Welcome to the Onovo Pharma website located at www.onovopharma.wpengine.com/
(the “Site”). The term “Onovo Pharma” includes Onovo Pharma and our
affiliates and subsidiaries, including without limitation Onovo Pharma. Please read these Terms and Conditions (the “Terms”), our Privacy Policy
(www.onovopharma.wpengine.com/privacy) (“Privacy Policy”) and our Limited Warranty Terms (“Warranty Terms”) (www.onovopharma.wpengine.com/warranty) carefully because they govern your use of our Site, our online store for Onovo Pharma products (“Products”) and the content accessible via our Site, including our membership boxes. To make these Terms easier to read, the Site, our online store and services are collectively called the “Services.”
IMPORTANT DISCLAIMER
9.General Prohibitions and Onovo Pharma’s Enforcement Rights. You agree not to do any of the following:
(a) Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil
liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory,obscene, pornographic, vulgar or offensive; (v) promotes discrimination,bigotry, racism, hatred, harassment or harm against any individual or group;
(vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
(b) Use, display, mirror or frame the Services or any individual element within the Services, Onovo Pharma’s name, any Onovo pharma trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Onovo Pharma’s express written consent;
(c) Access, tamper with, or use non-public areas of the Services, Onovo Pharma’s computer systems, or the technical delivery systems of Onovo Pharma’s providers;
(d) Attempt to probe, scan or test the vulnerability of any Onovo Pharma system or network or breach any security or authentication measures;
(e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Onovo Pharma or any of Onovo Pharma’s providers or any other third party (including another user) to protect the Services or Content;
(f) Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Onovo Pharma or other generally available third-party web browsers;
(g) Send any unsolicited or unauthorized advertising, promotional materials,email, junk mail, spam, chain letters or other form of solicitation;
(h) Use any meta tags or other hidden text or metadata utilizing an Onovo Pharma trademark, logo URL or product name without Onovo Pharma’s express written consent;
(i) Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
(j) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
(k) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
(l) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
(m) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
(n) Impersonate or misrepresent your affiliation with any person or entity;
(o) Violate any applicable law or regulation; or
(p) Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content (including without limitation Product reviews), we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or
other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to
investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
10.DMCA/Copyright Policy. Onovo Pharma respects copyright law and
expects its users to do the same. It is Onovo Pharma’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Onovo Pharma’s Copyright Policy at onovopharma.wpengine.com/copyright, for further
information.
11.Links to Third Party Websites or Resources. The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
12.Termination. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at info@onovopharma.com. Upon any termination, discontinuation or cancellation of the Services or your Account, the following Sections will survive: 8(a), 8(b), 8(c), 13, 15, 16, 17, and 18.
13.Warranty Disclaimers. EXCEPT AS OTHERWISE PROVIDED IN THE
WARRANTY TERMS, THE PRODUCTS, SERVICES AND CONTENT ARE
PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT
LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF
TRADE. We make no warranty that the Products or Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
We make no warranty regarding the quality, accuracy, timeliness,
truthfulness, completeness or reliability of any Content.
14.Indemnity. You will indemnify and hold harmless Onovo Pharma and its
officers, directors, employees and agents, from and against any claims,
disputes, demands, liabilities, damages, losses, and costs and expenses,
including, without limitation, reasonable legal and accounting fees arising out
of or in any way connected with (i) your access to or use of the Services or
Content, (ii) your User Content, or (iii) your violation of these Terms.
15.Limitation of Liability.
(a) NEITHER ONOVO PHARMA NOR ANY OTHER PARTY INVOLVED IN
CREATING, PRODUCING, OR DELIVERING THE PRODUCTS, SERVICES
OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR
LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS
OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE
INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE
COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN
CONNECTION WITH THESE TERMS OR FROM THE USE OF OR
INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON
WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY
OTHER LEGAL THEORY, AND WHETHER OR NOT ONOVO PHARMA OR
ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF
SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS
FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE
ABOVE LIMITATION MAY NOT APPLY TO YOU.
