Terms and Conditions of Use

Effective as of October, 2016

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN each end user (referenced herein as “YOU” or the “USER”) AND  Danone-Nutricia Early Life Nutrition, INC. (“ELN,” “we” or “us”) THAT APPLIES EACH TIME YOU USE OR ACCESS A WEBSITE (Online or MOBILE), PORTAL, or SOCIAL MEDIA PAGE(S) PROVIDED BY OR CONTROLLED BY ELN.  Please read theSE TERMS OF USE (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "Terms") carefully as they govern your use and access of the available information, services, software functionality, or materials provided through aN ELN BRANDED OR CONTROLLED website (ONLINE OR MOBILE), PORTAL, or SOCIAL MEDIA PAGE (HEREINAFTER COLLECTIVELY REFERRED TO AS the “Website”). ELN IS WILLING TO LICENSE THE USE OF THE WEBSITE ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.  by using eln’s website, you agree to these terms.  eln reserves the right, in its sole discretion, to change, modify, add or remove portions of these terms at any time.  you should check these terms periodically for changes.  by using the website after eln posts any changes to these terms you agree to accept those changes, whether or not you have reviewed them.  If you do not agree to theSE Terms YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE WEBSITE and, if applicable, you should arrange to cancel your registered user account or subscription with us.

WEBSITE TERMS AND CONDITIONS OF USE

LICENSE GRANT

These Terms provide to you a personal, revocable, limited, non-exclusive, royalty-free, non-sublicenseable, non-transferable license to use the Website conditioned on your continued compliance with the terms and conditions of these Terms.  You may print and download materials and information from the Website solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information.  The content layout, formatting, and features of and access to privileges for the Website shall be as specified by ELN in its sole discretion.  You also acknowledge and agree to the following: (i) ELN has the right to control and direct the means, manner, and method by which the Website is provided; (ii) ELN may, from time to time engage independent contractors, consultants, or subcontractors to aid ELN in providing the Website or use thereof; and (iii) ELN has the right to provide the Website to others.

RESTRICTIONS

The content of this Website is the property of or has been licensed to ELN and it is protected by patent, trademark and copyright laws. Except for your own personal and noncommercial use, you are prohibited from reproducing, transmitting, distributing, broadcasting, publishing, removing or altering any proprietary notices or labels, licensing, sublicensing, transferring, mirroring, framing, exploiting, renting, leasing, private labeling, or granting a security interest in or displaying these materials or user Submissions (as defined below) without the prior written consent of ELN. Specifically, and by way of illustration and not limitation, you may not separate and use any graphics, photographs, or other audio, visual, or video elements from the accompanying text or material without the prior express written permission of ELN and/or its licensor(s).  Moreover, you may not (i) use any "deep link," "page scrape," "robot," "spider," or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Website or in any way reproduce or circumvent the navigational structure or presentation of the Website to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Website, (ii) attempt to gain unauthorized access to any portion or feature of the Website or any other systems or networks connected to the Website or to any ELN server or to any of the services offered on or through the Website, by hacking, password "mining," or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website, (iv) reverse look-up, trace, or seek to trace any information on any other User of or visitor to the Website, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or ELN’s systems or networks or any systems or networks connected to the Website, (vi) use any device, software, or routine to interfere with the proper working of the Website or any transaction conducted on the Website, or with any other person's use of the Website, (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to ELN on or through the Website, (viii) use the Website or any Submissions (as such term is described below) to harvest or collect e-mail addresses or other contact information; or (ix) use the Website in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact ELN.  ELN reserves the right to change any and all content, materials, software, applications, and other items used or contained in the Website at any time without notice. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COPYING OR REPRODUCING ANY SERVICES, PROGRAMS, INFORMATION, OR MATERIALS PROVIDED BY ELN TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.

USER OBLIGATIONS

By downloading, accessing, or using the Website in order to view any information and materials, register or enter into a transaction with or through ELN for any reason, or submit information of any kind, you represent that you are at least eighteen (18) years of age or the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Website, including, without limitation, when you provide information via a Website registration or submission form.  If you provide any false, inaccurate, untrue, or incomplete information or otherwise fail to comply with these Terms, ELN reserves the right to, if applicable, to immediately terminate your password, user account, and/or access to the Website (or any part thereof).  In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Website.  You also acknowledge and agree that use of the Internet and access to the Website is solely at your own risk.  While ELN has endeavored to create a secure and reliable Website, you should understand that the confidentiality of any communication or material transmitted to/from the Website over the Internet or other form of global communication network cannot be guaranteed.  Accordingly, ELN is not responsible for the security of any information transmitted to or from the Website.  You must make your own determination as to such issues. Further, to use the Website, you cannot be a person barred from using such services under the laws of the United States or other applicable jurisdictions, including the country in which you reside or from where you use the Website.  By accepting these Terms, you represent that you understand and agree to the foregoing.

