Terms of Use

Effective as of: November 27, 2019

These Terms of Use apply when you use the biorphen.com website (“Site”), which is owned and operated by Eton Pharmaceuticals, Inc.  For purposes of the Terms of Use, Eton Pharmaceuticals and its affiliates are referred to, collectively, as “Eton Pharmaceuticals,” “us,” or “we.”  You should also review our Privacy Policy, which also applies to your use of the Site.

PLEASE READ THESE TERMS OF USE CAREFULLY.  BY ACCESSING THE SITE, YOU AGREE THAT YOU HAVE READ, ACCEPT, AND AGREE TO THE TERMS OF USE.

We may update these Terms of Use from time to time by posting the updated terms on the Site and updating the above “Effective as of” date.  The revised Terms of Use will become effective on posting unless we specify a different date. Therefore, you should periodically review these Terms of Use for updates.  Your use of the Site after we post updated Terms of Use means that you accept and agree to them. If you do not agree with these Terms of Use, your sole and exclusive remedy is to discontinue using it.

The Site is intended only for healthcare professionals located in the United States.  By accessing the Site, you represented that you are a U.S. healthcare professional; if you are not, you should not access the Site.

1. OWNERSHIP

You acknowledge and agree that Eton Pharmaceuticals (or its suppliers or licensors) owns or has the rights to the information, text, software, images, graphics, or other materials displayed or published on the Site as well as the “look and feel” of the Site (“Content”) and any trademarks, copyrights, and other proprietary material (“Intellectual Property”).  The Content and Intellectual Property is protected by law, including U.S. copyright and trademark laws and international treaty provisions.

2. AUTHORIZED USE

(a) Eton Pharmaceuticals grants you, as a U.S. healthcare professional, a limited non-exclusive, non-assignable, and non-transferable license to use the Site only as set forth in these Terms of Use.  You may use the Content provided: (1) your use is for reasonable informational, non-commercial, personal use only; (2) you do not modify the Content in any way; and (3) you do not use any graphics from the Site separate from the accompanying text.  You acknowledge that these authorized uses do not grant you any ownership or other rights in the Site, Content, or Intellectual Property.

(b) You agree that Eton Pharmaceuticals may revoke these rights at any time for any reason, at which time you must cease activities related to the use of the Information.

(c) Except as expressly authorized above, you may not without our prior express written permission:  (1) modify, copy, distribute, transmit, display, perform, reproduce, use, publish, license, create derivative works from, transfer, or sell any Content, or (2) use any Intellectual Property on the Site.

3. PROHIBITED USE

You may not:

(a) except as part of standard use of a search engine or browser, download, monitor, mine, copy, or otherwise reproduce, store, or distribute the Site or any Content.

(b) disrupt or interfere with the Site or our servers.

(c) use the Site in a way that implies that we are endorsing, sponsoring, or otherwise affiliated with any third party or its products or services.

(d) attempt to decipher, decompile, circumvent, or reverse engineer any security features or any software comprising or in any way making up part of the Site.

(e) violate any applicable laws or regulations in connection with your use of the Site.

(f) alter or remove any attribution or trademark or copyright notice on the Site.

4. CONFIDENTIALITY

(a) Your use of the Site does not create any confidential relationship with Eton Pharmaceuticals.  By providing any information to us through the Site, regardless of what you might state as part of that information, you agree that:  (a) it is not confidential or proprietary to you, (b) we have no obligation to acknowledge receipt or return it to you, (c) we are free to use, distribute, or disclose it without any compensation to you or a third party.

(b) By using the Site, you agree to keep confidential any confidential information of Eton Pharmaceuticals and its affiliates and suppliers, including but not limited to pricing, marketing, technical, or other information that could reasonably be understood to be confidential.

5. DISCLAIMERS

You acknowledge and agree that:

(a) Eton Pharmaceuticals, its directors, employees, agents, or representatives are not engaged in rendering medical advice, diagnosis, treatment or other medical services that in any way create a physician-patient relationship through the Site or the Content.  Neither the Site nor the Content is intended to be a substitute for professional medical advice.