(b) IN NO EVENT WILL ONOVO PHARMA’S TOTAL LIABILITY ARISING
OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE
OF OR INABILITY TO USE THE PRODUCTS, SERVICES OR CONTENT
EXCEED THE AMOUNTS YOU HAVE PAID TO ONOVO PHARMA FOR THE
PURCHASE OF THE PRODUCTS OR USE OF THE SERVICES OR
CONTENT, AS APPLICABLE, OR ONE HUNDRED DOLLARS ($100), IF
YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ONOVO
PHARMA.
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH
ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE
BARGAIN BETWEEN ONOVO PHARMA AND YOU.
16.Governing Law and Forum Choice. These Terms and any action related
thereto will be governed by the Federal Arbitration Act, federal arbitration law,
and the laws of the State of New York, without regard to its conflict of laws
provisions. Except as otherwise expressly set forth in Section 17 “Dispute
Resolution” the exclusive jurisdiction for all Disputes (defined below) that you
and Onovo Pharma are not required to arbitrate will be the state and federal
courts located in the State of New York, and you and Onovo Pharma each
waive any objection to jurisdiction and venue in such courts.
17.Dispute Resolution.
(a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim
or controversy arising out of or relating to these Terms or the breach,
termination, enforcement, interpretation or validity thereof or the use of the
Products, Services or Content (collectively, “Disputes”) will be resolved solely
by binding, individual arbitration and not in a class, representative or
consolidated action or proceeding. You and Onovo Pharma agree that the
U.S. Federal Arbitration Act governs the interpretation and enforcement of
these Terms, and that you and Onovo Pharma are each waiving the right to a
trial by jury or to participate in a class action. This arbitration provision shall
survive termination of these Terms.
(b) Exceptions and Opt-out. As limited exceptions to Section 17(a) above: (i)
you may seek to resolve a Dispute in small claims court if it qualifies; and (ii)
we each retain the right to seek injunctive or other equitable relief from a
court to prevent (or enjoin) the infringement or misappropriation of our
intellectual property rights. In addition, you will retain the right to opt out of
arbitration entirely and litigate any Dispute if you provide us with written notice
of your desire to do so by email at info@onovopharma.com within thirty (30)
days following the date you first agree to these Terms.
(c) Conducting Arbitration and Arbitration Rules. The arbitration will be
conducted by the American Arbitration Association (“AAA”) under its
Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as
modified by these Terms. The AAA Rules are available at www.adr.org or by
calling 1-800-778-7879. A party who wishes to start arbitration must submit a
written Demand for Arbitration to AAA and give notice to the other party as
specified in the AAA Rules. The AAA provides a form Demand for Arbitration
at www.adr.org.
If your claim is for U.S. $10,000 or less, you may choose whether the
arbitration will be conducted solely on the basis of documents submitted to
the arbitrator, through a telephonic or video-conference hearing, or by an inperson
hearing as established by the AAA Rules. If your claim exceeds U.S.
$10,000, the right to a hearing will be determined by the AAA Rules. Any
arbitration hearings will take place in the county (or parish) where you live,
unless we both agree to a different location. The parties agree that the
arbitrator shall have exclusive authority to decide all issues relating to the
interpretation, applicability, enforceability and scope of this arbitration
agreement.
(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees
will be governed by the AAA Rules. We’ll pay for all filing, administration and
arbitrator fees and expenses if your Dispute is for less than $10,000, unless
the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay
all of our attorneys’ fees and costs and won’t seek to recover them from you.
If you prevail in arbitration you will be entitled to an award of attorneys’ fees
and expenses to the extent provided under applicable law.
(e) Class Action Waiver. YOU AND ONOVO PHARMA AGREE THAT EACH
MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS
INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER
IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Further, if the parties’ dispute is resolved through arbitration, the arbitrator
may not consolidate another person’s claims with your claims, and may not
otherwise preside over any form of a representative or class proceeding. If
this specific provision is found to be unenforceable, then the entirety of this
Dispute Resolution section shall be null and void.
