Terms of Use

Last Updated: August 25, 2020

PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONSTITUTE A BINDING LEGAL DOCUMENT. These Terms of Use are entered into by and between you and Osmotica Pharmaceuticals plc and its subsidiaries, including without limitation, RVL Pharmaceuticals, Inc., Vertical Pharmaceuticals, LLC and Trigen Laboratories, LLC (collectively, “Osmotica”, “we”, or “us”).

These Terms of Use govern your use of the websites owned and operated by Osmotica (collectively, the “Website”) and the mobile app Meet UPNEEQ™ (the “App,” and collectively with the Website, the “Services”). The Services include, without limitation, all information, text, visual images, pages, software, products and services used or available via the applicable Service. The Services are owned by Osmotica and are for the use of our customers, including healthcare professionals (“Customers,” “you” or “your”).

In consideration for your use of the Services, you agree to use the Services in accordance with these Terms of Use, without reservation. By using the Services, you accept and agree to be bound and abide by these Terms of Use. BY ACCESSING THE SERVICES IN ANY MANNER WHATSOEVER, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS OR USE THE SERVICES. Any and all rights not expressly granted in these Terms of Use are reserved by Osmotica.

THESE TERMS OF USE CONTAIN DISCLAIMERS OF WARRANTIES, DISCLAIMERS OF LIABILITY, AND A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT AFFECT YOUR RIGHTS FOR RESOLVING ANY DISPUTE WITH US, AS WELL AS AN INDEMNIFICATION PROVISION THAT MAKES YOU RESPONSIBLE FOR CERTAIN LOSSES. PLEASE READ THEM CAREFULLY.

These Terms

The Services are offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using the Services, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

From time to time Osmotica may change, or make improvements to, the Services. Such changes and/or improvements shall be made without notice to you. From time to time, Osmotica may change these Terms of Use or impose new conditions on the use of the Services, in which case Osmotica will make available the revised Terms of Use through the Services. A revised form of these Terms of Use will be effective immediately upon its posting through the Services. You are responsible for reviewing the most current version of these Terms of Use before using the Services to ensure that you agree to any revisions to these Terms of Use. If at any time you do not agree to the revisions we make to these Terms of Use, you should immediately stop accessing or using the Services in any manner whatsoever. By continuing to use the Services after we post any such changes, you accept these Terms of Use, as modified.

No Medical Advice

Osmotica offers the information through the Services only for general educational and informational purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. THE SERVICES DO NOT OFFER MEDICAL DIAGNOSIS OR TREATMENT, AND NONE OF THE INFORMATION CONTAINED IN THE SERVICES SHOULD BE CONSTRUED AS PROVIDING MEDICAL ADVICE OR SERVICES OF ANY KIND. ANY CLINICAL DIAGNOSIS OR TREATMENT DECISION REMAINS THE RESPONSIBILITY OF THE HEALTHCARE PROVIDER USING THE SERVICES, AND THE HEALTHCARE PROVIDER USING THE SERVICES SHOULD NOT RELY ON THE INFORMATION CONTAINED THEREIN FOR DIAGNOSING A HEALTH PROBLEM OR DISEASE. Neither Osmotica nor any third party content provider accessed through your use of the Services (“Sponsor”) is engaged in rendering medical advice or services. Many medical and pharmacoeconomic issues are the subject of debate and diverse opinions. Opinions expressed by guest editors and contributors do not necessarily represent the views of either Osmotica or any Sponsor.

Our Limited License to You

The Services are intended solely for your personal and noncommercial use. Except as otherwise expressly provided herein, you may not modify, copy, distribute, transmit, display, perform, reproduce, use, publish, license, create derivative works from, transfer or sell any information or content contained in the Services, or any software, products or services obtained from or available as part of or in conjunction with the Services. We grant you a non-exclusive, non-assignable and non-transferable license (the “License”) to use the Services only pursuant to these Terms of Use. The License is not a sale of any of our rights, nor is it a transfer of title to such rights. The Services may be used only by you, and you may not rent, lease, lend, sub-license or transfer any portion of the Services or any data residing on it, or any of your rights under this License, to anyone else. You may not develop or derive for commercial sale any data in machine-readable or other form that incorporates or uses any portion of the Services. You may not transfer to or store any data residing or exchanged over the Services in any electronic network for use by more than one user unless you obtain prior written permission from us. If you violate any of these Terms of Use, your License shall terminate automatically and you must immediately destroy all copies of any materials, content, or information that you may have obtained on or through the Services.

