Welcome to Cadence Health (http://cadenceotc.com (the “Site”)).  By using our Site, you are signifying your assent and agreement to comply with and be bound by the following terms of use.  Please review the following terms carefully prior to using our Site.  If you do not agree to these terms, you should discontinue your use of this Site.  The term “Cadence Health”, “us” or “our” refers to Cadence Health, Inc., the legal name of the owner of the Site, and its successors and assigns.  The term “you” refers to the user or viewer of our Site.

1.  Assent and Agreement.  You assent and agree to the terms and conditions set forth in this Terms of Use Agreement (this “Agreement”) with respect to your use of our Site.  This Agreement constitutes the entire and sole agreement between us and you, and this Agreement supersedes all prior and contemporaneous agreements, representations, warranties and understandings in pertaining to the Site (including without limitation, any content, products or services provided by or through the Site) and the subject matter of this Agreement.  This Agreement may be amended at any time by us, in our sole and absolute discretion, without specific notice to you.  The latest version of this Agreement, as the same may be amended or modified by us from time to time, will be posted on the Site.  You should check periodically for any amendments or modifications of this Agreement, as your use of this Site after we post any such amendments or modifications shall constitute your assent and agreement to the amended or modified terms of use, regardless of whether you have actually reviewed them.  Any changes will be effective only after the effective date of the change and will not affect any dispute arising prior to the effective date of the change.  You must review and accept the terms of this Agreement prior to using the Site.

2. Disclaimer of Warranties and Limitation of Liability;  THIS SITE AND ITS CONTENTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.  Some jurisdictions do not allow the exclusion of certain warranties.  As a result the above may not apply to you. These warranties are hereby excluded to the fullest extent permissible by law.

Limitation of Liability.  UNDER NO CIRCUMSTANCES SHALL CADENCE HEALTH BE LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT MAY ARISE FROM YOUR USE OF, OR INABILITY TO USE, THIS SITE.  Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, Cadence Health’s liability is limited to the greatest extent permitted by law, or the amount paid for your order, whichever is less.

BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” 

3.  Copyright.  The content, organization, graphics, design, compilation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) rights.  The copying, redistribution, use or publication by you of any such matters or any part or aspect of the Site, except in the limited circumstances discussed in Section 4 below, is strictly prohibited.  You do not acquire any ownership rights to the content viewed through the Site.  The posting of content on the Site does not constitute a waiver of any right in said content, as some of the content on the Site may be the copyrighted work of third parties.  We respect the intellectual property rights of others and require that our users do the same.  If you believe that any content available on our Site or any other activity taking place on the site constitutes infringement of your work protected by a copyright law, please notify our agent, designated under the Digital Millennium Copyright Act (17 USC § 512) (the “DMCA”) to respond to such concerns, legal@cadenceotc.com.  You notice must comply with the DMCA.  Upon receipt of a proper notice, we will respond and proceed in accordance with the DMCA.

4.  Service Marks.  “Cadence Health”, and others are our service marks or registered service marks or trademarks.  Other product and company names, graphics, logos, icons, designs, words, titles or phrases displayed on the Site may be the service marks or trademarks of their respective owners, used by us with their permission, and their display on our Site does not imply that a license of any kind has been granted.

5.  Limited License and Permitted Uses.  By agreeing to the terms of this Agreement, you are being granted a non-exclusive, non-transferable, revocable license to:  (i) access and use the Site strictly in accordance with the terms of this Agreement; (ii) use the Site for personal, non-commercial purposes, and (iii) print out information from the Site solely for personal, non-commercial purposes, provided that you comply with and maintain all copyright and other policies contained therein.

