Legal Terms and Condition of Use

1. Overview.

The following terms and conditions govern your use of the PanOptica website (the “Site”). The Site is owned and operated by PanOptica, Inc., a Delaware corporation (“PanOptica,” “us,” or “we”). Nothing contained on the Site is intended to offer medical advice for the treatment of illness or disease, or to be a substitute for professional medical advice, diagnosis or treatment. Should you have a medical condition, promptly see your healthcare provider. You understand and agree that PanOptica's Site is provided to users (“you” or “visitor” or “User” or, collectively, “Users”) exclusively under these Legal Terms and Conditions of Use (the “Terms”).

2. Privacy Policy.

Information you provide through this Site is subject to PanOptica’s Privacy Policy. If you provide any information via the Site it shall be deemed that the content is not confidential. PanOptica shall be free to use this information. In addition, if you give any feedback to PanOptica, it shall be deemed that the content is not confidential. PanOptica shall be free to use any ideas, concepts, know-how or techniques contained in your feedback for any purpose and to reproduce and disclose the information to third parties for any use, commercial or non-commercial, without limitation.

3. Acceptance of Terms, Modification.

Through your access to and use of the Site, you accept, without limitation or qualification, the Terms set forth herein. By accessing, browsing and/or using this Site you represent and warrant that: i) you are at least 18 years of age; ii) you have read, understood and agree to be bound by these terms and conditions and to comply with all applicable laws and regulations; and iii) you have read and understood the terms and conditions of PanOptica’s Privacy Policy and agreed to be bound by it. If you do not agree to all of these Terms, do not use this Site. PanOptica may modify these Terms at any time, and such modifications shall be deemed effective immediately upon posting on the Site. Any continued use of the Site shall be deemed conclusive of your acceptance of the modified Terms.

4. Forward Looking Statements.

This Site may contain forward looking statements that are subject to risks and uncertainties that might cause actual results to differ from those foreseen. These risks and uncertainties include, without limitation, risks associated with the inherent uncertainty of pharmaceutical research, product development, clinical trials, clinical research, seeking regulatory approval and product commercialization, as well as the impact of competitive products, patents, product liability and third-party reimbursement risks associated with the pharmaceutical industry, and the other risks and uncertainties. There can be no assurance PanOptica will be successful in its efforts to develop and commercialize new products.

5. General Limitation Of Liability.

UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING OR DISTRIBUTING THIS SITE OR ANY CONTENT APPEARING ON THIS SITE, OR ANY PART THEREOF, BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THIS SITE, ANY CONTENT, OR ANY PRODUCTS OR SERVICES DESCRIBED ON THIS SITE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE, SUCH PERSONS OR SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES OR THE SITE, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO UTILIZE THE SITE OR THE SERVICES OR (B) $100. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND, YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE LIMITATIONS IN THIS PARAGRAPH AND WHETHER THEY APPLY TO YOU.

6. Disclaimer of Warranties.

WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THE SITE IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE AND YOUR RELIANCE UPON ANY CONTENT IS AT YOUR SOLE RISK AND DISCRETION. THIS INCLUDES DAMAGES TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT. PANOPTICA DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOAD FROM THIS SITE WILL BE FREE OF INFECTION FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

PANOPTICA ASSUMES NO LIABILITY OR RESPONSIBILITY AS TO THE RELIABILITY, ACCURACY, VALIDITY, TIMELINESS, USEFULNESS OR COMPLETENESS OF ANY INFORMATION ON THE SITE. WE DO NOT HAVE A DUTY TO UPDATE INFORMATION CONTAINED IN THIS SITE, AND WE WILL NOT BE LIABLE FOR ANY FAILURE TO UPDATE SUCH INFORMATION. IN THE EVENT OF ANY PROBLEM WITH THIS SITE OR ANY CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THIS SITE.

7. No Medical Advice and No Promotion.

THIS SITE DOES NOT PROVIDE MEDICAL ADVICE AND PANOPTICA IS NOT ENGAGED IN RENDERING MEDICAL OR SIMILAR PROFESSIONAL SERVICES OR ADVICE VIA THIS WEBSITE, AND THE INFORMATION PROVIDED IS NOT INTENDED TO REPLACE MEDICAL ADVICE OFFERED BY A MEDICAL PROFESSIONAL. YOU ARE ENCOURAGED TO CONFIRM THE INFORMATION CONTAINED HEREIN, AND TO REVIEW AND DISCUSS INFORMATION CAREFULLY WITH YOUR HEALTHCARE PROVIDER. NOTHING CONTAINED ON THIS SITE SHOULD BE CONSTRUED AS A PROMOTION OR SOLICITATION FOR ANY PRODUCT OR FOR THE USE OF ANY PRODUCT IN A PARTICULAR WAY WHICH IS NOT AUTHORIZED BY ANY REFERENT LAW OR REGULATION IN YOUR JURISDICTION.

