Edge Pharmaceuticals, LLC

Website Terms Of Use

These terms of use are an agreement (this “Agreement”) between Edge Pharmaceuticals, LLC (“Edge”) and each user (a “User”) of https://edgepharma.com/ and https://allergy.edgepharma.com/ (individually, a “Site”), governing User’s use of each Site, regardless of the device used by User for accessing each Site (including, but not limited to, a mobile device).

1. Acceptance

User’s use of a Site is at all times subject to this Agreement. User should read this Agreement carefully and be sure User understands it prior to using a Site. Any use of a Site by User is deemed to be irrevocable acceptance of this Agreement. If User does not agree to this Agreement, User should not use, and should immediately exit, such Site. For purposes of this Agreement, accessing a Site only to review this Agreement or Edge’s privacy policy, a copy of which is available on each Site (the “Privacy Policy”), is not deemed to be use of such Site.

2. Information

Edge may collect personal information from Users using a Site. All such personal information obtained by Edge will be held, disclosed, and used by Edge as set forth in the Privacy Policy.

3. Content

All right, title and interest in any content (including, but not limited to, all logos, artwork, graphics, icons, insignia, names, marks, and all intellectual property rights therein) made available through a Site (collectively “Content”) belongs to, or is licensed by, Edge, unless stated otherwise in writing by Edge. No licenses or rights to any Content are granted to User by use of a Site, entering into this Agreement, or otherwise.

4. Access and Use of a Site

User shall not use, copy, adapt, modify, reproduce, republish, disseminate, prepare derivative works based upon, distribute, license, sell, transfer, publicly display or perform, transmit, stream, or broadcast a Site or any Content, except as expressly authorized by Edge in writing. Edge has no obligation to continue to maintain or support a Site in any way, or provide updates or error corrections to a Site. Edge reserves the right, in its sole discretion, to suspend, restrict and/or revoke User’s access to and use of a Site at any time, with or without cause. User acknowledges that Edge has no obligation to monitor User’s access to or use of a Site, but may do so in its sole discretion as set forth in the Privacy Policy.

5. User Submitted Content

By submitting, posting, sharing, or uploading to or on a Site any content (including, but not limited to, images, graphics, visual material, comments, feedback, links, text, music, audio or video files, or other content (“User Content”), User grants Edge and its affiliates, licensees, successors and assigns an irrevocable, perpetual, non-exclusive, transferable, royalty-free license (with the right to sublicense) to use, copy, modify, adapt, or reproduce such User Content. User represents and warrants that it is the sole owner of any User Content posted or submitted to a Site, or if not the sole owner User has (a) all permissions, consents, licenses, and approvals related to such User Content and (b) the right to disclose such User Content and grant to Edge and its affiliates, licensees, successors and assigns the rights granted hereunder. Edge is not required to maintain the confidentiality of any User Content, even if the User Content is marked as confidential.

6. Third-Party Vendors

Edge may rely on third parties to provide products, services, and content in connection with a Site or this Agreement (individually a “Third-Party Vendor”), and Edge will have no responsibility or liability with respect to any Third-Party Vendor or any Third-Party Vendor’s products, services, or content. A Third-Party Vendor may impose additional terms upon User’s use of such products, services, and content, and User will be bound by such terms.

7. Third-Party Websites

A Site may contain links to, or may be accessible through links on, websites maintained by third parties (a “Third Party Website”). Edge is not responsible for any content contained on, or otherwise with respect to, any Third Party Website. No link from a Site to a Third Party Website, or from a Third Party Website to a Site, is an endorsement, sponsorship, or recommendation by Edge of such Third Party Website. Any links to or from any Third Party Website are provided only for User’s convenience and Edge has no responsibility or liability to User arising from such links or any Third Party Website.

8. Indemnification

User shall indemnify, defend and hold harmless Edge from all costs, damages, expenses, fines, liabilities, losses, penalties and payments (including, but not limited to, fees and disbursements of counsel to Edge) resulting from, or relating to, (a) User’s failure to perform any obligation or assume any responsibility pursuant to this Agreement, (b) any warranty or representation made by User in this Agreement being untrue or misleading in any respect, (c) any unauthorized use of a Site or any Content by User, (d) any products, services or content of Third-Party Vendors, or (e) any User Content.

9. Warranty Disclaimer

EACH SITE IS MADE AVAILABLE TO USER “AS IS” AND WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, USER DISCLAIMS All IMPLIED WARRANTIES (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE).

