TERMS OF USE

TERMS AND CONDITIONS OF USE OF AGILETHERAPEUTICS.COM WEBSITE

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS AND CONDITIONS MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE. BY USING THIS WEBSITE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN DO NOT USE THIS WEBSITE.  AGILE RESERVES THE RIGHT TO TERMINATE ANY ACCOUNT YOU HAVE CREATED ON THIS WEBSITE IF YOU VIOLATE THESE TERMS AND CONDITIONS OF USE.

Agile Therapeutics®, Inc. (“Agile”) maintains this Website as a service to its customers, potential customers, and other interested parties. Please visit us frequently and browse our pages, subject to the terms and conditions set out below.

Use of Agile Website and Its Content
The information contained in this Website is for general guidance on topics selected by Agile. Such information is provided without any knowledge as to your industry, identity or specific circumstances. The application and impact of relevant laws will vary from jurisdiction to jurisdiction. There may also be delays, omissions, or inaccuracies in information contained in this Website. The information on this Website is provided with the understanding that Agile and various authors and publishers providing such information do not constitute the rendering of medical or other professional advice or services. As such, information on this Website should not be relied upon or used as a substitute for consultation with a professional health care provider.

Agile may alter, suspend, or discontinue this Website at any time for any reason, without notice or cost. The Website may become unavailable due to maintenance or malfunction of computer equipment or other reasons.

No part of this Website may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording, except that Agile grants you a personal, revocable, nonexclusive, nontransferable license to view, copy, download, and print Agile documents (such as white papers, press releases, data sheets, and FAQs) that are available on this Website, subject to the following conditions:

  1. The documents may be used solely for noncommercial, informational purposes.
  2. The documents may not be modified.
  3. Copyright, trademark, and other proprietary notices may not be removed.

Nothing contained on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Website or any documents displayed on this Website, through the use of framing or otherwise, except: (a) as expressly permitted by these terms and conditions; or (b) with the prior written permission of Agile or such third party that may own the trademark or copyright of material displayed on this Website.

Accuracy of Content and Future Modifications to Website
The information on this Website is believed to be complete and reliable; however, the information may contain technical inaccuracies or typographical errors.

Agile reserves the right to make changes to document names and content, product specifications, or other information without obligation to notify any person of such changes.

Availability of Products and Services Mentioned
Information that Agile publishes on this Website may contain references or cross references to products or services that are not available or approved by the appropriate regulatory authorities in your country. Such references do not imply that Agile intends to announce or make available such products or services to the general public, or in your country.  You should not construe anything on this Website as promotion for any product or for use of a product that is not authorized under the laws and regulations of the country where you live, including the United States.

No Warranties
INFORMATION AND DOCUMENTS, INCLUDING PRODUCT SPECIFICATIONS, PROVIDED ON THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT WARRNTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.  SPECIFICALLY, BUT WITHOUT LIMITATION, AGILE DOES NOT WARRANT THAT: (i) THE INFORMATION ON THIS WEBSITE IS CORRECT, ACCURATE, RELIABLE OR COMPLETE; (ii) THE FUNCTIONS CONTAINED ON THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THIS WEB SITE OR THE SERVER(S) THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Product descriptions and specifications are subject to change. Agile periodically adds or updates the information and documents on this Website without notice.

It is the user’s responsibility to ascertain whether any information downloaded from this Website is free of viruses, worms, trojan horses, or other items of a potentially destructive nature.

Indemnification

You agree to indemnify, defend, and hold harmless Agile, its officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms of Use or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account.

Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL AGILE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, MULTIPLE OR OTHER INDIRECT DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS WEBSITE OR THE INFORMATION CONTAINED ON THIS WEBSITE, EVEN IF AGILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AGILE‘S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THIS WEB SITE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED $100.00.

Links to Third-Party Web Sites 
This Website may contain links to non-Agile websites. These links are provided to you as a convenience, and Agile is not responsible for the content of any linked website. Any outside website accessed from the Agile Website is independent from Agile, and Agile has no control over the content of that website. In addition, a link to any non-Agile website does not imply that Agile endorses or accepts any responsibility for the content or use of such a website.

No Implied Endorsements
In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Agile of that third party or of any product or service provided by a third party.

Privacy

The Agile Privacy Policy is incorporated and made part of these Terms of Use.  You hereby agree to such Privacy Policy.  Any personal data (for example, your name, address, telephone number or email address) that you transmit to the Website by electronic mail or otherwise will be used by Agile in accordance with the Privacy Policy. Any other communication or material you transmit to the Website, such as questions, comments, suggestions or the like, will be treated as non-confidential and non-proprietary.

Notice: Electronic Communications

When you visit the site or send emails to Agile, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Copyright
Copyright © 2019 Agile Therapeutics, Inc. All rights reserved.

