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Terms of Use

Last update: July 2024

Effective date: July 2024

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Introduction

 

These Terms of Use apply to you when you view, access or otherwise use the website located at https://www.rxart.org/ (the ”Website”). The Website is owned by RxART, Inc. (together with its affiliates, “RxART”), with offices at 208 Forsyth Street, New York, New York 10002. For the purposes of these Terms of Use, the terms “we,” “us” and “our” refer to RxART and “you” or “your” refer to a user of this Website.

 

These Terms of Use (“Terms”) govern your use of the Website and any Transactions or Donations (as defined below) or interactions made through the Website.

 

All Website visitors are subject to these Terms, and must be over the age of 18. By accessing or using the Website, you are acknowledging that you are over 18 years of age, and that you have read, understand and agree without limitation or qualification to be bound by these Terms. If you do not agree with these Terms or are not over the age of 18, you do not have the right to access or otherwise use the Website and, accordingly, you should not do so. RxART may modify these Terms from time to time without notice. Your continued use of the Website after any changes to these Terms will be deemed your acceptance of those changes.

 

These Terms form a legal contract between you and RxART and apply to your use of the Website, including any information and materials contained therein. By accessing all or any part of this Website, you fully accept and agree to comply with all of the terms and conditions set out in these Terms. You may not use this Website except as expressly provided in these Terms. If you do not agree to these Terms, you are not authorized to access and use the Website and should exit the Website immediately.

 

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND RxART. BY ACCESSING AND USING THE WEBSITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS. 

 

BY ENTERING INTO THESE TERMS, YOU MAY BE WAIVING CERTAIN RIGHTS. IN PARTICULAR, THIS AGREEMENT CONTAINS PROVISIONS PROVIDING FOR MANDATORY BINDING ARBITRATION AND WAIVER OF JURY TRIALS (IN THE SECTION BELOW TITLED “DISPUTE RESOLUTION”), WHICH LIMIT YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

 

ALL CLAIMS AND DISPUTES ARISING UNDER THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.

 

You may access specific sections of these Terms by using the following links:

Additional Terms

Use of the Website and Website Content

Third Party Links

No Warranty

Limitation of Liability

Indemnification

Regulatory Disclosure

Registration

Transaction

Governing Law

Dispute Resolution

Right to Revise these Terms

Revision/Termination of Services and the Website

Violations of these Terms

Miscellaneous

Contact Us and Notice

Additional Terms

 

In addition to these Terms, your use of and access to the Website is also subject to our Privacy Policy, which is incorporated by reference herein. Our Privacy Policy contains additional terms relating to our potential collection, use and disclosure of your personal information as a Website visitor. You agree that you have read, agree to and understand RxART’s complete Privacy Policy.

Use of the Website and Website Content

 

Your Right to Use the Website. Subject to these Terms, we grant you a nonexclusive, nontransferable, nonsublicensable, revocable, limited right to access and display the Website, copyrighted text, software, music, videos, graphics, photos, interactive features, logos, trademarks and other proprietary materials and information provided hereon (collectively, “Website Content”).

 

You may only use the Website for lawful purposes in accordance with these Terms. As a condition of your use of the Website, you represent and warrant to us that you will not use the Website for any purpose that is unlawful or prohibited by these Terms.

 

You acknowledge and agree that, unless RxART, its applicable affiliate, and/or the applicable Third Party Provider gives you prior written permission, you will not, whether on behalf of yourself or on behalf of a third party:

  • violate these Terms;

  • sell, license, rent, modify, print, collect, copy, reproduce, download, upload, transmit, disclose, distribute, disseminate, publicly display, publicly perform, publish, edit, adapt, electronically extract or scrub, compile or create derivative works from any content, materials, or artwork (including, without limitation, through framing or systematic retrieval to create collections, compilations, databases or directories) or otherwise transfer in any medium any part of the Website or Website Content without our prior written consent;