10. Limitation of Liability

EDGE WILL IN NO CASE BE LIABLE TO USER OR ANY THIRD PARTY WITH RESPECT TO A SITE, THIS AGREEMENT, ANY CONTENT, OR OTHERWISE FOR ANY INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES. IN NO EVENT WILL ANY LIABILITY OF EDGE WITH RESPECT TO A SITE, THIS AGREEMENT, ANY CONTENT, OR OTHERWISE EXCEED THE LESSER OF (A) ALL DIRECT DAMAGES ACTUALLY INCURRED BY USER OR (B) $100.00. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF ANY THEORY OF LIABILITY (INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT), EVEN IF THE POSSIBILITY OF ANY DAMAGES SHOULD HAVE BEEN FORESEEN BY EDGE, AND EVEN IF ANY REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

11. Severability

Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If, however, any such provision is prohibited by or invalid under such law, it will be deemed modified to conform to the minimum requirements of such law, or if for any reason it is not deemed so modified, it will be prohibited or invalid only to the extent of such prohibition or invalidity without the remainder of such provision, or any other provision of this Agreement, being prohibited or invalid.

12. Revisions

Edge may revise any provision of this Agreement from time to time by (a) posting the revised provision so that it is accessible to User on a Site or by (b) notifying User of the revised provision in an email message or other notice sent to User at the address for User in Edge’s records. Any such revision will be effective immediately upon the earlier of such posting, sending such email message, or five days after such notice is placed in regular mail, with postage prepaid, as set forth in this Section. User is responsible for periodically checking this Agreement on a Site for revisions to this Agreement. Any other revision to this Agreement must be in a writing signed by Edge and User.

13. Disputes

This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws of the State of New York, without regard to its principles of conflict of laws. Any complaint of User relating to a Site or this Agreement (other than any such complaint relating to the Privacy Policy) must first be submitted to Edge as set forth in Section 14, and Edge must be given a reasonable opportunity of not less than 45 days to investigate and respond to such complaint. Upon Edge’s completing such investigation and so responding, User and Edge must then attempt, in good faith, to promptly resolve any remaining aspects of such complaint. If any aspect of such complaint remains unresolved after an additional reasonable period of not less than 45 days, and User desires to pursue other remedies, User may, within one year after Edge received User’s initial complaint, commence a lawsuit against Edge in connection with the unresolved portion of such complaint only in a court located in Onondaga County, New York, and having subject matter jurisdiction over such complaint. User consents to any such court being a proper venue for such complaint, and waives any right to object to such court being an improper venue, whether for inconvenience or otherwise.

14. Notices

User must send all written notices to Edge relating to a Site or this Agreement by either regular mail to Attn: Legal Department, 856 Hercules Drive, Colchester, Vermont 05446, or by e-mail to legal@edgepharma.com. Any such notice will be effective upon actual receipt by Edge. Edge may send notices to User relating to a Site or this Agreement through e-mail, regular mail or a general posting on a Site. Any such notice from Edge will be effective (a) immediately upon Edge’s sending such notice to the address it has in its records for User in the case of e-mail, (b) five days after Edge’s sending such notice to the address it has in its records for User, with postage prepaid, in the case of regular mail, and (c) immediately upon User’s entering a Site after such notice is posted on such Site.

15. Waivers

No failure of Edge to exercise, and no delay by Edge in exercising, any right or remedy under this Agreement shall be a waiver of such right or remedy. No waiver of any such right or remedy shall be effective unless made in a writing signed by the party granting such waiver, and specifically referring to each such right or remedy being waived.

16. Third-Party Beneficiaries

There are no third-party beneficiaries of this Agreement, and no provision of this Agreement can be enforced or relied upon by any third party.

17. Miscellaneous

This Agreement (a) inures to the benefit of, and is binding upon, User and Edge and each of User’s and Edge’s successors and assignees, except that User may not assign any of User’s rights or obligations under this Agreement without first obtaining the written consent of Edge, and (b) constitutes the entire agreement between User and Edge with respect to the subject matter of this Agreement, and supersedes all prior oral and written proposals, representations, understandings and agreements. Any attempt by User to assign to a third party any right or remedy hereunder without Edge’s prior written consent will be null and void, and of no effect. Edge may, in its sole discretion, assign or otherwise transfer this Agreement to a third party. If there is any conflict or inconsistency between any provision of this Agreement and any provision contained on a Site (other than the Privacy Policy), the former will control.

User represents and warrants to Edge that User (1) has carefully read this Agreement, (2) is entering into this Agreement on User’s own behalf, and (3) has sufficient capacity and authorization to enter into this Agreement and bind User.

Dated: July 27, 2020