Intellectual Property Information

All of the design, text, and graphics of the Services, as well as the selection and arrangement thereof, are subject to copyright protection. All product and service names whether or not appearing in a typeface different from that of the surrounding text or with a trademark symbol are trademarks and/or service marks owned by or licensed to Osmotica or their licensors, unless otherwise noted. Use of any of these marks, except as permitted herein, is expressly prohibited. The images and text, and all page headers, graphics, HTML-based computer programs used to generate pages or other content available through the Services, and icons on the Services are the property of, or are utilized under permission given to, Osmotica or its licensors, and may not be sold, resold, downloaded, distributed, stored, copied, reused, reposted, modified, or otherwise used except as provided herein without the express written permission of Osmotica. With respect to the Website, you may download and print a single copy for your personal use, provided that the content of the Website must not be altered in any way and must contain all copyright, trademark and other proprietary notices. You may not use the Services or any portion thereof to create or re-create a similar or competing service. Any use of the content of the Services not expressly permitted by these Terms of Use, or in writing by us prior to your use, is a breach of these Terms of Use and is strictly prohibited. Please direct any requests for permission to legal@osmotica.com. The Services contain material that is protected by the copyright, trademark and other intellectual property laws of the United States and foreign countries. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any material, including code and software, from the Services except as expressly set forth above. Osmotica actively enforces its intellectual property rights in the Services to the fullest extent of the law. ANY UNAUTHORIZED OR UNAPPROVED USE OF ANY OF THE CONTENT OF THE SERVICES, OR THE TRADEMARKS SET FORTH THEREIN, CONSTITUTES COPYRIGHT AND/OR TRADEMARK INFRINGEMENT AND SUBJECTS YOU TO ALL CIVIL AND CRIMINAL PENALTIES PROVIDED UNDER UNITED STATES AND INTERNATIONAL LAWS AND TREATIES. Any unauthorized use by you of our intellectual property may lead us to revoke your access to the Services in addition to other legal remedies to which Osmotica is entitled. Nothing contained herein shall be construed as conferring, by implication, waiver, estoppel or otherwise, any license or right under any patent or trademark belonging to Osmotica, any Sponsor or any third party. Except as expressly provided above, nothing contained herein shall be construed as conferring any license or right under any copyright of Osmotica or any Sponsor.

With respect to data, information, files, images, and other content you submit or make available through the Services (collectively, “User Content”), you grant Osmotica a worldwide, perpetual, irrevocable, royalty-free and non-exclusive license to use such User Content to manage, provide, monitor, repair, improve, analyze and operate the Services and for other lawful purposes.

The Services may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Osmotica, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Osmotica. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Links to Other Sites

The Services may contain hyperlinks or other connections to websites or content operated by parties other than us, including, but not limited to, our Sponsors. We do not control these websites and are not responsible for them, including their availability, content or any viruses, worms, spyware or malware that may be accessed through them. Our inclusion of hyperlinks or other connections to Sponsor materials does not imply any endorsement of the material on them or any association with their owners. We assume no responsibility whatsoever for our Customers, our Sponsors or our Sponsors’ respective business practices (or any of the information posted or downloaded by our Sponsors through the Services). No portion of the Services shall be deemed to be an endorsement, representation or warranty with respect to any Sponsor, whether in regard to its website, products, services or otherwise.

Linking to the Website

You may link to the homepage of our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. You must not use Osmotica's trademarks or logos without prior written permission of Osmotica.

Lawful Use of the Services

The Services may be used only for lawful purposes by Customers seeking information on our products and company. As one of the conditions of your use of the Services, you represent, warrant and agree that you will not use, encourage or help others use the Services for any purpose or in any manner that is prohibited by these Terms of Use or by applicable law (including but not limited to any applicable export controls). It is your responsibility to ensure that your use of the Services complies with these Terms of Use and to seek prior written permission from us for any uses not permitted or not expressly specified herein. By agreeing to these Terms of Use, you certify that you will use the Services in good faith and with no intention of seeking any information that would violate any law, statute, or regulation issued by any federal, state, or local agency. You further certify that you will not use the information that you obtain in violation of any federal, state, or local statute, law, or regulation.