  • alter or modify any portion of the Website or Website Content;

  • access (or attempt to access) areas or features of this Website for which you do not have the proper authorization;

  • impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity, or express or imply that we endorse any statement that you make;

  • use the Website in furtherance of or for the promotion of any criminal or illegal activity, or provide instructional information about illegal activities;

  • use the Website in a manner that interferes with, disables, disrupts, impairs or creates an undue burden on the networks or services that support this Website;

  • use the Website to transmit, distribute, store or destroy material in violation of any applicable law or regulation, in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or use the Website in a manner that is defamatory, obscene, threatening, abusive or hateful;

  • use the Website to harvest, collect e-mail addresses or other contact information of other Website users by electronic or other means for any purpose including sending unsolicited e-mails or other unsolicited communications;

  • decompile, reverse-engineer or disassemble any materials, information or other content available through this Website;

  • insert any code or product to manipulate the content in any way that affects the user’s experience;

  • copy, reproduce, distribute, display portions of or link to this Website or any Website Content contained hereon for commercial purposes without our prior express written consent (including, but not limited to, the sale of advertising on the Website, or the use of the Website to generate advertising or subscription revenue);

  • use the Website and the Website Content for any purpose that is not lawful, personal or  informational, or use the Website in any manner which violates any applicable local, state, national or international law; or

  • use any web browsers (other than generally available third-party browsers), engines, software, spiders, robots, avatars, agents, tools or other devices or mechanisms to navigate, search or use this Website that RxART deems to be prohibited, unless expressly permitted by RxART.

 

This list of prohibitions provides examples and is not complete or exclusive. RxART reserves the right to: terminate your access to the Website, with or without cause and with or without notice, for any reason or no reason, or for any action that RxART determines is inappropriate or disruptive to the Website or any other user of the Website, in RxART’s sole discretion. RxART may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at RxART’s discretion, RxART will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Website or on the Internet. Unauthorized use of the Website may violate certain laws and regulations.

Ownership and Proprietary Rights. The Website and all Website Content contained thereon is protected by copyright as a collective work under United States copyright laws, and is owned or controlled by, or licensed to, RxART or the party listed as the provider of the applicable Website Content (“Third Party Provider”). Except as expressly stated in these Terms, the Website and all Website Content and artwork (including without limitation all look and feel) is owned by or licensed to RxART to the fullest extent permitted by applicable laws. The Website and all Website Content is provided “as is” and “as available” solely for your personal use and informational purposes. Aspects of the content of this Website (including artwork on the Website) are also protected by intellectual property laws, including but not limited to copyright, trademark, trade dress, domain name, patent, trade secret, international treaties and other proprietary rights and laws of the United States, of European Union countries and other countries (“Intellectual Property laws”). In accessing and displaying any Website Content in accordance with the limited rights granted under these Terms, you agree to abide by all copyright, trademark and other notices contained in such Website Content, or if none, to abide by the following copyright and trademark notice with respect to such Website Content: © 2024 RXART. The RxART logo and all associated trademarks and logos used herein are trademarks of RxART. Other company and product names, logos and trademarks used herein are the property of their respective owners. All rights reserved.

 

You acknowledge and agree that RxART, its applicable affiliates, and/or the Third Party Provider, as relevant, shall own all right, title and interest in the Website, content of this Website, artwork displayed on this Website, and all intellectual property relating thereto or otherwise referenced in this Website. Nothing contained on this Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the content, trademarks, copyrights, or other proprietary material without the express written permission of RxART or such other party as may own the proprietary rights therein and any rights not expressly granted herein are reserved to RxART or its Third Party Providers, as applicable. The presence of any content or artwork on this Website does not constitute a waiver of any right to such content or artwork. You do not acquire ownership rights to any such content or artwork viewed through this Website. In using or accessing this Website or its content, you further acknowledge and agree to abide by all applicable Intellectual Property laws, as well as any additional notices or restrictions contained on this Website. You agree not to challenge (or assist any third party to challenge) the validity or enforceability of any intellectual property owned by RxART or its applicable affiliates relating to this Website, its content or otherwise referenced therein.

