TERMS OF USE

In addition to these Terms of Use, your use of and access to the Website is also subject to our Privacy Policy. Our Privacy Policy contains additional terms relating to our potential collection, use, and disclosure of your personal information as a Website visitor. You agree that you have read, understand, and accept Eagle’s complete Privacy Policy.

YOUR RIGHT TO USE THE WEBSITE

Subject to the terms and conditions in these Terms of Use (and any terms applicable to your use of third-party software), we grant you a nonexclusive, nontransferable, limited right to access, use, and display the website and the copyrighted text, software, music, videos, graphics, photos, interactive features, logos, trademarks, and other proprietary materials and information provided hereon (collectively, “Website Content”), subject to the limitations set out below.

LIMITATIONS ON USE OF WEBSITE

The rights granted to you under these Terms of Use with respect to the use of the Website are subject to the following limitations:

• You agree not to distribute in any medium any part of the Website or Website Content without our prior written consent.
• You agree not to alter or modify any portion of the Website or Website Content [except for content that you provide to the Website or Website Content that is designated as editable by visual indications on the Website].
• You agree not to copy, reproduce, distribute, display portions of, or link to this Website or any Website Content contained hereon for commercial purposes without our prior express written consent (including, but not limited to, the sale of advertising on the Website, or the use of the Website to generate advertising or subscription revenue).
• You agree to use the Website and the Website Content only for lawful, personal, and informational purposes, and you agree that you will not use the Website in any manner which violates any applicable local, state, national, or international law, or the intellectual property or proprietary rights of any third party.
• You agree not to interrupt or attempt to interrupt the operation of the Website. You agree not to use the Website in any manner designed to degrade the performance or functioning of the Website, including, without limitation, launching Denial-of-Service attacks against the Website. You agree not to post or transmit into or on the Website any information or software that contains a virus, bug, worm, Trojan horse, or other harmful or disruptive element. You agree not to use any automated tool, such as a web scraping tool, a bot or web robot, or web automation, to mine the Website for information or to fill out forms on the Website. You also agree that the web and email servers maintained by Eagle and the emails associated with the domain cannot be used for the delivery of unsolicited bulk email or for any malicious or unlawful purpose.
• You agree not to post or transmit into or on the Website any unlawful, fraudulent, threatening, harassing, abusive, libelous, defamatory, obscene, or otherwise objectionable or harmful information of any kind.
• You will not attempt to gain unauthorized access to the Website or the servers and network associated with the Website. You will not circumvent or attempt to circumvent any security or access control technology implemented on the Website, or the servers and network associated with the Website.

You should assume that everything you see or read on this Website may not be used except as provided in these Terms of Use or in the text on the site, without the written permission of Eagle. Eagle reserves the right to suspend or discontinue access to all or any portion of the Website at any time. Without limiting the preceding sentence, we reserve the right to limit or deny you access to the Website or take other appropriate action if you violate these Terms of Use or engage in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful, or malicious. Except as otherwise permitted herein, you may not reproduce, distribute, modify, copy, publish, display, transmit, adapt, upload, create derivative works of, post, or in any way exploit the Website or the Website Content in any manner or for any purpose.

OWNERSHIP AND COPYRIGHT PROTECTION

The Website and all Website Content contained thereon is protected by copyright as a collective work under United States copyright laws, and is owned or controlled by, or licensed to, Eagle or the party listed as the provider of the applicable Website Content. The Website and all Website Content is provided “as is” solely for your personal use and informational purposes. UNAUTHORIZED COPYING, REPRODUCTION, DISTRIBUTION, MODIFICATION, PUBLISHING, DISPLAY, ADAPTING, UPLOADING, CREATING DERIVATIVE WORKS, POSTING, OR TRANSMITTING OF ANY OF THE WEBSITE CONTENT IS PROHIBITED. Eagle reserves all rights not expressly granted in and to the Website and the Website Content on behalf of itself or its licensors. In downloading any materials from the Website in accordance with the limited rights granted under these Terms of Use, you agree to maintain and abide by all copyright, trademark, and other notices contained in such Website Content, or if none, you agree to abide by the following copyright and trademark notice with respect to such downloaded materials: Any communication or material you transmit to the site, such as questions, comments, suggestions or the like, will be owned by Eagle. The materials of this site are protected by Copyright and Trademark Laws of the US and other countries and are owned by, or licensed to, Eagle. All content of this site is owned or controlled by Eagle. You may download content only for your personal use for non-commercial purposes but no modification or further reproduction of the content is permitted. The contents of the site, including any images, text, executable code, and layout design may not be distributed, reproduced, publicly displayed, downloaded, modified, reused, reposted, or otherwise used except as provided herein without the express prior written permission of the Eagle Legal Department. Eagle neither warrants nor represents that your use of materials displayed on the site will not infringe rights of third parties not owned by or affiliated with Eagle.

