review these Terms of Use. If you do not agree to the revised version, you must immediately stop using the Site.

INTELLECTUAL PROPERTY

The Site and its related content and services and any derivative works or enhancements of the same (collectively, “Site Content”) and all intellectual property rights to the same are owned by us or our licensors. All trademarks, service marks, trade names and trade dress that may appear on the Site are owned by us or our licensors. Except for the limited use rights granted in these Terms of Use, you shall not acquire any right, title or interest in the Site or any Site Content. Any rights not expressly granted in these Terms of Use are expressly reserved.

ACCESS OR USE OF THE SITE

(a) Use of the Site and certain Site Content requires you to be 18 years of age or older.

(b) Whenever you submit information to us, you agree to provide true, accurate and complete information.

(c) Accounts or Registration.
We may impose restrictions on your ability to establish an account or register for certain activities (e.g., age limits, limitations on the number of accounts, etc.). When registering an account, you may need to select a username (“ID”) and password. You are responsible for keeping your ID and password, and other account information, confidential and are fully responsible for all activities that occur under your account, whether or not you authorized such activities. You agree to notify us immediately of any breach of security or unauthorized use of your account or ID and password.

LIMITATION, SUSPENSION OR TERMINATION

(a) We may, in our sole discretion, temporarily or permanently change, limit, suspend or terminate your access to the Site (including any Site Content or User Content) without prior notice. We may do so based on changes to our business practices (e.g., eliminating a service, etc.), if you violate the letter and spirit of these Terms of Use, or for any other lawful reason. You agree that we are not liable to you or any third party for any such action.

(b) Any limitation, suspension or termination we impose shall not alter your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive any such action on our part shall survive.

ACCEPTABLE USE

(a) The Site (including, without limitation, Site Content and User Content) are provided for your information and limited use. When using the Site, you agree to comply with these Terms of Use, and all applicable federal, state and local laws.

(b) Except as expressly permitted by these Terms of Use, you may not: 

– Use the Site in an unlawful or fraudulent manner or for such purposes, to collect personally identifiable information, or to impersonate other users;

– Modify our copyright/trademark or other proprietary rights notices, or interfere with the security-related features of the Site (e.g., those that prevent or restrict copying Site Content);

– Use the Site in any way to manipulate or distort, or undermine the integrity and accuracy of, any reviews and ratings, or take any action to interfere with, damage, disrupt any part of the Site;

– Use the Site to send, knowingly receive, upload/post, download, any material which does not comply with our content standards;

– Use the Site to transmit or facilitate the transmission of any unsolicited or unauthorized advertising or promotional material;

– Use the Site to transmit any data, or upload to the Site any data, that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

– Decompile, reverse engineer or disassemble any portion of the Site;

– Use any robot, spider, other automatic device or manual process to monitor or copy our web pages or the content contained the Site, or use network-monitoring software to determine architecture of or extract usage data from the Site; or

– Engage in any conduct that restricts or inhibits any other user from using or enjoying the Site.

(c) You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.

USER CONTENT

a) We may now or in the future permit you to post, upload, transmit through or otherwise provide through the Site (collectively, “submit”) messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information (e.g., your name, e-mail address, etc.) and other content (collectively “User Content”).

(b) Standards. You agree not to submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from your User Content. Furthermore, you represent and warrant that your User Content:

-Will comply with all applicable laws;

– Will be truthful, non-misleading and non-deceptive;

– Will not contain any material which is tortious (e.g., defames or invades the privacy of any person, etc.), obscene, offensive, hateful or inflammatory;

– Will not promote sexually explicit material or violence, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

– Does not breach any legal duty you owe to a third party, such as a contractual duty or a duty of confidence;

– Will not be threatening, abuse or invade another’s privacy, or provided with an intent to harass, upset or embarrass any other person;

– Will not be provided with an intent to impersonate any person, to misrepresent your identity or affiliation with any person, or to falsely give the impression that your User Content comes from someone else; or

– Will not advocate, promote or assist any unlawful act (e.g., criminal acts, copyright infringement, computer misuse, etc.).

(c) We may monitor, edit or remove any User Content for violation of the letter or spirit of these terms, or for any other lawful reason. However, we have no obligation to look for, edit or remove any User Content for any reason including, without limitation, violation of these terms.

(d) Grant of Rights & Use. We do not claim ownership to your User Content. However, by submitting User Content, you automatically grant, or warrant that the owner has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable and transferable right and license to use, reproduce, distribute, create derivative works based upon (e.g., translations, etc.), publicly display/perform, transmit and publish the User Content (in whole or in part) as we, in our sole discretion, deem appropriate in connection with our business and operations. Notwithstanding the foregoing, you waive any and all claims you may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the User Content.

– By submitting User Content, you also grant us the right, but not the obligation, to use your biographical or other information about you including, without limitation, all or some of your name, alias, nickname and geographical location in connection with broadcast, print, online, or other use or publication of your User Content consistent with the license granted in the previous paragraph but subject to our Online Privacy Policy.

RELIANCE ON SITE INFORMATION

(a) Information available through the Site is for educational, entertainment and promotional purposes only. While we make efforts to ensure that information provided by us is accurate, we do not represent or warrant that any User Content or Site Content is accurate, complete or current. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of Site Content, User Content, and other information and opinions expressed through the Site.