Trademark and Copyright. Subject to your compliance with these Terms, we will permit you to access and use the Website solely for lawful purposes and only in accordance with these Terms.

 

  • Copyright. As between you and RxART, RxART or the Third Party Providers own and reserve the copyrights to the Website, including all of its content.

  • Copyright License. Under these Terms, we hereby grant you a limited license to access and use this Website and to download and print copies of any content to which you have properly gained access, but only for your own personal, non-commercial use, and only if you do not remove, modify or obscure any copyright, trademark, or other proprietary notices from such content,  unless otherwise approved by RxART. The foregoing license does not include use of any data mining, robots or similar data gathering or extraction methods. We may revoke this license at any time and for any reason without notice.

  • Trademarks. Trademarks (including but not limited those listed at the end of these Terms) that are used or displayed on this Website are owned by RxART or by Third Party Providers. The trademarks of RxART may not be copied or used, in whole, partial or modified form, without the prior written permission of RxART or, if applicable, the Third Party Provider. In addition, RxART custom graphics, logos, button icons, scripts, and page headers are covered by trademark, trade dress, copyright or other proprietary right law, and may not be copied, imitated, or used, in whole, partial or modified form, without the prior written permission of RxART.

 

Except as otherwise provided in these Terms, you may not use, copy, reproduce, distribute, republish, download, modify, display, post or transmit content or trademarks that are protected by US and international trademark laws and treaties.

 

You may not use any metatags or any other “hidden text” utilizing an RxART name, trademark, or product name without the express written consent of RxART. The use or misuse of these trademarks/service marks or any other content or materials, except as permitted herein, is expressly prohibited and may be in violation of Intellectual Property Laws and/or other relevant laws.

 

© 2024 RXART, the RxART logo and other trademarks or service marks of RxART appearing herein are the property of the RxART or its subsidiaries or affiliates. All rights reserved. Other company and product names may be trademarks or copyrights of their respective owners.

Third Party Links

 

Links may appear on the Website to third party website(s) which are not owned or operated by RxART (“Linked Sites”). These links are provided solely as a courtesy to our Website visitors. RxART reserves the right to add, change, decline or remove any link at any time. Each Linked Site may have an individual privacy policy and/or terms of use which govern your use of and access to such Linked Site, and we recommend that you review the policies applicable to these Linked Sites prior to your use of such Linked Site. RxART is not responsible for and does not endorse or warrant any materials, information, goods or services available through Linked Sites or the privacy or other practices of such Linked Sites. Other websites may link to the Website with or without our authorization, and we may block any links to or from the website in our sole discretion. YOUR USE OF LINKED SITES OR SERVICES IS AT YOUR OWN RISK.

No Warranty

 

The information and materials have not been verified or authenticated in whole or in part by RxART, and they may include inaccuracies or typographical or other errors. RxART does not warrant the accuracy or timeliness of the information and materials contained on the Website. RxART has no liability for any loss of data, or errors or omissions, whether provided by RxART, our licensors or suppliers or other users. USE OF THE WEBSITE IS AT YOUR OWN RISK.

 

THE WEBSITE, AND THE INFORMATION AND MATERIALS CONTAINED ON THIS WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” RxART, ITS SUBSIDIARIES, AND THIRD PARTY PROVIDERS DO NOT WARRANT THE ACCURACY, ADEQUACY, TIMELINESS, OR COMPLETENESS OF THE WEBSITE OR THIS INFORMATION AND MATERIALS AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS, OMISSIONS OR OTHER DEFECTS, OR DELAYS OR INTERRUPTIONS IN THE WEBSITE OR THIS INFORMATION OR MATERIALS. RxART DOES NOT VERIFY THE CONTENT AND DISCLAIMS ANY OBLIGATIONS TO DO SO. THE INFORMATION ON THIS WEBSITE IS ALSO SUBJECT TO CHANGE.