8. Indemnification.

You agree to indemnify, defend and hold harmless PanOptica, its officers, directors, employees, agents, suppliers and third party partners (collectively, the “Indemnified Parties”) from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation by you of these Terms, or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Site using your account. You agree to fully cooperate as reasonably required by an Indemnified Party(ies). Each Indemnified Party may, at its own expense, assume the exclusive defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter without the consent of the Indemnified Party.

9. Copyright and Trademarks.

The entire contents of the Site are copyrighted as a collective work under the laws of the United States and other copyright laws. PanOptica holds the copyright in the collective work. All trademarks, service marks, copyright notices and registered items are property of PanOptica unless otherwise noted. PanOptica reserves all rights. The information provided in this Site is intended for personal use only. Any reproduction, retransmission, republication or distribution of any of the information in whole or in part is strictly prohibited without the prior written consent of PanOptica. You expressly agree not to copy, distribute, display, publish, broadcast or sell, or license any information in this Site. You expressly agree not to alter or remove any trademarks, service marks, copyright marks or notices from the information provided on this Site or from any authorized copies of such information.

10. No Confidentiality.

Subject to the terms and conditions set forth in our Privacy Policy, any communication or material that you transmit to, or post on, the Site by electronic mail or otherwise, including but not limited to, any data, questions, comments, suggestions or the like is, and will be treated as, non-confidential and nonproprietary information. PanOptica, or any of its affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and further posting. Further PanOptica, and its affiliates, are free to use any ideas, concepts, know-how or techniques contained in any communication or material you send to the Site for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products.

11. Links/No Endorsement.

Links to other sites from this Site are provided for your convenience only and do not constitute or imply endorsement by PanOptica of any of these sites, any products or services described on these sites, or of any other information contained therein and we accept no responsibility in connection therewith and disclaim all liability with regard to your access to such linked sites.

12. No Prohibited Use.

As a condition of your use of the Site, you warrant that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site, or interfere with any other party’s use of the Site. You may not use any device, software or routine, including, but not limited to, viruses, trojan horses, worms, time bombs or cancel bots intended to damage or interfere with the proper working of the Site or to expropriate any system, data or personal information from the Site. You also agree that you will not upload, post or transmit any communications or content of any type that (1) infringes or violates any rights of any party, (2) is false, inaccurate, misleading or fraudulent, violates any applicable law, statute, rule or regulation. You will not use the Site to access any third party sites or cause damage to them.

13. Governing Law and Dispute Resolution.

This agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of New Jersey as applied to contracts made and to be performed entirely within New Jersey, without giving effect to the state's conflicts of law statute. Any controversy, dispute or claim arising out of or related to these Terms or your use of the Site shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in Morris County, New Jersey, pursuant to the rules of the American Arbitration Association. The arbitration tribunal shall consist of one arbitrator. The decision or award of the arbitrator shall be final, and judgment upon such decision or award may be entered in any competent court for judicial acceptance of such decision or award and an order of enforcement. You agree that the arbitrator shall have the authority to impose equitable and injunctive relief as well as to award monetary relief, as the arbitrator deems appropriate.

14. Miscellaneous.

These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. If any provision of these Terms and conditions is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of these terms and conditions shall remain in full force and effect. Any provision of these Terms is held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. The parties further agree to replace such invalid or unenforceable provision of these Terms with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable provision. The headings used in these Terms are for convenience only and such headings are not to be used in determining the meaning or interpretation of these Terms. Your affirmative act of using this Site and/or registering for the Site or the Services constitutes your electronic signature to these Terms and your consent to enter into agreements with us electronically.

15. Registered Agent.

We have registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the “Act”) and avail ourselves of the protections under the Act. We reserve the right to remove any content on this Site which allegedly infringes another person's copyright. Notices to us regarding any alleged copyright infringement on this Site should be directed to the following individual and address:

PanOptica, Inc.
Attention: Legal Department
PanOptica, Inc.
13 McGregor Avenue
Mount Arlington, NJ 07856

Legal Terms and Conditions of Use Updated August 27, 2009.