(b) To the fullest extent permitted by law, the Site and the Content is provided on an “as is” and “as available” basis, with all faults.  The Site may include technical inaccuracies or typographical errors.  Although we use reasonable efforts to include accurate and up-to-date information about our company and its products and services, we do not warrant the accuracy, effectiveness and suitability of any information contained in the Site.

(c) To the fullest extent permitted by law, Eton Pharmaceuticals makes no representations or warranties of any kind with respect to the Site or the Content.

(d) To the fullest extent permitted by law, Eton Pharmaceuticals disclaims all warranties, express or implied, created by law, contract or otherwise, including, without limitation, any warranties of merchantability, quality, accuracy, fitness for a particular purpose, title or non-infringement.

(e) We may provide links or refer to third party websites.  These Terms of Use do not apply to those third-party websites, which we do not operate or control.  We have no responsibility for and make not warranty as to any information, products, or services on those websites.

(f) The Site may contain forward-looking statements that reflect our current expectation regarding future events, our plans, and products in development, among other things.  The forward-looking statements involve risks and uncertainties. Actual events, plans, developments, and results could differ and depend on a number of factors including, but not limited to, the success of current research programs, results of pending or future clinical trials, ongoing commercialization of its products, regulatory approvals of pharmaceuticals, validity and enforcement of its patents, the stability of its commercial relationships, and the general economic conditions. Any forward-looking statements included on the Site are based on information available to us on the date thereof. Eton Pharmaceuticals intends to update the Site on a regular basis but assumes no obligation to do so.

6. LIMITATION OF LIABILITY

(a) Eton Pharmaceuticals assumes no liability for the Content.  Your use of the Site and the Content is at your own risk.

(b) In no event will Eton Pharmaceuticals, its, affiliates, suppliers, agents, partners, vendors, or their respective directors, officers, shareholder, employees, representatives or agents (hereinafter “Eton Pharmaceuticals Parties”) be liable for any damages of any kind, under any legal theory (whether in contract, strict liability, tort (including negligence) or other legal or equitable theory) arising out of or in connection with your use of, or inability to use, the Site, the Content, any services provided on or through the Site or any linked website, including direct, indirect, punitive, exemplary, special (including loss of profit) consequential or incidental damages, including, without limitation, personal injury, lost profits or damages resulting from delay, interruption in service, viruses, deletion of files or electronic communications, or errors, omissions or other inaccuracies in the Site or the Content, whether or not Eton Pharmaceuticals has been advised of the possibility of any such damages.  Some states do not allow the foregoing limitation of liability, so this provision may not apply to you.

7. INDEMNITY

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Eton Pharmaceuticals Parties from any and all liabilities, claims, demands, losses, or expenses, including reasonable legal fees and costs, resulting or arising from:  (a) your actual or alleged breach of these Terms of Use; (b) your actual or alleged infringement or violation of any right of Eton Pharmaceuticals or any third party, including but not limited to intellectual property rights; (c) your negligence, misconduct, or fraud; (d) your use of the Site; and (e) your actual or alleged violation of any applicable law or regulation.

8. GENERAL

(a) These Terms of Use and your use of the Site are each governed by the laws of the State of Illinois

(b) Any claim, cause of action, or proceeding arising from these Terms of Use may be brought only in a state or federal court located within the boundaries of the United States District Court for the Northern District of Illinois, Eastern Division.  You irrevocably consent to personal jurisdiction and venue in any such court.

(c) If a court of competent jurisdiction finds that any provision of these Terms of Use is invalid or unenforceable, you agree that the other provisions of these Terms of Use will remain in full force and effect.

(d) You agree that regardless of any applicable law to the contrary, you cannot file a claim or cause of action arising out of or related to biorphen.com or these Terms of Use more than one (1) year after such claim or cause of action arose.

You agree that Eton Pharmaceuticals may limit or revoke your access to the Site for any reason at any time.