You agree not to use the Services in a manner that is unlawful or reasonably expected to harm Osmotica, its employees, licensors, users, or others. Without limitation, you are prohibited from:

• uploading, posting, emailing, transmitting or otherwise making available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise illegal, tortious or objectionable;
• impersonating any person or entity, including, but not limited to, an employee of Osmotica, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• accessing data not intended for your use or logging into a server or account that you are not authorized to access;
• attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
• attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, “flooding,” “mailbombing,” or “crashing”; or
• otherwise interfering with the proper working of the Services.

Violations of these Terms of Use may result in civil or criminal liability. We will investigate occurrences that involve such violations and may consult, and cooperate, with law enforcement authorities in prosecuting anyone who may be involved in such violations.

Your Obligations for Use of the App

When you access the App, you agree to provide true, accurate, current and complete information about yourself as prompted by the App or otherwise requested during the term of these Terms of Use, and to maintain and promptly update that information so as to keep that information true, accurate, current and complete. You consent and authorize us to verify the information that you provide.

To use the App, you must be a qualified, licensed physician or other qualified, licensed healthcare professional. You acknowledge and agree that the App is solely a tool to provide information, but not clinical recommendations, to assist you in clinical decision-making. The App is not a substitute for your own clinical judgment as a healthcare professional. No clinical decisions are to be based solely on the App. Clinical decisions must consider clinical history, symptoms, other diagnostic measurements, and other factors that you may deem relevant in your clinical judgment. You, and specifically not Osmotica, are solely responsible for verifying the accuracy of all patient information and determining the data necessary for you to make clinical decisions, as well as for complying with all applicable laws, regulations and licensing requirements applicable to your delivery of healthcare services. Never disregard information received directly from a patient because of your use of the App or due to something read or learned through the use of the App or any information stored on, generated by or received through the App.

You agree not to represent, imply, or suggest (i) that the App is a medical device, pharmaceutical product or diagnostic product of any kind whatsoever, (ii) that the App is medical advice, that provides judgement, diagnosis, or treatment, (iii) that the App constitutes or creates a doctor-patient, therapist-patient or other healthcare professional relationship between the patient and Osmotica, (iv) that the App is intended for use in the diagnosis of disease or any other condition or in the cure, mitigation, treatment, or prevention of disease, or (v) that the App is intended to affect the structure or function of the body. You further agree not to promote or market the App as such in any way or to any person. You further represent that you are a qualified, licensed physician or other healthcare professional.

You are solely responsible for maintaining the confidentiality of your information and for restricting access to your devices. You accept responsibility for all activities that occur under your devices. You agree to immediately notify Osmotica at the e-mail address provided below if you have reason to believe there has been any breach of security related to the App, and you acknowledge that we may not be able to mitigate such breach of security until you do so. We may discontinue the App at any time.

You consent to transact with us electronically and receive legal notices and other communications electronically, either by e-mail, text messaging, push notifications (in accordance with your device settings), or by notices posted on the App. You agree that any requirement that a communication be sent to you in writing is satisfied by such electronic communication and that you are responsible for maintaining an Internet browser, mobile device or computing equipment capable of accessing the App.

Idea Submission

If any viewer of the Services responds with information, including feedback data, questions, comments, suggestions, ideas or the like, we shall deem that information to be non-confidential, and Osmotica shall have no obligation of any kind with respect to such information and shall be free to reproduce, disclose, and distribute the information to others without limitation, and to use any ideas, concepts, know-how, or techniques contained in such information for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products incorporating such information. While we appreciate hearing from you and welcome your comments regarding our Services, our policy does not permit us to accept or consider creative ideas, suggestions, inventions or materials other than those we have specifically requested. While we do value your feedback on our Services, please be specific in your comments regarding our Services and do not submit creative ideas, inventions, suggestions or materials. If, despite our foregoing request, you send us creative suggestions, ideas, drawings, concepts, inventions or other information (collectively, a “Submission”), such Submission shall immediately become our property. The Submission shall not be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of any Submission. We shall own exclusively all now known or later discovered rights to the Submission and shall be entitled to unrestricted use of the Submission for any purpose whatsoever, commercial or otherwise, without compensation to you or to any other person or entity.