USER NAME HANDLING POLICY

Registration as a User for access to certain areas of the Website may require both a user name and a password or adherence to other particular access requirements as designated by ELN.  Only one User can use one user name and password and, thus, one account.  Limiting access helps avoid unauthorized usage by other persons, institutions, or entities because anyone with knowledge of both your user name and password can gain entry to the restricted portions of the Website and to your account.  Accordingly, by using the Website, you agree to consider your user name and password as confidential information and to keep your user name and password confidential.  You also agree not to use another User's user name and password.  You are solely responsible for maintaining the confidentiality and security of your account and for all activities that occur under or through your account and you agree to immediately notify ELN if you become aware of any loss or theft of your password or any unauthorized use of your user name and password.  ELN cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.  ELN reserves the right to delete or change a user name or password at any time and for any reason.  Notwithstanding the foregoing, nothing herein shall convey to you any further rights in your account or its information and any and all such content or information shall be subject to these Terms.

MOBILE SERVICES 

The Website may offer certain tools or services that are available to you via your mobile phone or other mobile device (collectively, “Mobile Services”).  Please note that your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services.  In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices.  Therefore, you are responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile devices, what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you.  Nevertheless, all use of the Website and its Mobile Services shall be in accordance with these Terms.

USER PARTICIPATION AND SUBMISSIONS

From time to time, the Website may offer Users the ability to post content or submit to us materials such as comments, remarks, suggestions, ideas, graphics, opinions, photos, videos, entries to promotions or other information or content created by Users ("Submissions"). Any Submission you provide to us should reflect your own honest opinions, findings, beliefs or experience and you warrant that you have the rights to provide such Submissions. If you choose to share any ideas on the Website, please note that we cannot guarantee that other Website users or third parties will not use or otherwise disseminate the ideas that you share and ELN shall have no liability for third party use of a your Submissions. Therefore, if you have an idea that you would like to keep confidential and/or do not want others, including ELN to use, do not post it to this Website. Further you agree that by using the Website you will not upload, post, display, or transmit any of the following materials as a Submission to the Website:

  • anything that interferes with or disrupts the Website or the operation thereof,
  • statements or materials that defames, harasses, abuses, stalks, threatens, intimidates, or in any way violates the rights of others,
  • unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others,
  • statements or materials that violate other’s contractual or fiduciary rights, duties, or agreements,
  • statements or materials that are bigoted, hateful, or racially offensive,
  • statements or materials that encourage criminal conduct or that would give rise to civil liability or otherwise violate any law or regulation in any jurisdiction,
  • statements or materials that constitute anti-competitive collaboration and/or antitrust violations,
  • statements or materials that contain vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person,
  • statements or materials that harm minors in any way or solicit or otherwise attempt to gain any information from a minor,
  • statements or materials that impersonate any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of ELN,
  • statements or materials that misrepresent your affiliation with any entity and/or ELN,
  • anything that violates the privacy or publicity rights of any other person, including, without limitation, posting any personal identifying information of another individual,
  • statements or materials that are deceptive or misleading,
  • statements or materials that constitute unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of commercial solicitation,
  • statements or materials that are “off-topic” for a designated Submission, and
  • files that contain any malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the Website.

 

You are solely responsible for (a) any Submission you post on or through the Website, (b) any material or information that you provide to other users (or others that view this Website), and (c) your interaction with other Users (or others that view this Website).

 

PERMISSION TO USE SUBMISSIONS

By posting a Submission on this Website, you agree to provide ELN with a nonexclusive, worldwide, fully paid-up and royalty-free, perpetual, irrevocable, transferrable, assignable and unlimited license to use, reproduce, transmit, perform, display, sublicense, and create derivative works of all or any portion of your Submission in any way that We see fit and for any purpose whatsoever. ELN hereby reserves the right to use the posted Submission and ELN and its designees may exploit, edit, modify, and distribute the content and any and all elements of such Submission, in any and all media now known or not currently known, throughout the world in perpetuity without compensation, permission or notification to you or any third party. You represent that you have all necessary rights to make the Submissions available to ELN, and you also acknowledge that ELN has no control over the extent to which any idea or information may be used by any party or person once you post or display it to a public area of the Website (or permit such posting or display).  Accordingly, notwithstanding this right and license, it is understood that by merely permitting your information, content, and materials to appear on the Website ELN has not become and is not a publisher of such information, content, and materials and is merely functioning as an intermediary to enable you to provide and display a Submission.  Moreover, ELN assumes no responsibility for the deletion of or failure to store any Submission and recommends that you do not post, display, or transmit any confidential or sensitive information.  

