PLEASE NOTE THAT THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES IN CERTAIN CIRCUMSTANCES, RATHER THAN JURY TRIALS OR CLASS ACTION LAWSUITS. VIEW THESE TERMS IN THE SECTION TITLED GOVERNING LAW AND ARBITRATION; CLASS ACTIONS BELOW
Replay hereby grants to you, subject to the terms and conditions of the Terms, a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access and use the Services solely for your personal, noncommercial use, subject to the limitations set forth below. Replay reserves all rights not expressly granted in these Terms. Replay reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use or access of the Services.
You agree to protect the Services, and their proprietary content, information and other materials, from any unauthorized access or use, and you agree that you will not use the Services or such proprietary content, information or other materials except as expressly permitted herein or expressly authorized in writing by Replay. Except as specifically permitted herein or expressly authorized in writing by Replay, you agree that you will not directly or indirectly: (a) distribute, sell, transfer, rent, lease, sublicense or otherwise exploit the Services in any unauthorized manner; or (b) transmit, adapt, create derivative works of, translate, localize, port or otherwise modify the Services, any updates, or any part thereof in any form or manner or by any means. You understand and agree that you are not permitted to: (x) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Services; (y) use any means to discover the trade secrets in the Services; or (z) otherwise circumvent any functionality that controls access to or otherwise protects the Services. Any attempt to do any of the foregoing is a violation of the rights of Replay and its affiliates and licensors. If you breach these restrictions, you may be subject to prosecution and damages.
The Website is not intended to and does not enable users to post to the Website. However, users may contract us directly through our “Contact Us” page. Except as expressly stated and agreed upon in advance by Replay, no confidential relationship shall be established in the event that you or any other user of the Website should make any oral, written or electronic communication or submission to Replay (such as feedback, questions, comments, suggestions, ideas, etc.). If the Website requires or requests that such information be provided, and that such information contains personal identifying information (e.g., name, address, phone number, email address), Replay shall obtain, use, and maintain it in a manner consistent with our Privacy Notice. Otherwise, such communication and any information submitted therewith shall be considered non-confidential, and Replay shall be free to reproduce, publish, or otherwise use such information for any purposes whatsoever including, without limitation, the research and development of our products and technology that may be impacted by such information. The sender of any information to Replay is fully responsible for the content of their submission, including its truthfulness and accuracy, and its non-infringement of any other person’s proprietary or privacy rights.
Replay may terminate your use of the Services at any time and for any reason, including for conduct violating these Terms. Upon any such termination, you must destroy all content obtained from the Services and all copies thereof. Furthermore, you acknowledge that Replay reserves the right to take action – technical, legal or otherwise – to block your ability to access the Services. You understand that Replay may exercise this right in its sole discretion and this right shall be in addition to any other rights and remedies available to Replay.
All provisions of these Terms which by their nature should survive termination shall survive the termination of your access to the Services, including the provisions regarding ownership, warranty disclaimers, indemnity, and limitations of liability.
The Services and their content are for informational purposes only. The content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Services.
ANY USE OF THE SERVICES, INCLUDING ANY RELIANCE UPON OR USE OF ANY OF THE INFORMATION THEREIN, SHALL BE AT YOUR SOLE RISK. ALL CONTENT CONTAINED WITHIN THE SERVICES IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, REPLAY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. REPLAY makes no warranty as to the accuracy, usefulness, currency, completeness or availability of any information transmitted or made available via this Website and shall not be responsible or liable for any error or omissions in that information. You are responsible for verifying any information before relying on it. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
The Replay Website may contain forward-looking statements that reflect Replay’s current expectation regarding future events and business development. The forward-looking statements involve risks and uncertainties. Actual developments or results could differ materially from those projected and depend on a number of factors including, but not limited to, the success of current research programs, results of pending or future clinical trials, ongoing commercialization of its products, regulatory approvals of pharmaceuticals, validity and enforcement of its patents, the stability of its commercial relationships, and the general economic conditions. Replay intends to update its Website on a regular basis but assumes no obligation to update any of the content.
IN NO EVENT SHALL REPLAY OR ANY OF ITS LICENSORS OR INFORMATION PROVIDERS HAVE ANY LIABILITY IN CONNECTION WITH THE SERVICES OR ANY INFORMATION PRESENTED IN THE SERVICES FOR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR FOR LOSS OF PROFITS, REVENUE, USE, OR DATA, IN EACH CASE ARISING UNDER ANY THEORY, INCLUDING UNDER WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, EVEN IF REPLAY IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
REPLAY’S AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY CLAIMING THROUGH YOU IN CONNECTION WITH THE USE OF THE SERVICES IS LIMITED TO FIFTY DOLLARS ($50).
These Terms, and any claim, cause of action or dispute (“claim”) arising out of or related to these Terms shall be governed by the laws of the State of California regardless of your country of origin or where you access the Services. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THESE TERMS OR THE SERVICES WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except for Replay’s right to seek injunctive relief as set forth below.
If you do not want to arbitrate disputes with Replay and you are an individual, you may opt out of this arbitration agreement by sending an email to email@example.com within 30 days of the day you first access or use the Services.
If you intend to seek arbitration you must first send written notice to Replay’s legal department of your intent to arbitrate (“Notice”). The Notice to Replay should be sent by any of the following means: (i) electronic mail to firstname.lastname@example.org or (ii) sending the Notice by U.S. Postal Service certified mail to Replay Holdings LLC, 5555 Oberlin Drive, Suite 120, San Diego, CA 92121, Attention: General Counsel. The Notice must (x) describe the nature and basis of the claim or dispute; and (y) set forth the specific relief sought; and (z) set forth your name, address and contact information. If we intend to seek arbitration against you, we will send any notice of dispute to you at the contact information we have for you.
The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the American Arbitration Association (“AAA”) under its AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes, as modified by these Terms. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by the terms of these Terms. If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. We will reimburse all other AAA filing, administration and arbitrator fees paid by you, unless the arbitrator determines that the arbitration was frivolous or brought for an improper purpose, in which case the payment of all such fees shall be governed by the AAA rules. The arbitration will be conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. For any claim where the potential award is reasonably likely to be $10,000 or less, either you or Replay may elect to have the dispute resolved through non-appearance-based arbitration.
Replay controls and operates the Services in the United States. Replay makes no representation that contents in the Services may be downloaded, viewed or are appropriate for use outside the United States. If you access or otherwise use the Services or its content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
If you breach any term of these Terms or other agreement with Replay, Replay may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. Replay’s remedies are cumulative and not exclusive. Failure of Replay to exercise any remedy or enforce any portion of the Terms at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. If any provision of the Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sublicensable by you except with Replay’s prior written consent. We may transfer, assign or delegate the Terms and its rights and obligations without consent. Users of this Services are responsible for compliance with all applicable regulations and laws. No joint venture, partnership, employment or agency relationship exists between you and Replay as a result of these Terms of Service or use of the Services.