The Biotivia Longevity Club Agreement

Biotivia LLC Longevity Club Program Agreement Membership. You confirm that you are a person of legal age in the state and country of residence. You agree that it is your responsibility to update your member information whenever necessary to update changes to you address, email address, etc. No Unauthorized Use of the Program. You agree that you will not engage in any activity that does not comply with U.S. law or other applicable law and regulations, or otherwise engage in any illegal, manipulative or misleading activity through the use of the Program. Biotivia will be the sole judge of whether any activity is permitted and decisions by Biotivia are final. Privacy and Security. You will not disclose or allow to be disclosed your ID and password assigned to you for use with the Longevity Club. You accept that any use of your Club user ID or password will be assumed to be your use. If there is a breach of security through your account, you will immediately change your password and notify us of such breach. You agree that, unless you have first notified us immediately of any such breach, we should assume that any instruction transmitted using your user ID and password is yours and has been authorized by you, and we will have no obligation to inquire into the propriety of such instruction. You acknowledge that we will not contact you to solicit your user ID or password. Use of Information. You hereby authorize Biotivia and its contractors and agents to collect any and all information from any credit card processor, issuing bank, other card issuer or any available source with respect to the purchases made using such credit card, debit card, charge card, or other personal or business account or identifier. You authorize to utilize this information to administer the Longevity Club and to charge you for purchases, make refunds when necessary and to amend your account settings per your instructions and the program requirements established by Biotivia LLC. Indemnification and warrantees. The program is provided on an "as is" basis and without express or implied warranties of any kind, including, but not limited to, warranties of title, implied warranties of merchantability, fitness for a particular purpose or non-infringement. We make no warranty as to the quality, accuracy, completeness, or validity of any materials related to the program and do not warrant that the functionality of such program will be uninterrupted or error-free, that defects will be corrected, or that such program or the servers that make it available are free of viruses or other harmful components.

In addition to the foregoing, on occasion, Biotivia LLC or its third party agents may fail to track your Longevity Club status due to computer system failures or interruptions beyond the reasonable control of the tracking party. Neither Biotivia LLC nor third party tracking agent shall be liable for your failure to receive a Longevity Club benefits as a result of a computer system failure or interruption or the failure of any component of the network or Internet.

Indemnification. You agree to indemnify Biotivia LLC, and its officers, directors, employees, successors, agents, and affiliates, for any and all claims, damages, losses and causes of action (including attorneys' fees and court costs) arising out of or relating to your breach of these Terms and Conditions. You agree to cooperate as fully as reasonably required in our defense and settlement of any claim. Biotivia LLC reserves the right to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.

Limitation of Liability. Neither Biotivia LLC or any of its officers, directors, employees, agents, successors, or affiliates are responsible or liable for any special, incidental, consequential, punitive or other indirect damages or for loss of profits, loss of data or loss of use damages, that result from the use of, or the inability to use, the program, the information contained on any website, or any merchandise, products or services offered by clients in conjunction with the program, even if any such person has been advised of the possibility of such damages. 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 our liability will be limited to the extent permitted by law.

In no event will the total liability of Biotivia LLC and its affiliates exempt you from all damages, losses, and causes of action resulting from your use of any part of this website or participation in the program, whether in contract, tort (including negligence), strict liability or otherwise, exceed the amount you paid for products purchased in connection with this program.

Communications. Member and Account Guest Instructions. We may rely on your oral and electronic instructions. In addition, you consent to the monitoring and recording of your and your account guest's telephone conversations with us for training or compliance purposes or to provide a record of your instructions. You agree that we will not be liable for honoring oral instructions received from any person claiming to be you or your account guest, provided normal verification procedures have been followed. We may follow any instructions received by electronic means through the Site just as if you had given such instructions in person, regardless of whether or not you have personally initiated such instructions.

Communications. You consent to the receipt of all reports, transaction confirmations, account statements, correspondence and other information from us electronically through either (i) access to your Account on the Site or (ii) the e-mail address provided by you to us. We will not be responsible for your inability to connect to the Internet or to access the Site or otherwise not to receive electronic communications. Electronic communications are presumed to be delivered to and received by you when sent by us, whether you actually receive them or not. You acknowledge that you have access to hardware and software meeting the system requirements set forth on the Site necessary to receive from us correspondence and records in electronic form. You may withdraw the consent to have those records provided or made available in electronic form by mailing written notice to us. Such request will be made by mailing a written request to Biotivia LLC at 1 River Place, Ste. 1001, NY, NY 10036, USA If you withdraw such consent, we reserve the right to terminate this Agreement.

General. Governing Law. The validity, construction and interpretation of this Agreement, and the rights and duties of the parties hereto, will be governed by and construed in accordance with the laws of California, without regard to its principles of conflicts of law. Each party hereto agrees that all claims relating to this Agreement will be heard exclusively by a state or federal court in Los Angeles County, California. Accordingly, each party hereby consents to the exclusive jurisdiction of any state or federal court in Los Angeles County over any proceeding related to this Agreement, irrevocably waives any objection to the venue of any such court, and irrevocably waives any claim that any such proceeding in such a court has been brought in an inconvenient forum.

Assignment. You may not assign your rights and obligations under this Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void. Biotivia LLC may assign their rights and obligations in the program, in whole or in part, without your consent. These Terms and Conditions will inure to the benefit and burden of the parties hereto and their permitted successors and assigns.

Notices. Any notice by one party hereto to the other will be in writing (which may include e-mail) and either personally delivered, delivered by Internet e-mail, or sent via reputable overnight courier or certified mail, postage prepaid and return receipt requested. Notices will be sent to you at the Internet e-mail address or the mailing address specified on your registration form and to Biotivia LLC at 1 River Place, Ste. 1001, NY, NY 10036, USA, Attn.: Legal Dept, or any other address of which either party hereto may from time to time notify the other in accordance with this notice provision. All notices will be in English and will be deemed effective on the date of personal delivery, upon confirmation of e-mail transmission, upon signed receipt from an overnight courier, or five days after deposit with the U.S. Postal Service.

No Waiver; Severability; Interpretation. The waiver by either party hereto of a breach or default of any provision of these Terms and Condition by the other party hereto will not be construed as a waiver of any succeeding breach or default of the same or any other provision, nor will any delay or omission on the part of either party hereto to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party. If any provision of these Terms and Conditions is held to be invalid, such invalidity shall not effect the remaining provisions. As used herein, the words "include," "includes," and "including" and similar terms shall be deemed followed by the words "without termination."

Relief. You acknowledge and accept that any breach of these Terms and Conditions may irreparably harm us and will not be susceptible of cure by monetary damages. Consequently, if you breach any provision of these Terms and Conditions, we will be entitled to obtain injunctive or other equitable relief in addition to any remedies it may have at law.

Entire Agreement. These Terms and Conditions represents our entire agreement with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter hereof (including earlier versions of these Terms and Conditions that may have been accepted by you through the Biotivia LLC website or otherwise). We reserve the right to modify these Terms and Conditions at any time. Your non-termination and continued membership in Biotivia LLC after notice of any modification will constitute affirmative acceptance by you of such modification and your consent to abide by any terms thereof. You acknowledge that the most recent version of these Terms and Conditions will be located on the Biotivia LLC website under "Terms and Conditions." No other act, document, usage or custom will be deemed to amend or modify these Terms and Conditions.