NO PRE-SCREENING OF SUBMISSIONS 

ELN is not responsible for screening or editing your or another User’s Submissions and encourages all of its Users to use reasonable discretion and caution in evaluating or reviewing any Submission.  Moreover, and except as provided below with respect to ELN's right and ability to delete or remove a Submission (or any part thereof), ELN does not endorse, oppose, or edit any opinion or information provided by you or another User and does not make any representation with respect to, nor does it endorse the accuracy, acceptability, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by you or any other User.  Nevertheless, ELN reserves the right to delete or take other action with respect to Submissions (or parts thereof) that ELN believes in good faith violate these Terms and/or are potentially, unlawful or harmful to ELN or its affiliates, volunteers, services, or goodwill.  If you violate these Terms, ELN may, in its sole discretion, delete the unacceptable content from your Submission, remove or delete the Submission in its entirety, issue you a warning, and/or terminate your use of the Website.  Moreover, it is a policy of ELN to take appropriate actions under the Digital Millennium Copyright Act under U.S. Copyright Law and other applicable intellectual property laws.  If you become aware of Submissions that violate these rules regarding acceptable behavior or content, you may contact ELN as provided below. 

COPYRIGHT; DESIGNATED AGENT FOR NOTIFICATION OF CLAIMS OF INFRINGEMENT

ELN respects the intellectual property of others, and it asks its Users to do the same.  Accordingly, it is ELN's policy to respond to a notice of alleged infringement that complies with U.S. Copyright Law, and in particular, the Digital Millennium Copyright Act.  Responses may include removing or disabling access to content or materials claimed to be the subject of infringing activity and/or terminating your right to access and use the Website.  But, you acknowledge that you may be liable for damages, including attorneys' fees and costs, if you materially misrepresent that a work or activity is infringing your rights.  If ELN terminates or suspends a User's access to or use of the Website, ELN will make a good-faith attempt (as warranted) to contact the person who posted the content so that they may make counter notification pursuant to applicable laws.  It is ELN's policy to document all notices of alleged infringement upon which ELN decides to take action.  As with all legal notices, a copy of the notice may be sent to one or more third parties who may make such notice available to the public.  If you believe that your work have been copied in a way that constitutes copyright infringement, please provide a written notice of your claim of copyright infringement that is directed to ELN's designated agent as specified below along with the following information:

  • A signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;
  • A description, in reasonable detail (including any applicable URL address), of the copyrighted work that you claim has been infringed;
  • A description, in reasonable detail, of where the material that you claim is infringing is located on the Your address, telephone number, and e-mail address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • A statement by you, made under penalty of perjury, that the above information in your written notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
  • Designated Agent:  Alexandra Ramirez-Vizcaino
  • Email:  Alexandra.Ramirez@dannon.com;
  • Phone:  (914) 872-8414

 

Counter notification, as permitted by applicable law and, in particular, the Digital Millennium Copyright Act, may be sent to the ELN’s Designated Agent.  All counter notifications must include responsive information to what is set forth above including any required statements or signatures.

PROPRIETARY RIGHTS 

These Terms provide only a limited license to access and use the Website.  Accordingly, you expressly acknowledge and agree that ELN transfers no ownership or intellectual property interest or title in and to the Website to you or anyone else.  All text, graphics, headers, icons, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including HTML, CSS, XML, and JavaScript code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained on or available through the Website, unless otherwise indicated, are owned, controlled, and licensed by ELN and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations.  Except as expressly provided herein, ELN does not grant any other express or implied right to you or any other person under any intellectual or proprietary rights.  Accordingly, your unauthorized use of the Website may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes.  This Website is Copyright © 2014-2015 Danone-Nutricia Early Life Nutrition, Inc.  All rights reserved.  ELN also owns a copyright in the contents of the Website as collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content of the Website.  ELN and all other names, designs, logos, and icons identifying ELN and its programs, applications, products, and services are proprietary trademarks of ELN, and any use of such marks, including, without limitation, as domain names, without the express written permission of ELN is strictly prohibited.  Other product, association, organization, and company names mentioned herein may be the trademarks and/or service marks of their respective owners.