This Website, and the information which it contains, is the property of Agile and its affiliates and licensors and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws.

You should be aware that Agile will protect its intellectual property rights to the fullest extent allowed by law, up to and including criminal prosecution.

Trademark

The following trademarks are our property:  Agile Therapeutics, Twirla, and Skinfusion. These marks may not be used without our consent on any product or service, except our own. All other product names are trademarks or registered trademarks of their respective owners.

Jurisdictional Issues
Agile makes no representation that information on this Website is appropriate or available for use outside the United States. Those who choose to access this Website from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

By visiting this Website, you agree that the laws of the state of New Jersey, without regard to principles of conflict of laws, will govern this Website, these Terms and Conditions, and any dispute that might arise between you and Agile. You agree to submit to the jurisdiction of the state and federal courts in Mercer County, New Jersey, for the purpose of any judicial proceedings relating to or arising from these Terms and Conditions or the Website.

Dispute Resolution

Any controversy or claim between the parties or arising out of these Terms of Use or any use of the Site shall be determined by one disinterested arbitrator in binding arbitration pursuant to the Commercial Arbitration Rules and the Supplementary Procedures for Online Arbitration of the American Arbitration Association (the “AAA”). The arbitrator shall be experienced in agreements for information technology services, either as an attorney or as an information technology professional. If the parties fail to appoint an arbitrator within forty-five (45) days of the institution of the arbitration, the AAA shall select the arbitrator promptly thereafter. Any requests for accelerated, emergency or preliminary relief shall be submitted pursuant to the AAA’s Optional Rules for Emergency Measures of Protection. If any such requests are made before an arbitration panel is empaneled, then the AAA shall appoint one disinterested arbitrator as an arbitration panel to immediately hear and decide such request. The arbitration panel shall have the right to grant interim awards. Testimony shall be permitted by telephone, videoconference and other forms of real-time telecommunications. If the arbitrator requires in-person hearings, the hearings shall be held in Mercer County, New Jersey. The arbitral award will be final and binding and may be entered and enforced in any court of competent jurisdiction.

Waiver of Jury Trial and Class Actions

BY ENTERING INTO THESE TERMS OF USE, YOU AND AGILE ACKNOWLEDGE AND AGREE TO WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. YOU AND AGILE BOTH AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT A CONSOLIDATED, CLASS-WIDE OR REPRESENTATIVE BASIS AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH AN ARBITRATION ON A CLASS OR REPRESENTATIVE BASIS. THE ARBITRATOR MAY AWARD INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. IF FOR ANY REASON THE ARBITRATION CLAUSE SET FORTH IN THESE TERMS OF USE IS DEEMED INAPPLICABLE OR INVALID, OR TO THE EXTENT THE ARBITRATION CLAUSE ALLOWS FOR LITIGATION OF DISPUTES IN COURT, YOU AND AGILE BOTH WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.

Submissions to Agile and Affiliated Servers 
Agile welcomes your feedback and suggestions about how to improve this Website, as well as other submissions related to this Website and any products or services offered in connection with this Website. Any information, including but not limited to remarks, suggestions, ideas, graphics, or other submissions, communicated to Agile through this Website (“Submissions”) will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for Agile to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, display (in whole or part) worldwide, or act on such Submissions without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Submissions. Agile is entitled to use any information submitted for any purpose, without restriction (except as stated in Agile’s Privacy Policy) or compensation to the person sending the submission. The user acknowledges the originality of any submission communicated to Agile and accepts responsibility for its accuracy, appropriateness, and legality.

If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

Entire Agreement
These Terms and Conditions (including the above Privacy Policy) constitute the entire agreement between you and Agile relating to the subject matter herein and shall not be modified except in writing signed by both parties or by a new posting by Agile, as described above.

Assignment

Agile may assign its rights and duties under these Terms of Use to any party at any time without notice to you.

Updates to Terms and Conditions
Subject to reasonable notice to you and your acceptance as evidenced by your conduct, including your continued use of the Website or otherwise, we reserve the right to modify or amend these Terms and Conditions at any time. We may provide notice of any changes to these Terms and Conditions by posting any changes on this page or by sending you an email.

Survival

The provisions of these Terms of Use entitled “No Warranties,” “Indemnification,” “Limitation of Liability,” “Dispute Resolution,” “Waiver of Jury Trial and Class Actions,” “Jurisdictional Issues” and “General Provisions” will survive the termination of this Agreement.

General Provisions

These Terms of Use are severable, and in the event any provision is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions. A printed version of these Terms of Use shall be admissible in judicial or administrative proceedings based upon or relating to use of the Website to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles of this Agreement are displayed for convenience only and have no legal effect. Nothing in this Agreement shall be deemed to confer any third-party rights or benefit.

For Additional Information
If you have any questions about the rights and restrictions above, please contact Agile at info@agiletherapeutics.com