(b) If there is a dispute between you and anyone accessing the Site, or you and any third party in connection with the Site, you understand and agree that we are under no obligation to become involved. In such instances, you hereby release Antimicrobial Resistance Solutions, Inc. and its officers, directors, employees, parents, partners, successors, agents, affiliates, subsidiaries and their related companies from claims, demands and damages of every kind or nature arising out of, relating to or in any way connected with such dispute.

THIRD PARTIES

(a) Your dealings with third parties via the Site, including third party websites accessed via links on the Site, are solely between you and that third party. As such, when you engage in a transaction with a third party or access a third party’s website, you do so under their terms and policies, not ours. Complaints, questions and claims related to transactions with any third party should be directed to that third party.

(b) WE MAKE NO WARRANTIES REGARDING AND SHALL NOT BE LIABLE OR RESPONSIBLE TO YOU (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR YOUR USE OF, THE QUALITY OR LATE DELIVERY OF THE GOODS OR SERVICES FROM ANY THIRD PARTY OR FOR HONORING (OR TO CAUSE ANY MERCHANT TO HONOR) ANY ERRONEOUS INFORMATION REGARDING THE PRICE, DESCRIPTION AND AVAILABILITY OF, OR ANY DISCOUNTS, OFFERS, PROMOTIONS AND COUPONS RELATING TO ANY PRODUCT OR SERVICE OFFERINGS PROMOTED OR AVAILABLE THROUGH THE SITE.

LIMITS ON OUR LIABILITY

(a) UNDER NO CIRCUMSTANCES SHALL ANTIMICROBIAL RESISTANCE SOLUTIONS, INC. OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES OR THEIR RELATED COMPANIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF ANTIMICROBIAL RESISTANCE SOLUTIONS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SITE OR THESE TERMS OF USE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE INCLUDING, WITHOUT LIMITATION, ANTIMICROBIAL RESISTANCE SOLUTIONS, INC. CONTENT IS TO STOP USING THE SITE. THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS, INFORMATION, ADVICE, INFORMATION OR ADVERTISING RECEIVED THROUGH OR IN CONNECTION WITH THE SITE OR ANY LINKS PROVIDED VIA EITHER. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

(b) REGARDLESS OF ANY INFORMATION YOU HAVE RECEIVED TO THE CONTRARY, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY OR THAT OF OUR OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES AND THEIR RELATED COMPANIES EXCEED $100. YOU AGREE THAT THIS IS A FAIR LIMITATION BASED UPON THE MANNER AND COST BY WHICH THE SITE ARE PROVIDED TO YOU, AND TAKING INTO ACCOUNT YOUR ABILITY TO USE ALTERNATIVE RESOURCES PROVIDING INFORMATION SIMILAR TO THAT OF THE SITE. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE SITE OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. CAUSES OF ACTION BROUGHT OUTSIDE THIS TIME PERIOD ARE WAIVED.

(c) In some jurisdictions, limitations of liability are not permitted and, therefore, some of the above limits may not apply in all instances.

DISCLAIMER OF WARRANTIES

(a) TO THE FULL EXTENT PERMITTED BY LAW, THE SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED BY ANTIMICROBIAL RESISTANCE SOLUTIONS, INC. ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ARE NOT WARRANTED TO BE, AMONG OTHER THINGS, FREE OF COMPUTER VIRUSES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK. ANTIMICROBIAL RESISTANCE SOLUTIONS, INC. MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF ITS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON ITS SITE OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ITS SERVICES.

(b) Certain state laws do not allow limitations on implied warranties. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you might have additional rights.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless ANTIMICROBIAL RESISTANCE SOLUTIONS, INC. and its officers, directors, employees, partners, successors, agents, distribution partners, affiliates, subsidiaries and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of or related to: (i) your access to or use of the Site; (ii) your User Content; (iii) any actual or alleged violation or breach by you of these Terms of Use; (iv) any actual or alleged breach of any representation, warranty or covenant that you have made to us; or (v) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

GOVERNING LAW

These Terms of Use shall be construed in accordance with the laws of the State of Indiana without regard to its conflict of laws rules. You consent to jurisdiction in the State of Indiana.

AMENDMENT; ADDITIONAL TERMS

(a) We may update the Site to provide better options and features, or for other reasons. In certain instances it may be necessary to update or modify our Terms of. We also may, in some instances, need to provide you with operating rules or additional terms that govern your use of parts of the Site (“Additional Terms”). Accordingly, you agree that we may at any time provide you with Additional Terms, or update or modify these Terms of Use, as appropriate or necessary. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.

(b) Modifications to these Terms of Use or any Additional Terms will be effective upon: (a) notice, either by posting on the Site or by email notification; and (b) your subsequent use of the Site. It is your responsibility to review the Terms of Use and the Site from time to time for any changes or Additional Terms. Your access and continued use of the Site following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any revision to the Terms of Use or to any Additional Terms, immediately discontinue use of the Site.

OTHER TERMS

(a) No waiver by either of us of any breach or default under these Terms of Use shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used in these Terms of Use are for convenience only and shall not be given any legal import.

(b) Except where specifically stated otherwise, if any part of these Terms of Use are deemed unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected and shall remain in force and effect.

(c) You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent.

(d) These Terms of Use (including any Additional Terms incorporated by reference) constitute the entire agreement, and supersede all previous written or oral agreements, between you and ANTIMICROBIAL RESISTANCE SOLUTIONS, INC. in connection with the Site.