OTHER TERMS AND CONDITIONS 

Additional notices, terms, and conditions may apply to the purchase of products, participation in a program, registration with ELN, or the use of software.  You agree to abide by such other notices, terms, and conditions, as applicable.  If there is a conflict between these Terms and other notices, terms, and conditions posted to the Website, ELN shall resolve any conflict in good faith in its sole discretion but the latter terms shall generally control with respect to your use of that product or portion of the Website or the applicable software. 

PRIVACY

You understand, acknowledge, and agree that the operation of certain areas of the Website requires or involves the submission, use, and dissemination of various types of personally identifiable information.  ELN is committed to protecting your privacy and security.  For more information, you should review our Privacy Policy at http://Nutrimom.com, which is incorporated into these Terms. 

SWEEPSTAKES AND CONTESTS

Any sweepstakes, contests, games and/or promotional offers accessible on this Website are governed by the official rules, specific rules and/or terms and conditions for the applicable sweepstake, contest, game or promotional offer. To the extent of any conflict between those rules and/or terms and conditions and these Terms, the rules and/or terms and conditions for the sweepstakes, game or promotional offer will govern, but only to the extent of any such conflict.

DISPUTES BETWEEN USERS

You understand and agree that you are solely responsible for your interactions with other users on the Website. ELN is not responsible to monitor disputes between you and other Website Users and is not liable for any loss or damage you may incur resulting from any interaction with other Users. As a result of any such dispute or interaction in violation of these Terms, ELN may choose, in its sole discretion, to terminate your access to the Website.

LINKS TO OTHER SITES AND CONTENT

The Website may contain links to other websites operated by other companies. ELN does not endorse, monitor or have any control over such websites. ELN is not responsible for the content or policies of such third party websites and you understand and agree that you access such websites at your own risk.

LIMITATION OF LIABILITY AND DISCLAIMERS

The INFORMATION, SOFTWARE FUNCIONTLIATY, AND MATERIALS AVAILABLE on OR THROUGH thE Website are provided "as is" AND “AS AVAILABLE” AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES.  ELN MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE PROGRAMS, SERVICES, PRODUCTS, SOFTWARE, MATERIALS, AND INFORMATION AVAILABLE ON THE WEBSITE FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS (TO THE FULLEST EXTENT OF THE LAW) ALL warranties of any kind, either express or implied, including without limitation, warranties of title, implied warranties of merchantability, fitness for a particular purpose or non-infringement OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. ELN does not warrant or represent that this Website will be error free or that access to it will be uninterrupted OR THAT ANY MESSAGE, FILE, AND/OR INFORMATION WILL BE STORED, ARCHIVED, OR DOWNLOADED FROM THE WEBSITE IN A MANNER FREE OF VIRUSES OR CONTAMINATION OR OTHER DESTRUCTIVE FEATURES. ELN expressly disclaims any duty to update or revise the materials on the Website, although ELN may modify the materials on the Website at any time without notice.

YOU EXPRESSLY ABSOLVE AND RELEASE ELN FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND ELN’S CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER CONNECTION PROBLEMS, COMPUTER VIRUSES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES, OR NATURAL DISASTERS, STRIKES, OR OTHER LABOR PROBLEMS, WARS, OR GOVERNMENTAL RESTRICTIONS. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELN shall not be liable for any damages of any kind, including but not limited to direct, special, indirect, or consequential damages such as lost profits or data, related to your use of the Website WITH THE DELAY OR INABILITY TO USE THE WEBSITE, THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE FUNCTIONALITY, AND MATERIALS AVAILABLE THROUGH THE WEBSITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ELN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NO MEDICAL ADVICE 

NEITHER ELN NOR THE WEBSITE PROVIDES MEDICAL ADVICE. ELN IS NOT A MEDICAL ORGANIZATION AND OUR STAFF, EMPLOYEES AND/OR REPRESENTATIVES CANNOT GIVE YOU MEDICAL ADVICE OR DIAGNOSIS. THE WEBSITE IS FOR CONSUMER EDUCATIONAL USE ONLY. NOTHING CONTAINED IN THIS WEBSITE IS OR SHOULD BE CONSIDERED, OR USED AS A SUBSTITUTE FOR, MEDICAL ADVICE, DIAGNOSIS OR TREATMENT.  THIS WEBSITE, INCLUDING THE MATERIAL AND ANY RELATED SERVICES OR INFORMATION, DOES NOT CONSTITUTE THE PRACTICE OF ANY MEDICAL, NURSING OR OTHER PROFESSIONAL HEALTH CARE ADVICE, DIAGNOSIS OR TREATMENT.  ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER WITH ANY QUESTIONS REGARDING PERSONAL HEALTH OR MEDICAL CONDITIONS.  IF YOU HAVE OR SUSPECT THAT YOU HAVE A MEDICAL PROBLEM OR CONDITION, PLEASE CONTACT A QUALIFIED HEALTH CARE PROFESSIONAL IMMEDIATELY.

