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(Last
Updated March 11,2002)
IMPORTANT! THESE TERMS AND CONDITIONS (THESE "TERMS
AND CONDITIONS") GOVERN THE USE OF THE VW
Pharmacy WEB SITE (THE "WEB SITE") BY
YOU AND YOUR EMPLOYEES AND AGENTS (COLLECTIVELY
REFERRED TO AS "YOU"). BY USING THE
WEB SITE, YOU AGREE TO ALL OF THE PROVISIONS CONTAINED
OR REFERRED TO IN THESE TERMS AND CONDITIONS.
VW Pharmacy (THE "COMPANY") RESERVES
THE RIGHT TO CHANGE THESE TERMS AND CONDITIONS
AT ANY TIME IN ITS SOLE DISCRETION. YOUR USE OF
THE WEB SITE AFTER SUCH CHANGES ARE POSTED TO
THE WEB SITE CONSTITUTES YOUR ACCEPTANCE OF THE
CHANGES. PLEASE CONSULT THESE TERMS AND CONDITIONS
REGULARLY.
Scope.
These Terms and Conditions govern Your use of
the Web site. These Terms and Conditions, however,
do not apply to the Company’s products or
services, which are the subject of separate agreements.
Permitted
Use. You have a nonexclusive, nontransferable,
limited, revocable right to use the Web site solely
for Your informational use in evaluating the Company
and its products and services. You may not use
the Web site for any other purpose without the
Company’s express prior written consent,
including, without limitation, any commercial
purpose. For example, You may not and may not
authorize any other person or entity ("Person")
to (i) frame the Web site or any portion thereof
(whereby the Web site or a portion thereof will
appear on a user’s screen with a portion
of another Web site, or with content or advertising
of any Person without the Company’s consent),
or (ii) Co-brand the Web site or any portion thereof.
"Co-branding" means the display of a
name, logo, trademark, or other means of attribution
or identification of any Person in such a manner
reasonably likely to give a user of the Web site
the impression that such the Person is associated
or affiliated with the Company, or has the right
to display, publish, transmit or distribute the
Web site or content accessible within the Web
site. In addition, You may not and may not authorize
any Person to link to any part of the Web site
without the Company’s prior written consent.
You agree to cooperate with the Company in causing
any unauthorized framing, Co-branding, linking
or similar activity to immediately cease. You
may not take any action that violates our Acceptable
Use Policy.
Proprietary
Information. You acknowledge and agree that as
between the Company and You, the Company is the
owner of all right, title and interest in the
Web site and all content accessible within the
Web site (the "Content"), including,
without limitation, all trademarks, service marks,
trade names, patent rights, copyrights, and other
intellectual property or proprietary rights with
respect thereto. You will not reproduce, transmit,
publish or distribute sublicense or otherwise
transfer or make available to others, or edit,
modify or create any derivative works of all or
any part of the Web site or the Content, without
the express written consent of the Company, other
than limited printed copies of materials that
you may need for Your own use and that contains
all of the Company’s copyright and other
notices.
Disclaimer.
You will have access to a variety of third-party
sources of content through the use of the Web
site and the Internet. The Company has made no
effort to verify the accuracy or suitability of
any information contained in any such sources,
including, without limitation, any other Web site
that you can link to from the Web site. Accordingly,
the Company has no liability or responsibility
whatsoever for any content provided by any other
Person contained on or obtained through the Web
site. You acknowledge and agree that any access,
use or reliance on any such third party content
is at Your own risk. You understand that, except
for information, products or services clearly
identified as being supplied by the Company, the
Company does not operate, control or endorse any
information, products or services of any other
Person on the Web site or the Internet in any
way. You also understand and agree that the Company
does not guarantee or warrant that files available
for downloading from the Web site or through the
Internet will be free of infection or viruses,
worms, Trojan horses or other malicious code that
may adversely effect You, Your computer or computer
systems, or Your data or files. In addition, You
are responsible for implementing sufficient procedures
and checkpoints to satisfy Your particular requirements
for accuracy of data input and output, and for
maintaining a means external to the Web site for
the reconstruction of any lost data. ACCESS TO
AND YOUR USE OF THE WEB SITE AND ANY INFORMATION
OR SERVICES CONTAINED THEREIN ARE PROVIDED "AS
IS." THE COMPANY MAKES NO REPRESENTATIONS
OR WARRANTIES OF ANY KIND, NATURE OR DESCRIPTION
EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO
YOUR USE OF THE WEB SITE OR THE CONTENT CONTAINED
THEREIN, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NON-INFRINGEMENT, OR ARISING THROUGH
COURSE OF DEALING, USAGE OR TRADE PRACTICES, AND
THE COMPANY HEREBY DISCLAIMS THE SAME.