Indemnification

You agree to defend, indemnify and hold Osmotica, its officers, directors, employees, members, agents, and affiliates harmless from and against all claims, actions or demands, liabilities and settlements, including without limitation our costs, damages and reasonable legal and accounting fees, resulting from, or alleged to result from: (i) your breach of these Terms of Use; (ii) your use of the content of the Services, (iii) your violation of any applicable law, regulation, rule or order pertaining to your use of the Services; or (iv) your unauthorized or unlawful use of the Services. We will use reasonable efforts to provide you with prompt notice of any such claim, suit or proceeding, and may assist you, at our expense and option, in defending any such claim, suit or proceeding. You also agree to reimburse us for any and all attorneys' fees, costs, and expenses that you incur in attempting to collect the amount for which you have agreed to indemnify or reimburse us.

Compliance with Applicable Laws

You are responsible for ensuring that your use of the Services complies with all laws directly or indirectly applicable to you or us. OSMOTICA IS NOT LIABLE OR RESPONSIBLE FOR ANY OF YOUR ACTS OR OMISSIONS IN USING THE SERVICES IN WAYS THAT DO NOT COMPLY WITH ANY APPLICABLE LAW.

Limitation of Liability and Disclaimer of Warranties

While Osmotica has endeavored to make sure that the information contained in the Services is accurate, Osmotica cannot guarantee the accuracy of such information.

ACCESS TO THE SERVICES AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. OSMOTICA AND ITS SPONSORS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTIES’ RIGHTS, TITLE, AND/OR FITNESS FOR A PARTICULAR PURPOSE, AND/OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE WITH RESPECT TO THE SERVICES OR THE PRODUCTS SOLD THEREBY. OSMOTICA AND ITS SPONSORS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE (i) ACCURACY, COMPLETENESS, CONTEMPORANEOUSNESS OR TIMELINESS OF THE SERVICES, (ii) THE QUALITY AND SECURITY OF THE SERVICES, OR (iii) THE INABILITY TO ACCESS THE SERVICES OR THE CONTENT OF THE SERVICES, INCLUDING WHETHER THE SERVICES WILL BE FREE OF VIRUSES, UNAUTHORIZED CODE OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SERVICES. WHEN USING THE SERVICES, INFORMATION WILL BE TRANSMITTED OVER A MEDIUM THAT IS BEYOND OUR CONTROL AND JURISDICTION. ACCORDINGLY, WE ASSUME NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH USE OF THE SERVICES, AND YOU (AND NOT US) ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION.

If you are a California resident, you waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. AS RELEVANT, THESE TERMS ARE WITHOUT PREJUDICE TO AND IN NO WAY LIMIT OR SUBSTITUTE ANY OBLIGATIONS THAT MAY BE OWED BY YOU AS A HEALTHCARE PROFESSIONAL UNDER YOUR LICENSE TO PRACTICE, INCLUDING WITHOUT LIMITATION ANY OBLIGATION OF MEDICAL CONFIDENTIALITY OR UNDER APPLICABLE LAWS.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Damages and Remedies

YOU AGREE THAT OSMOTICA AND ITS SPONSORS SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES SUFFERED AS A RESULT OF ACCESSING, USING, PRINTING, COPYING OR DOWNLOADING ANYTHING FROM THE SERVICES. YOU FURTHER AGREE THAT WE SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR IN PART BY RELYING UPON, USING, OR INTERPRETING THE SERVICES. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, EVEN IF WE, OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR CUMULATIVE LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO DISSATISFACTION WITH ANY OF OUR SERVICES, SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, OR LIMITATIONS UPON HOW LONG AN IMPLIED WARRANTY LASTS, BUT THE ABOVE LIMITATIONS OR EXCLUSIONS APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL WE BE LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY YOUR USE OR MISUSE OF THE SERVICES OR THE CONTENT.

All remedies set forth in these Terms of Use are exclusive and are limited to those expressly provided for in these Terms of Use.

Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS.