INDEMNIFICATION

You agree to defend, indemnify and hold ELN, our parent and affiliates, and each of our respective officers, directors, employees, representatives and agents harmless from and against any and all claims, demands, losses, liabilities and/or damages (including attorneys' fees and court costs) arising out of: (i) your use of the Website; (ii) your breach or alleged breach of these Terms; (iii) your use of any third party Submission; (iv) any Submission posted by you; or (v) your alleged violation of the rights of any third party, including but not limited to claims of defamation, invasion of privacy, right of publicity, breach of confidence, infringement of copyright, trademark, patent, or any other intellectual property right.

ENFORCING SECURITY ON THE WEBSITE

Actual or attempted unauthorized use of the Website may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law.  ELN reserves the right to take steps ELN believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms such as view, monitor, and record activity on the Website without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through the Website.  Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Website as well as to disclosures required by or under applicable law or related government agency actions.  ELN will also comply with all court orders or subpoenas involving requests for such information.  In addition to the foregoing, ELN reserves the right to, at any time and without notice, modify, suspend, terminate, or interrupt operation of or access to the Website, or any portion of the Website in order to protect the Website, ELN, or ELN's business. 

ENTIRE AGREEMENT

No joint venture, partnership, employment, affiliate, or agency relationship exists between you and ELN as result of these Terms or your utilization of the Website.  These Terms and ELN's Privacy Policy represent the entire agreement between you and ELN with respect to use of the Website, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and ELN with respect to the Website.  You may not assign or transfer any rights under these Terms without the prior written consent of ELN.  Please return to the Website and review these Terms from time to time, as they may be amended by ELN at any time and without notice to you. Any changes to these Terms will be effective immediately upon the posting of the revised Terms to the Website. If the Terms or revisions made thereto are unacceptable to you, you should no longer use this Website. In addition, ELN may add, modify, or delete any aspect, program, or feature of the Website, but ELN is not under any obligation to add any upgrade, enhancement, or modification.  You agree that ELN shall not be liable to you or any third party for any modification or cessation of the Website.

INJUNCTIVE RELIEF

You acknowledge that any breach, threatened or actual, of these Terms, including, without limitation, with respect to unauthorized use of ELN’s proprietary assets, will cause irreparable injury to ELN, such injury would not be quantifiable in monetary damages, and ELN would not have an adequate remedy at law.  You therefore agree that ELN shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of these Terms.  Accordingly, you hereby waive any requirement that ELN post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to ELN to enforce any provision of these Terms.

TERM AND TERMINATION 

These Terms will take effect at the moment you click “ACCEPT”, register, respond to a request for information, and/or begin downloading, accessing, or using the Website, whichever is earliest.  ELN reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of these Terms, to deny your access to the Website or to any portion thereof in order to protect its name and goodwill, its business, and/or other Users, and these Terms will also terminate automatically if you fail to comply with its terms and conditions, subject to the survival rights of certain provisions identified below.  Termination will be effective without notice.  You may also terminate these Terms at any time by ceasing to use the Website, but all applicable provisions of these Terms will survive termination, as identified below, and each re-access or use of the Website will reapply these Terms (then in effect) to you.  Upon termination, you must destroy all copies of any aspect of the Website in your possession.  The provisions concerning ELN's proprietary rights, Submissions, indemnity, disclaimers of warranty and liability, admissibility of these Terms, waiver and severability, entire agreement, and governing law will survive the termination of these Terms for any reason.

SEVERABILITY

If any provision in the Terms is invalid or unenforceable under any applicable statute, regulation, ordinance, executive order or other rule or law, such provision shall be deemed reformed or deleted by only to the extent necessary to comply with such statute, regulation, ordinance order or rule, and the remaining provisions of these Terms shall remain in full force and effect.

GOVERNING LAW

The content of this Website is solely for the purpose of promoting ELN products and/or programs available in the United States (including its territories). ELN makes no representation that the content of our Website is appropriate or available for use in other countries or locations. If you access the Website from locations other than the United States, you are responsible for compliance with any applicable local laws. These Terms are governed and shall be construed in accordance with the laws of the State of New York, without respect to its conflict of laws principles. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to these Terms, with the exception of arbitration, shall be an appropriate state or federal court located in the State of New York.

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