 

RxART EXPRESSLY DISCLAIMS ALL WARRANTIES AND GUARANTEES WHATSOEVER TO THE FULLEST EXTENT PERMITTED BY LAW, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS, OR FREEDOM FROM COMPUTER VIRUS. WITHOUT LIMITATION, RxART MAKES NO WARRANTY OR GUARANTEE THAT THE WEBSITE OR ANY MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. ANY MATERIAL, INFORMATION OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS WEBSITE IS DONE AT YOUR OWN RISK AND DISCRETION AND YOU ALONE WILL BE RESPONSIBLE FOR ANY DAMAGE OR LOSS TO YOU, INCLUDING AND NOT LIMITED TO DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR LOSS OR DAMAGE TO ANY PROPERTY OR LOSS OF DATA OR LOSS OF REVENUE THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL. WE DO NOT ENDORSE ANY OPINION, ADVICE, COMMENT OR STATEMENT MADE ON THIS WEBSITE BY THIRD PARTIES, AND SUCH STATEMENTS DO NOT IN ANY WAY REFLECT OUR OPINION, ADVICE OR STATEMENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THE MATERIALS IS AT YOUR SOLE RISK. THESE EXCLUSIONS OF WARRANTIES WILL APPLY TO YOU TO THE FULLEST EXTENT ALLOWED BY LAW.

 

Nothing in these Terms will affect any statutory rights to which you may be entitled as a consumer to the extent your ability to alter or waive such rights by contract is limited by applicable law. Specifically, you acknowledge that you may have or may in the future have claims against us which you do not know or suspect to exist in your favor when you agreed to these Terms and which if known, might materially affect your consent to these Terms. You expressly waive all rights you may have under Section 1542 of the California Civil Code, which states:

 

  • A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASING PARTY.

 

IF THIS CLAUSE IS HELD TO BE UNENFORCEABLE IN WHOLE OR IN PART IN ANY JURISDICTION DUE TO RELEVANT LAWS, THEN IN NO EVENT WILL OUR OR THE RELEASED PARTIES’ (AS DEFINED BELOW) TOTAL LIABILITY TO YOU EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00). NOTHING IN THIS CLAUSE WILL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.

Limitation of Liability

 

IN NO EVENT WILL RxART, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS OR ITS THIRD PARTY PROVIDERS (THE “RELEASED PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU, FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THE WEBSITE OR USE OF THE MATERIALS, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THE WEBSITE, OR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE OR SYSTEM FAILURE, UNAUTHORIZED INTERCEPTION OF INFORMATION, OR OTHER SECURITY THREATS RELATING TO THE WEBSITE. THIS EXCLUSION AND WAIVER OF LIABILITY INCLUDES, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS, OR LOSS OF DATA, EVEN IF RxART IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, NO MATTER THE LEGAL THEORIES, AND WILL APPLY TO THE FULLEST EXTENT PERMISSIBLE BY LAW, EVEN IF AN AUTHORIZED REPRESENTATIVE OF RxART OR ANOTHER RELEASED PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

 

IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RELEASED PARTIES UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). YOU AGREE THAT WE WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON OUR LIABILITY.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS WILL LIMIT OR EXCLUDE LIABILITY FOR LOSSES OR DAMAGES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

Indemnification

 