TO THE FULLEST EXTENT PERMITTED BY LAW, AND IN OUR SOLE DISCRETION, WE MAY REQUIRE YOU TO SUBMIT ANY DISPUTES ARISING FROM THE USE OF THE SERVICES OR THESE TERMS OF USE, INCLUDING DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER THE COMMERCIAL ARBITRATION RULES (AVAILABLE FROM THE AAA AT ADR.ORG).

Class Action Waiver

ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY LEGAL OR EQUITABLE CLAIM, DISPUTE, ACTION OR PROCEEDING ARISING FROM OR RELATED TO THE SERVICES IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR WE WILL SEEK TO HAVE ANY SUCH LEGAL OR EQUITABLE CLAIM, DISPUTE, ACTION OR PROCEEDING HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

No Partnership

You agree that no joint venture, partnership, employment or agency relationship exists between you and Osmotica (or any of our Sponsors) as a result of these Terms of Use or your use of the Services.

Certain Legal Requirements

Our performance of these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms of Use will diminish Osmotica's right to comply with law enforcement requests, requirements relating to your use of the Services or information provided to or gathered by Osmotica with respect to such use.

Entire Agreement

These Terms of Use represent the entire binding agreement between you and us, and our respective successors and assigns, and supersede any and all prior understanding, statements or representations, whether electronic, oral or written, regarding us, the Services or the content therein. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Certain Rights and Obligations

We have the right to terminate your access to the Services at any time without notice and to discontinue or modify any of the content contained on the Services at any time. You may not assign any part of these Terms of Use without our prior written consent. No waiver of any obligation or right of either party shall be effective unless in writing that is executed by the party against whom it is being enforced.

No Extraterritoriality

Osmotica is based in Bridgewater, New Jersey, in the United States of America. The information available through the Services is intended for use only by Osmotica’s customers in the United States. Other countries may have laws, regulatory requirements, and medical practices that differ from those in the United States and may require references to different or additional information. Because of these various laws, regulations, and medical practices, information designed to be used in one country may not be appropriate or legal for use outside that country. Therefore, product information available through the Services may not be appropriate or legal for residents of other countries. If you access the Services from outside the United States of America, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

Termination

We reserve the right to cancel or terminate your right to use the Services, or any portion of the Services, at any time for any reason, with or without cause, and without notice. In such event, you are no longer authorized to access the portion of the Services affected by such cancellation or termination.

Survivability

No waiver by Osmotica of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Osmotica to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the invalidity of such clause or provision shall not affect the validity of the remaining clauses or provisions of these Terms of Use, including but not limited to the class action waiver.

The following provisions of these Terms of Use survive the expiration or termination of these Terms of Use for any reason whatsoever: Limitation of Liability and Disclaimer of Warranties, Limitation of Damages and Remedies, Termination, Indemnity, Jurisdiction and Choice of Law, and Other.

Jurisdiction and Choice of Law

We make no representation that the Services are appropriate or may legally be used in the nation, state, province or other jurisdiction in which you reside, do business, or are incorporated or organized, and access to the Services is prohibited from jurisdictions where the Services, or its content, is illegal. Those who choose to access the Services do so on their own initiative and are responsible for compliance with applicable laws. These Terms of Use shall be governed by, and construed in accordance with, the laws of the United States and the State of New Jersey, without regards to the conflicts of law principles thereof. You expressly agree that if you dispute the validity or enforceability of the individual arbitration provision and/or class action waiver in these Terms or with respect to any other disputes not subject to binding arbitration, you shall bring such dispute in the courts of the State of New Jersey, and you expressly consent and agree to submit to the exclusive personal jurisdiction and venue of such courts.”

Other

These Terms of Use constitute the entire agreement between us and you with respect to the subject matter of these Terms of Use, and supersede all previous and contemporaneous agreements, proposals and communications between us, written or oral. We may assign these Terms of Use, in whole or in part, in our sole discretion. You may not assign your rights under these Terms of Use without our prior written permission. Any attempt by you to assign your rights under these Terms of Use without our permission shall be void. If any provision of these Terms of Use is found to be invalid by any court having jurisdiction to make such a determination, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition. The headings of the various sections of these Terms of Use have been inserted only for the purposes of convenience, and those headings shall not be deemed, in any manner, to modify, enlarge or restrict any of the provisions of these Terms of Use.

For further information relating to these Terms of Use, or to report a problem regarding the Services, please e-mail: legal@osmotica.com.