(f) Effect of Changes on Arbitration. Notwithstanding the provisions of Section
3 “Changes to Terms or Services” above, if Onovo Pharma changes any of
the terms of this Section 17 “Dispute Resolution” after the date you first
accepted these Terms (or accepted any subsequent changes to these
Terms), you may reject any such change by sending us written notice
(including by email to info@onovopharma.com) within 30 days of the date
such change became effective, as indicated in the “Last Updated” date above
or in the date of Onovo Pharma’s email to you notifying you of such change.
By rejecting any change, you are agreeing that you will arbitrate any Dispute
between you and Onovo Pharma in accordance with the terms of this Section
17 “Dispute Resolution” as of the date you first accepted these Terms (or
accepted any subsequent changes to these Terms).
(g) Severability. With the exception of any of the provisions in Section 17(e) of
these Terms (“Class Action Waiver”), if an arbitrator or court of competent
jurisdiction decides that any part of these Terms is invalid or unenforceable,
the other parts of these Terms will still apply.
18.General Terms.
(a) Entire Agreement. These Terms constitute the entire and exclusive
understanding and agreement between Onovo Pharma and you regarding the
Products, Services and Content, and these Terms supersede and replace any
and all prior oral or written understandings or agreements between Onovo
Pharma and you regarding the Services and Content. With the exception of
the Class Action Waiver, if any provision of these Terms is held invalid or
unenforceable by an arbitrator or a court of competent jurisdiction, that
provision will be enforced to the maximum extent permissible and the other
provisions of these Terms will remain in full force and effect. You may not
assign or transfer these Terms, by operation of law or otherwise, without
Onovo Pharma’s prior written consent. Any attempt by you to assign or
transfer these Terms, without such consent, will be null. Onovo Pharma may
freely assign or transfer these Terms without restriction. Subject to the
foregoing, these Terms will bind and inure to the benefit of the parties, their
successors and permitted assigns.
(b) Notices. Any notices or other communications provided by Onovo Pharma
under these Terms, including those regarding modifications to these Terms,
will be given: (i) via email For notices made by e-mail, the date of receipt will
be deemed the date on which such notice is transmitted.
(c) Waiver of Rights. Onovo Pharma’s failure to enforce any right or provision
of these Terms will not be considered a waiver of such right or provision. The
waiver of any such right or provision will be effective only if in writing and
signed by a duly authorized representative of Onovo Pharma. Except as
expressly set forth in these Terms, the exercise by either party of any of its
remedies under these Terms will be without prejudice to its other remedies
under these Terms or otherwise.
(d) Compliance with laws. You shall comply with all applicable laws, including,
but not limited to, as applicable, the EU General Data Protection Regulation
and its requirements related to capturing verifiable consent, obtaining
parental consent, responding to data subject requests, complying with
international data transfer laws and other requirements relating to personal
information, data localization, cookies and recordkeeping requirements.
19.Contact Information. If you have any questions about these Terms, the Products or the Services, please contact Onovo Pharma at
info@onovopharma.com.
Email: info@onovopharma.com
Welcome to the Onovo website located at www.onovopharma.com/ (the “Site”). The term “Onovo ” includes Onovo and our affiliates and subsidiaries, including without limitation Onovo. Please read these Terms and Conditions (the “Terms”), our Privacy Policy (www.onovopharma.com/privacy) (“Privacy Policy”) and our Limited Warranty Terms (“Warranty Terms”) (www.onovopharma.com/warranty) carefully because they govern your use of our Site, our online store for Onovo products (“Products”) and the content accessible via our Site, including our membership boxes. To make these Terms easier to read, the Site, our online store and services are collectively called the “Services.”