You agree to defend, indemnify and hold RxART and its officers, agents, contractors, users, customers, providers, licensees, successors in interest and employees (“Indemnified Parties”) harmless from and against any and all claim, liability, loss, damages or costs (including reasonable attorneys’ fees, court costs, damage awards and settlement amounts) resulting from any third party claim, action, or demand based on or arising out of: (i) your use of or access to the Website or products delivered therefrom; (ii) your violation of any third party proprietary or other rights; (iii) your breach of these Terms of Use; (iv) your unauthorized use of any content, images, or artwork on the Website; (v) your use of software robots, spiders, crawlers, or similar data gathering and extraction tools; or (vi) any other action you take that imposes an unreasonable burden or load on RxART’s infrastructure. RxART will provide you with notice of any such claim or allegation, and RxART will have the right to participate in the defense of any such claim. You shall not settle any such claim, action or demand unless such settlement completely and forever releases RxART from all liability with respect to such claim or unless RxART consents to such settlement in writing (which consent shall not be unreasonably withheld).

Transactions

 

To purchase products or to make a donation, you may be required to provide certain information associated with such purchase or donation.

  • Transaction Information: When you purchase any product on the Website (a “Transaction”), you may be asked to supply certain information relevant to your Transaction including, without limitation, information about your method of payment (such as your payment card number and expiration date) and your billing address (collectively, “Transaction Information”). You represent and warrant that you have the legal right to use any Transaction Information utilized in connection with any Transaction. By submitting Transaction Information to us, you grant to us the right to provide such information to third parties for the purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of Transaction Information may be required prior to the acknowledgment or completion of any Transaction.

  • Donations: When you make a donation on the Website (a “Donation”), you may be asked to supply certain information relevant to your Donation including, without limitation, information about your method of payment (such as your payment card number and expiration date) and your billing address (collectively, “Donation Information”). You represent and warrant that you have the legal right to use any Donation Information utilized in connection with any Donation. By submitting Donation Information to us, you grant to us the right to provide such information to third parties for the purposes of facilitating the completion of Donations initiated by you or on your behalf. Verification of Donation Information may be required prior to the acknowledgment or completion of any Donation.

  • Availability, Errors and Inaccuracies: We make a conscientious effort to describe and display products accurately on the Website. Despite these efforts, a small number of products may be described inaccurately, or may be unavailable, and we may experience delays in updating product information. As a result, we cannot and do not guarantee the accuracy or completeness of any such information, including prices, specifications, and availability. We reserve the right to change or update product information and to correct errors, inaccuracies, or omissions at any time without prior notice. If we determine that there were inaccuracies in product information, we may cancel your Transaction and notify you of such cancellation based on contact information you provide to us for the Transaction.

Governing Law

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Except where otherwise required by law, any legal matter arising from these Terms shall be governed by the laws of the State of New York without regard to its conflict of laws provisions and you agree to submit to the jurisdiction of the courts located in New York, New York. You acknowledge that RxART may apply for injunctive remedies in any jurisdiction. There are no third party beneficiary rights under these Terms. ANY LEGAL ACTION OR PROCEEDING RELATING TO YOUR ACCESS TO, OR USE OF, THIS WEBSITE OR THESE TERMS WILL BE INSTITUTED ONLY IN A STATE OR FEDERAL COURT LOCATED IN NEW YORK, NEW YORK, U.S.A. YOU AND WE IRREVOCABLY AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS. You expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.

Dispute Resolution

 

Please read the following section carefully because it requires you to arbitrate disputes and claims with RxART and limits the manner in which you can seek relief from us. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.

No Representative Actions.
 
You and RxART agree that any past, present, or future dispute arising out of or related to these Terms is personal to you and RxART, and that any dispute will not be brought as a class arbitration, class action or any other type of representative proceeding. 

Arbitration of Disputes. Except for small claims disputes in which you or RxART seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or RxART seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and RxART waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any past, present, or future dispute or claim that you have against RxART or relating in any way to the Services, you agree to first contact RxART and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to RxART by certified mail addressed to RxART, Inc., 208 Forsyth Street, New York, New York 10002.