Privacy
Policy. The Company collects, stores and uses
data collected from You in accordance with the
Company’s Privacy Policy.
Limitation
on Liability. THE COMPANY, ITS LICENSORS, SERVICE
PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS,
OFFICERS AND DIRECTORS, WILL NOT BE LIABLE FOR
ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL,
OR SPECIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT
LIMITATION, LOSS OF REVENUE OR INCOME, PAIN AND
SUFFERING, EMOTIONAL DISTRESS OR SIMILAR DAMAGES,
EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL
THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS
LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS,
EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS TO YOU
OR ANY OTHER PERSON (REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT OR UNDER ANY
OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION,
NEGLIGENCE OR STRICT LIABILITY) EXCEED THE AMOUNT,
IF ANY, YOU HAVE PAID TO THE COMPANY TO USE THE
WEB SITE AS PROVIDED IN THESE TERMS AND CONDITIONS
FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH
LIABILITY AROSE.
Indemnity.
You will indemnify and hold the Company, its licensors,
content providers, service providers, employees,
agents, officers, directors and contractors (the
"Indemnified Parties") harmless from
Your breach of any of these Terms And Conditions
or any other terms, conditions, policies or procedures
contained on the Web site, including, without
limitation, any use of Content other than as expressly
authorized in these Terms and Conditions. You
agree that the Indemnified Parties will have no
liability in connection with any such breach or
unauthorized use, and You agree to indemnify and
hold harmless the Indemnified Parties from any
and all resulting loss, damages, judgments, awards,
costs, expenses, and attorneys’ fees in connection
therewith. You will also indemnify and hold the
Indemnified Parties harmless from and against
any claims brought by third parties arising out
of Your use of the information accessed from the
Web site.
Trademarks.
VW Pharmacy® is a registered trademark, and
the VW Pharmacy logo and other VW Pharmacy marks
appearing on the Web site are either registered
or unregistered trademarks of the Company. Other
trademarks, service marks and logos appearing
in this Web site are the property of either the
Company, its content providers or other third
parties. The Company, its content providers and
such third parties retain all rights with respect
to any of their respective trademarks, service
marks or logos.
Headings,
The headings of sections of these Terms and Conditions
are for ease of reference only and shall not be
admissible in any action to alter, modify or interpret
the contents of any section hereof.
Governing
Law and Jurisdiction, The validity and effect
of these Terms and Conditions shall be governed
by and construed and enforced in accordance with
the laws of the State of Georgia, without regard
to its conflicts of laws principles. The parties
expressly disclaim application of the United Nations
Convention on Contracts for the International
Sale of Goods. ANY SUIT, ACTION OR PROCEEDING
CONCERNING THE WEB SITE, ITS USE, THESE TERMS
AND CONDITIONS, OR CONCERNING ANY OTHER POLICY
OR PROCEDURE OF THE COMPANY REGARDING USE OF THE
Web site, MUST BE BROUGHT IN A STATE OR FEDERAL
COURT LOCATED IN FULTON COUNTY, GEORGIA, AND YOU
HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION
OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE
COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR
PROCEEDING; AND YOU IRREVOCABLY WAIVE, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION WHICH YOU MAY NOW OR HEREAFTER HAVE
TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION
OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH
SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
Entire
Agreement; Amendments. These Terms and Conditions,
together with the Acceptable Use Policy and the
Privacy Policy, supersede any prior discussions,
negotiations and agreements between the parties
with respect to the subject matter hereof, and
these Terms and Conditions, together with the
Acceptable Use Policy and the Privacy Policy,
constitute the sole and entire agreement between
the parties with respect to the matters covered
hereby.
Severability.
The provisions of these Terms and Conditions may
be exercised and are applicable and binding only
to the extent that they do not violate any applicable
laws and are intended to be limited to the extent
necessary so that they will not render these Terms
and Conditions illegal, invalid or unenforceable.
If any provision or portion of any provision of
these Terms and Conditions are held to be illegal,
invalid or unenforceable by a court of competent
jurisdiction, the remaining provisions or portions
thereof shall apply with respect to the subject
matter hereof, and all such remaining provisions
or portions thereof shall remain in full force
and effect.
Waiver.
No failure or delay on the part of the Company
to exercise any right or remedy hereunder shall
operate as a waiver thereof, nor shall any single
or partial exercise of any right or remedy by
the Company preclude any other or further exercise
thereof or the exercise of any other right or
remedy. No express waiver or assent by the Company
to any breach of or default in any of these Terms
and Conditions shall constitute a waiver of or
an assent to any succeeding breach of or default
in the same or any other term or condition hereof.
Copyright 2001, VW Pharmacy, Inc.
Version
1.1
Adopted March 11, 2002
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