IMPORTANT DISCLAIMER
(b) Prices. Prices for the Products may be displayed in US dollars or in local currency, depending on the location from which you access the Site.
(c) Shipping. Products purchased via the Site will be shipped to the address you designate as the shipping address during the check-out process. Shipping restrictions apply (please visit www.onovopharma.com/shipping for more information). Onovo is not responsible for taxes and/or duties or any brokerage and/or delivery fees and/or return postage applied to international shipments. We recommend that you contact your customs office to inquire about import regulations before placing an order. Onovo will not be liable for packages refused or held for delivery. Please note that refunds will not be issued for any order that is refused or abandoned by the intended recipient, orders that can’t be delivered due to an address error, or orders seized by Customs.
(d) Returns. You may return Products that you purchase via the Site in accordance with Onovo return policy available on the Site (please visit www.onovopharma.com/help/shipping for more information).
(e) Warranty. The Products are covered by a limited warranty as described in the Warranty Terms.
6.1 Commercial Transactions
The services offered by Onovo are subscription-based services. When you open a subscription-based account, you hereby agree to pay all charges to your account, including any applicable taxes, in accordance with billing terms in effect at the time the fee or charge becomes payable. Onovo reserves the right to change the amount of, or basis for determining, any fees or charges for Services we provide, and to institute new fees, charges or terms effective upon notice to subscribers.
Your subscription will be automatically renewed and your credit card will be automatically charged, depending upon the billing terms for your account, for as long as you remain a Subscriber. You agree that Onovo will not be obligated to send you any renewal or advance billing notices or confirmations that your credit card has been charged.
Your right to use the Service or a specific product is conditional upon our receipt of payment. If payment cannot be charged to your credit card or if a charge is refunded for any reason, including chargeback, we reserve the right to immediately either suspend or terminate your access and account, thereby terminating this Agreement and all Onovo obligations hereunder.
You are required to pay any amounts still owed to us at the time your account is suspended or terminated.
Onovo has two subscription plans: Monthly and 3 months. If you select a monthly plan, you can cancel at any time. If you select a 3 month plan, you can make changes to your shipment at any time, but if you cancel before the period is up we will charge your account for the amount of any plan savings accrued up until that point.
In the event that you elect to terminate your Onovo subscription,please follow the instructions signaled on the website. In case of further correspondence, email info@onovopharma.com
If you have any questions regarding your supplements or your supplement order, you may email info@onovopharma.com or call our Onovo customer service at (866) 736-1220 which can receive messages 24/7. If it is an emergency, please call 911.
In the case of your Onovo order, if you are not completely satisfied with our Onovo products, then there is a 100% refund available.
We hope that you love your Onovo product(s) as much as we do. However, if for any reason you wish to return any or all products within your order, you have fourteen (14) days after the order has been delivered to do so. We will gladly issue a refund if the return conditions (noted below) have been met.
Please note that products must be returned unused, undamaged and in their original white cardboard outer packaging, which must remain sealed and unopened. Make sure you choose an appropriate cardboard shipping box for your return to prevent the content(s) from being damaged while in transit.
Please arrange a return shipment using a carrier of your choice. We apologize – you must bear the return shipping costs, which are nonrefundable. Upon receipt of your supplements, we will refund you with credit if conditions are fulfilled.
6.2 Fraud Prevention Policy
All orders are reviewed for fraud or other types of unauthorized activity. We reserve the right to review and refund or not process an order due to suspected fraud or unauthorized activity. We reserve the right to cancel any accounts or refuse to ship to certain addresses due to suspected fraud or unauthorized or illegal activity. For any questions please reach out to us via email at info@onovopharma.com.
