Empirian Health, LLC and its affiliates and subsidiaries (collectively, the “Empirian Health Group” or “we” or “us” or “our”) have updated terms that apply to the use of our website (as herein defined). For the purposes of these Terms of Use (“Terms”), the term “Website” shall refer collectively to www.empirian.com as well as such other websites that the Empirian Health Group operates and that link to these Terms of Use. These Terms shall apply to all persons who visit, use, or download files or information from the Website (hereinafter, “User” or “you” or “your”).

We provide the Website to you subject to these Terms, which may be updated by us from time to time. By accessing and using the Website, you accept and agree to be bound by these Terms and Empirian’s Privacy Policy found here. If you do not agree to these Terms, you should not access or use the Website. In addition, when accessing the Website you shall be subject to any posted guidelines or rules applicable to the Website, which may be posted and modified from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms.

These Terms do not apply to your access to and use of the products and services which we market for subscription on our Website (our “Services”). The practices and policies relating to our Services, including how we protect, collect, and use electronic data, text, messages, communications or other materials submitted to and stored by us in connection with our Services, are detailed in and governed by the applicable agreement(s) between you and any member of the Empirian Health Group relating to your access to and use of such Services (“Service Agreement”).

1. Changes to Terms. These Terms, or any part thereof, may be modified by us, including the addition or removal of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Your use of the Website after such posting shall be deemed to constitute acceptance by you of such modifications, additions or deletions.

2. Changes to Website. We may change or discontinue any aspect, service or feature of the Website at any time, including, but not limited to, content, availability, and equipment needed for access or use.

3. Access. You are responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed for access to and use of the Website and all charges related to the same.

4. User Content Guidelines. The following terms apply to your conduct when accessing or using the Website:

(a) you agree not to interfere with or disrupt the Website or the servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;

(b) you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Website, use of the Website, or access to the Website;

(c) you agree not to engage in any activity that would constitute a criminal offense or give rise to a civil liability;

(d) you agree not to impersonate any person or entity, including, but not limited to, the Empirian Health Group or any Empirian Health Group employee, or falsely state or otherwise misrepresent your affiliation with any person or entity;

(e) you agree not to interfere with any other user’s right to privacy, including by harvesting or collecting personally-identifiable information about users of the Website or posting private information about a third party;

(f) you agree to comply with all applicable laws in connection with your use of the Website;

(g) you agree that you have appropriate procedures and safeguards with respect to your access and use of the Website; and

(h) you agree not to upload or otherwise transmit files that contain a virus or otherwise corrupted data.

5. Intellectual Property Rights. All text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software and computer code (collectively, “Content”), including but not limited to the “look and feel”, layout, design, structure, color scheme, selection, combination and arrangement of the Content present on the Website is owned by or licensed to us. Such Content is protected by copyright, trademark, trade dress and various other intellectual property and unfair competition laws.

Except with our express written permission or as permitted by applicable laws, you may not copy, distribute, reproduce, mirror, frame, publicly display, publicly perform, translate, create derivative works of, re-publish or transmit the Website or Content (in whole or in part) in any way or through any medium for distribution, publication or any commercial purpose.

You may display, copy and download Content from the Website solely for your personal and non­-commercial use provided that: (a) you do not remove any copyright or proprietary notice from the Content; (b) such Content will not be copied or posted on any networked computer or published in any medium; and (c) no modifications are made to such Content.

6. Disclaimer of Warranty; Limitation of Liability.

(A) YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE EMPIRIAN HEALTH GROUP, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS OR LICENSORS DO NOT WARRANT THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE, NOR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE WEBSITE.

(B) THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.

(C) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL THE EMPIRIAN HEALTH GROUP OR ITS AFFILIATED COMPANIES BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF USE OF THE WEBSITE OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE WEBSITE, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE WEBSITE. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF THE EMPIRIAN HEALTH GROUP OR AFFILIATED COMPANIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT THE EMPIRIAN HEALTH GROUP AND ITS AFFILIATED COMPANIES ARE NOT LIABLE FOR ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE WEBSITE OR ANY OTHER THIRD PARTIES.

IF APPLICABLE LAW DOES NOT ALLOW ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

(D) WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY IDENTIFIABLE INFORMATION. BY ACCESSING THE WEBSITE, YOU ACKNOWLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR USE THE WEBSITE.

7. Indemnification. You agree to defend, indemnify and hold harmless the Empirian Health Group, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Website by you. The Empirian Health Group reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you shall provide such cooperation as is reasonably requested.

8. Termination. We may terminate or suspend these Terms at any time without notice to you. Without limiting the foregoing, we shall have the right to immediately terminate your access to the Website in the event of any conduct by you which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms. The provisions of Sections 2 and 4-14 shall survive termination.

9. Governing Law. Any and all disputes, claims and controversies arising out of or in connection with your access to, and/or use of the Website, and/or the provision of content, services, and/or technology on or through the Website shall be governed by and construed exclusively in accordance with the laws and decisions of the State of Alabama applicable to contracts made, entered into and performed entirely therein, without giving effect to its conflict of laws provisions. The Website is intended for use by individuals residing in the United States of America. No laws of any foreign jurisdiction shall apply to these Terms or be binding on us.

Please report any violations of these Terms to the Empirian Legal Department.

10. Jurisdiction; Venue. Any dispute, claim, action, or proceeding arising out of or relating to the Website, any Content, the Privacy Policy, or these Terms, or the interpretation or enforcement hereof, shall be brought only in the state courts located in Montgomery County, Alabama, or, if proper and exclusive federal subject matter jurisdiction exists, the United States District Court for the Middle District of Alabama. Each party hereby submits to the personal jurisdiction and consents to the exclusive venue of such courts, and waives any objections thereto, including based on forum non conveniens. Notwithstanding the foregoing, in connection with asserting or protecting our intellectual property or other legal rights or business interests, we retain the right to seek temporary or permanent injunctive or other non-monetary equitable relief against you in any court of competent jurisdiction.

11. Copyrights. We respect others’ intellectual property rights, and expect our users and customers to do the same. If you believe that your work has been copied on the Website in a way that constitutes copyright infringement, please contact the Empirian Legal Department. We reserve the right to terminate access to the Website for users or customers who post material that infringes the intellectual property rights of others.

12. Social Media. The Website may include references to opportunities or content available through third-party social media services such as LinkedIn®, Twitter®, Facebook®, etc. You are solely responsible for your use of and submission of content to these third-party services. We are not responsible for the terms of use, privacy policies, or any other policy applicable to your use of these third-party services.

13. Linked Sites. The Website may contain hyperlinks to other websites owned by third party vendors, distributors, and providers. We provide such hyperlinks to enable you to conveniently access websites that may be of interest to you. Once you click on a hyperlink that transfers you from the Website to a linked site operated by a third party, these Terms will cease to apply to any of your subsequent activity on such a linked site and your use of any such linked site will be governed by the terms of use, privacy policies, or any other policy applicable to your use of these third-party sites.

14. Miscellaneous. These Terms and any operating rules for the Website established by us constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms are for the benefit of the Empirian Health Group, its affiliates and its third-party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner. The enforceable sections of these Terms will remain binding upon the parties. The section headings used herein are for convenience only and shall not be given any legal import.

Non-English translations of this Policy are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.

These Terms were last updated on February 27, 2019.