USE OF IMAGES

Images of people or places displayed on the site are either the property of, or used with permission by, Eagle. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms of Use or specific permission provided elsewhere on the site. Any unauthorized use of the images may violate copyright laws, trademark laws (see “INTELLECTUAL PROPERTY INFORMATION” below), the laws of privacy and publicity, and communications regulations and statutes. No use of any other images may be made without the prior written authorization of the owners of this site, except to identify the products or services of Eagle.

TRADEMARKS

Eagle Pharmaceuticals logo is a trademark of Eagle. In addition, all trademarks, trade names, logos, taglines, service marks, trade dress, designs, and products (collectively the “Trademarks”) displayed on this site, whether marked or unmarked, are US and internationally registered and/or unregistered Trademarks of Eagle or their respective owner. Nothing contained on the site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademarks displayed on the Website other than display of the Website in a browser for individual use without the written permission of Eagle or such third party that may own the Trademarks displayed on the site. Your use of the Trademarks displayed on the site, or any other content on the site, except as provided in these Terms of Use, is strictly prohibited. Other marks, product names, and company names appearing on the Website are trademarks and/or service marks of Eagle and/or their respective owners, and are protected by law. Eagle marks may be used publicly only with permission from Eagle. Fair use of the trademarks and service marks requires proper acknowledgment in accordance with the above copyright and trademark notice.

LINKS TO OTHER SITES

Links may appear on the Website to third party website(s) which are not owned or operated by Eagle (“Linked Sites”). These links are provided solely as a courtesy to our Website visitors. Eagle reserves the right to add, change, decline, or remove any link at any time. Each Linked Site may have an individual privacy policy and/or terms of use, which govern your use of and access to such Linked Site, and we recommend that you review the policies applicable to the Linked Sites prior to your use of such Linked Sites. Eagle is not responsible for and does not endorse or warrant in any way any materials, information, goods, or services available through Linked Sites or any privacy or other practices of such Linked Sites.

LIMITED PERMISSION FOR LINKING TO THIS WEBSITE

ATTENTION: LINKING TO EAGLE’S SITE INDICATES THAT YOU ACCEPT EAGLE’S TERMS OF USE AND LEGAL RESTRICTIONS AND THAT YOU WILL ABIDE BY THE GUIDELINES BELOW. IF YOU DO NOT ACCEPT THESE TERMS AND AGREE TO ABIDE BY THESE GUIDELINES, DO NOT LINK TO THIS WEBSITE. If you link to Eagle’s site, you agree that you:

• May link to, but not replicate, Eagle site content
• Shall not frame or otherwise create a browser or border environment around Eagle site content
• Shall not imply that Eagle is endorsing you or your products
• Shall not misrepresent you or your site’s relationship with Eagle
• Shall not present false, misleading, or inaccurate information about Eagle or Eagle’s products on your site or otherwise disparage Eagle’s products
• Shall not use Eagle’s logos without express prior written permission from Eagle
• Shall not include content on your site that is or could be construed as illegal, distasteful, offensive or controversial and shall include on your site only content that is appropriate for all age groups

GOVERNMENT USE

Any software or documentation that may be available on the Website are “commercial items” as defined in FAR 2.101. Therefore, in accordance with FAR 12.211 (Technical data) and FAR 12.212 (Computer software) and, for US Department of Defense Customers, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in commercial computer software or computer software documentation), all US government end users acquire the software and documentation with only those rights set forth herein.

EXPORT COMPLIANCE

You acknowledge and agree to comply with all US laws, regulations, and requirements applicable to the export of US origin products and technology.

The information provided by this site is not intended nor implied to be a substitute for professional medical advice. Always seek the advice of your physician or other qualified healthcare provider prior to starting any new treatment or with any questions you may have regarding a medical condition. Eagle strives to accurately describe its products and to provide updated information on the Website. However, Eagle does not warrant that product descriptions and information on the Website are complete or free from error. Eagle has no obligation to update the Website, and there is a possibility that Website Content may be out of date. Eagle shall not be liable for any damages or injury resulting from your access to, or inability to access, this Internet site, or from your reliance on any information provided at this Internet site. This site may contain information on worldwide products and services, not all of which are available in every location. A reference to a product or service on this site does not imply that such product or service is or will be available in your location. The products referred to on this site may be subject to different regulatory requirements depending on the country of use. Consequently, visitors may be notified that certain sections of this site are intended only for certain kinds of expert users or only for audiences in certain countries. You should not construe anything on this site as a promotion or advertisement for any product or for the use of any product that is not authorized by the laws and regulations of your country of residence.