 

The Notice must (a) include your name, your residence address, your email address, your telephone number; (b) a description of the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and RxART cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in New York, New York. You and RxART agree that arbitrations will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”), including without limitation, provisions regarding consolidation of claims. The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

 

You and RxART agree that these Terms affect interstate commerce, that the enforceability of this section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), and that to the maximum extent permitted by applicable law, the FAA shall preempt application of state laws regarding arbitration. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine whether a dispute may be arbitrated. The arbitrator may not preside over any type of class or representative proceeding, however, in the event that five or more claims in arbitration are initiated which assert the same or similar factual allegations, or raise the same or similar legal issues, we may request that the claims be consolidated for resolution consistent with Rule 6 of the Streamlined Rules, and you agree to consolidation of your claim with the claims of other claimants asserting the same or similar factual allegations, or whose claims raise the same or similar legal issues. In such a consolidated proceeding, a single arbitrator shall be appointed to resolve all consolidated claims, who shall resolve common issues of law and fact and apply such rulings consistently to the consolidated claims.

 

The arbitration will allow for the discovery or exchange of non-privileged information relevant to the dispute. The arbitrator, RxART, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

 

You and RxART agree that for any arbitration you initiate, you will pay the filing fee and RxART will pay the remaining JAMS fees and costs. For any arbitration initiated by RxART, RxART will pay all JAMS fees and costs. You and RxART agree that the state or federal courts of the State of New York and the United States sitting in New York, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

 

Any claim arising out of or related to these Terms or the use of our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and RxART will not have the right to assert the claim.

 

If any portion of this section is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this section or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this section; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section will be enforceable. If you are a consumer, the provisions of this section  will be modified to the extent necessary to conform to the JAMS Consumer Arbitration Minimum Standards.

Right to Revise these Terms

 

RxART has the right at any time to revise and to otherwise modify these Terms, and to impose new or additional terms or conditions (collectively, “Additional Terms”) on your use of the Website. Such Additional Terms are effective immediately and are incorporated into these Terms when posted by RxART to the Website. Use of the Website following such notice indicates your acceptance of all such Additional Terms.

Revision/Termination the Website

 

RxART has the right, at any time, to modify or discontinue, temporarily or permanently, information, materials and other content we offer through the Website, the Website, or any portion of the Website and/or to refuse or restrict anyone from access to any such information, materials and other content, with or without notice and in its sole discretion. RxART shall not be liable for any modification, suspension or discontinuance of the Website.

Violations of these Terms

 

RxART reserves the right to seek all remedies available at law and in equity for violations of these Terms, including the right to block access from a particular Internet address to this Website.

Miscellaneous

 

Suggestions and Feedback. RxART welcomes feedback or inquiries about our products. If you send or transmit any communications, comments, questions, suggestions, or related materials to RxART, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to products or the Website, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. If you elect to provide any Feedback to RxART, all such Feedback shall be the sole and exclusive property of RxART, and RxART shall have the right to use such Feedback in any manner and for any purpose in RxART’s discretion without remuneration, compensation or attribution to you, provided that RxART is under no obligation to use such feedback.

Interpretation, Assignment and Entire Agreement. These Terms, together with our Privacy Policy, form the complete and exclusive agreement between you and RxART relating to the Website.

 

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by RxART without restriction. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Relationship of the Parties. The parties hereto are independent parties, not agents, employees or employers of the other, or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any assignment in violation of the foregoing will be null and void.

Contact Us and Notice

 

If you have any questions, comments or concerns regarding these Terms and/or the Website, please send an email to: contact@rxart.org. Please note that communications made through e-mail or the Website’s messaging systems shall not be deemed to constitute legal notice to RxART or any of its officers, employees, agents or representatives. You may provide legal notice to RxART in writing by first class mail, return receipt requested, or national overnight courier, at:


RxART, Inc.

208 Forsyth Street

New York, New York 10002

 

Notices provided to RxART will be deemed given when actually received by RxART. Notice provided to you will be deemed given 24 hours after posting to the Website or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.

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