9.General Prohibitions and Onovo Enforcement Rights. You agree not to do any of the following:
(a) Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory,obscene, pornographic, vulgar or offensive; (v) promotes discrimination,bigotry, racism, hatred, harassment or harm against any individual or group;
(vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
(b) Use, display, mirror or frame the Services or any individual element within the Services, Onovo name, any Onovo trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Onovo express written consent;
(c) Access, tamper with, or use non-public areas of the Services, Onovo computer systems, or the technical delivery systems of Onovo providers;
(d) Attempt to probe, scan or test the vulnerability of any Onovo system or network or breach any security or authentication measures;
(e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Onovo or any of Onovo providers or any other third party (including another user) to protect the Services or Content;
(f) Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Onovo or other generally available third-party web browsers;
(g) Send any unsolicited or unauthorized advertising, promotional materials,email, junk mail, spam, chain letters or other form of solicitation;
(h) Use any meta tags or other hidden text or metadata utilizing an Onovo trademark, logo URL or product name without Onovo express written consent;
(i) Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
(j) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
(k) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
(l) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
(m) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
(n) Impersonate or misrepresent your affiliation with any person or entity;
(o) Violate any applicable law or regulation; or
(p) Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content (including without limitation Product reviews), we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
10.DMCA/Copyright Policy. Onovo respects copyright law and expects its users to do the same. It is Onovo policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Onovo Copyright Policy at onovopharma.com/copyright, for further information.
11.Links to Third Party Websites or Resources. The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
12.Termination. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at info@onovopharma.com. Upon any termination, discontinuation or cancellation of the Services or your Account, the following Sections will survive: 8(a), 8(b), 8(c), 13, 15, 16, 17, and 18.
13.Warranty Disclaimers. EXCEPT AS OTHERWISE PROVIDED IN THE WARRANTY TERMS, THE PRODUCTS, SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Products or Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
14.Indemnity. You will indemnify and hold harmless Onovo and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.
15.Limitation of Liability.
(a) NEITHER ONOVO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PRODUCTS, SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ONOVO OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
(b) IN NO EVENT WILL ONOVO TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PRODUCTS, SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO ONOVO FOR THE PURCHASE OF THE PRODUCTS OR USE OF THE SERVICES OR CONTENT, AS APPLICABLE, OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ONOVO .
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ONOVO AND YOU.
16.Governing Law by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17 “Dispute Resolution” the exclusive jurisdiction for all Disputes (defined below) that you and Onovo are not required to arbitrate will be the state and federal courts located in the State of New York, and you and Onovo each waive any objection to jurisdiction and venue in such courts.
17.Dispute Resolution.
(a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Products, Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Onovo agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Onovo are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
(b) Exceptions and Opt-out. As limited exceptions to Section 17(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at info@onovopharma.com within thirty (30) days following the date you first agree to these Terms. (c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an inperson hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. (d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. (e) Class Action Waiver. YOU AND ONOVO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void. (f) Effect of Changes on Arbitration. Notwithstanding the provisions of Section 3 “Changes to Terms or Services” above, if Onovo changes any of the terms of this Section 17 “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to info@onovopharma.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Onovoemail to you notifying you of such change. By rejecting any change, you are agreeing that y ou will arbitrate any Dispute between you and Onovo in accordance with the terms of this Section 17 “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms). (g) Severability. With the exception of any of the provisions in Section 17 (e) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
18.General Terms.
(a) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Onovo and you regarding the Products, Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Onovo and you regarding the Services and Content. With the exception of the Class Action Waiver, if any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Onovo prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Onovo may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. (b) Notices. Any notices or other communications provided by Onovo under these Terms, including those regarding modifications to these Terms, will be given: (i) via email For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. (c) Waiver of Rights. Onovo failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Onovo . Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
(d) Compliance with laws. You shall comply with all applicable laws, including, but not limited to, as applicable, the EU General Data Protection Regulation and its requirements related to capturing verifiable consent, obtaining parental consent, responding to data subject requests, complying with international data transfer laws and other requirements relating to personal information, data localization, cookies and recordkeeping requirements.
19.Contact Information. If you have any questions about these Terms, the Products or the Services, please contact Onovo at
info@onovopharma.com.
Email: info@onovopharma.com
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