DISCLAIMERS OF LIABILITY; NO WARRANTY

THE WEBSITE MAY CONTAIN ERRORS AND DEFECTS OR MAY SUFFER INTERMITTENT DOWNTIME AND IS PROVIDED “AS IS,” “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, EAGLE AND ITS AFFILIATES, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY REFERRED TO AS “EAGLE” FOR THE PURPOSES OF THIS SECTION V) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE WEBSITE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY; SATISFACTORY QUALITY; FITNESS FOR A PARTICULAR PURPOSE; NON-INFRINGEMENT OF THIRD-PARTY RIGHTS; THAT ACCESS TO OR OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED, VIRUS FREE, OR ERROR FREE; THAT THE WEBSITE AND OUR SERVERS ARE SECURE; OR AS TO THE ACCURACY, RELIABILITY, QUALITY, OR CONTENT OF ANY INFORMATION, SERVICE, OR PRODUCT PROVIDED ON OR THROUGH THE WEBSITE; AS WELL AS ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; PROVIDED THAT THIS SECTION SHALL NOT OPERATE TO EXCLUDE OR DISCLAIM THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF USE. USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF ANY FILES, INFORMATION, CONTENT, SERVICES, OR OTHER MATERIAL ACCESSED THROUGH OR OBTAINED BY MEANS OF THE WEBSITE.

LIMITATION OF LIABILITY

EAGLE SHALL NOT BE LIABLE TO YOU FOR PERSONAL INJURY, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR LOST PROFITS) UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OF USE, EVEN IF EAGLE HAS BEEN ADVISED OF THE RISK OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE AND/OR WEBSITE CONTENT IS TO CEASE ALL OF YOUR USE OF THE WEBSITE. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions the above limitations and exclusions may not apply to you. In such states or jurisdictions, Eagle’s liability is limited to the extent permitted by law, thereby minimizing Eagle’s liability to you to the lowest amount permitted by applicable law.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless for any loss, damages, or costs, including without limitation, reasonable attorneys’ fees, resulting from any third-party claim, action, or demand resulting from your use of or access to the Website or its products or services, your violation of any third-party proprietary or other rights, or breach of these Terms of Use. You also agree to indemnify us for any loss, damages, or costs, including without limitation reasonable attorneys’ fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.

DISPUTE RESOLUTION; VENUE

You and Eagle agree that we will first attempt to resolve any legal or equitable claim relating to these Terms of Use (referred to as a “Claim”) informally. Accordingly, neither of us may start a formal proceeding (except for Claims involving any violation of the federal trademark or copyright laws, or for injunctive relief) for at least 30 days after one of us notifies the other of a Claim in writing. You will send your notice to Eagle Pharmaceuticals, Inc., at 50 Tice Blvd, Suite 315, Woodcliff Lake, NJ 07677. If we cannot resolve a Claim informally, you and Eagle each agree to submit to personal jurisdiction (in the State of New Jersey) and agree that any and all Claims either of us asserts shall be exclusively brought in the appropriate (New Jersey) or federal court in (New Jersey), provided that neither you nor Eagle shall be precluded from filing a Claim in (New Jersey) small claims court for disputes within the small claims court jurisdictional level.

GOVERNING LAW AND JURISDICTIONAL ISSUES

These Terms of Use and your use of the Website are governed in all respects by the substantive laws of the state of New Jersey and of the United States of America. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed. The Website is intended for and directed to residents of the United States and all information, advertising, and claims contained on the Website are valid in and applicable only to the United States.

SUGGESTIONS AND FEEDBACK

Eagle welcomes feedback or inquiries about our products. If you elect to provide any feedback or comments of any nature to Eagle, all of such feedback and comments shall be the sole and exclusive property of Eagle, and Eagle shall have the right to use such feedback in any manner and for any purpose in Eagle’s discretion without remuneration, compensation, or attribution to you, provided that Eagle is under no obligation to use such feedback.

ENTIRE AGREEMENT, ASSIGNMENT, AND INTERPRETATION

These Terms of Use are the complete and exclusive agreement between you and Eagle, and they supersede all prior or contemporaneous, oral or written, proposals, understandings, representations, conditions, warranties, and all other communications between you and Eagle. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Eagle without restriction. This agreement may not be explained or supplemented by any prior course of dealings or trade by custom or usage. The section headings used herein are for convenience only and shall not affect the interpretation of these Terms of Use. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

CONTACT US

If you have any questions, comments, or concerns about these Terms of Use and/or the Website, please send an email to info@eagleus.com. However, please note that communications made to that address or through the Website’s email and messaging systems shall not be deemed to constitute legal notice to Eagle or any of its officers, employees, agents, or representatives in any situation where notice to Eagle is required by contract or any law or regulation. The Website is © 2018 Eagle Pharmaceuticals, Inc., the Eagle logo and all other associated trademarks and logos used on the Website are trademarks of Eagle Pharmaceuticals, Inc. Other company and product names used herein are properties of their respective owners. All rights reserved.