6.  Restrictions and Prohibitions on Use.  The above-described revocable license for your access and use of the Site and any information, materials, processes or documents (collectively, the “Content”) therein are subject to the following restrictions and prohibitions on use.  YOU MAY NOT (a) copy, print (except for the express, limited purposes permitted under Section 4 above), republish, display, distribute, transmit, sell, lease or otherwise make available in any form or by any means all or any portion of the Site or any content retrieved therefrom, (b) use the Site or any Content retrieved therefrom to develop any information, storage and retrieval system, database, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, whether through sale, licensing, leasing, subscription or any other mechanism or commercial distribution, (c) create any compilation, database, directory, hard copy publication or other derivative work composed using the Content obtained from or through the Site, (d) use any Content from the Site in any manner that might infringe upon the copyright, intellectual property, proprietary or property right of us or any third-party, (e) remove, alter, or obscure any copyright or other proprietary notice or terms of use contained on the Site, (f) decompile, remove, disassemble or reverse engineer any Site software or use any network monitoring or discovery software to discover or misappropriate the Site architecture, (g) modify, reduce the Site to human perceivable form or create derivative works based upon the Site or any part thereof, (h) disable any licensing or control features of the Site; (i) “frame” the Site or any portion thereof or otherwise cause the Site or its contents to appear to be provided by anyone except Cadence Health; (j) introduce into the Site any virus or other code or routine intended to disrupt or damage the Site, or alter, damage or delete any Content, or retrieve or record information about the Site or its users; (k) merge the Site or Content with another program or create derivative works based on the Site or Content;  (l) use any manual or automatic “phishing” process to harvest information from the Site, (m) use the Site for the purpose of compiling information for the transmittal of (i) unsolicited commercial e-mail, (ii) e-mail that makes use of headers, invalid or nonexistent domain names, and (iii) unsolicited direct mailing, telephone calls or facsimile transmissions, (m) use the Site in any manner that violates any state or federal law regulating the use of electronic media for the purposes of solicitation, or (o) otherwise act in a fraudulent, illegal, malicious or negligent manner when using the Site.  Except as expressly provided herein, Cadence Health and the third parties reserve all rights with respect to the Site, and may pursue all legally available options under both civil and criminal laws (and may cooperate with law enforcement agencies) in the event of any violations.

7. Prohibition on Scripts, Bots, Third Parties, etc.  You shall not access or use the Site by means of any automated program, expert system, electronic agent or “bot,” and shall not give any person or entity access to the Site. 

8. Prohibition on Scraping.  You are prohibited from “scraping,” copying, republishing, licensing, or selling the data or information on the Site if you do so for commercial purposes.

9.  Linking to the Site.  You may provide links to the Site, provided that (i) you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, this Agreement or any other notices on the Site, (ii) your site does not engage in any illegal, vulgar or pornographic activities, and (iii) you discontinue providing links to our Site immediately upon request by us.

10.  Registration.  Certain sections of and offerings from the Site may require you to register.  If registration is requested, you agree to provide us with accurate, complete registration information.  Each registration is for your personal use only.  You are solely responsible for preventing the unauthorized use of your personal registration, including any username or password provided to you by us, by (a) any other person using the registration under your name, or (b) access being provided to multiple users on a network under one registration.  All information to which you have access through any password-protected section of the Site shall be treated a strictly confidential by you.

11. Errors, Corrections and Changes.  WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE FOLLOWING:  (I) THAT THE SITE WILL BE ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (II) THAT SITE DEFECTS WILL BE CORRECTED, OR (III) THAT THE INFORMATION AVAILABLE ON OR THROUGH THE SITE WILL BE CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE.  We may make changes to the features, functionality or content of the Site at any time.  We reserve the right, in our sole and absolute discretion, to edit or delete any documents, information or other content appearing on the Site, for any reason whatsoever.

12. Third-Party Content.  Third-party content may appear on the Site or may be accessible via links from the Site.  Such links to third-party sites or content are for your convenience only and you access them at your own risk.  WE ARE NOT RESPONSIBLE FOR AND ASSUME NO LIABILITY FOR ANY MISTAKES, MISSTATEMENTS, DEFAMATORY CONTENT, OMISSIONS, FALSEHOODS, OR ANY OBSCENE, PORNOGRAPHIC OR PROFANE CONTENT IN THE STATEMENTS, OPINIONS, REPRESENTATIONS OR ANY OTHER FORM OF CONTENT ON THE SITE.  You understand that the information and opinions in the third-party content represent solely the thoughts of the author and are neither endorse by nor reflective of our beliefs. Cadence Health includes these third-party links solely as a convenience to you.  The presence of a link does not imply an endorsement of the linked site, its operator, or its contents, or that Cadence Health is in any way affiliated with the linked site. The Site does not incorporate any materials appearing in such linked sites by reference.  Cadence Health reserves the right to terminate a link to a third party web site at any time.  The third party sites are not controlled by Cadence Health, and may have different terms of use and privacy policies, which Cadence Health encourages you to review

13. Unlawful Activity.  We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including, without limitation, reporting any suspected unlawful activity to law enforcement officials, regulators or other third-parties persons agencies or entities and disclosing any information necessary or appropriate to such persons, agencies or entities relating to your profile, e-mail address, usage history, posted materials, IP address and Site traffic information.  YOU HEREBY CONSENT AND AGREE THAT WE MAY MAKE THESE DISCLOSURES.

14. Indemnification.  By agreeing to the terms of this Agreement, you hereby agree to indemnify, defend and hold us and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third-party suppliers, advertisers, product and service providers and affiliates (collectively, the “Affiliated Parties”) harmless from any liability, loss, claim, injury and expense related to your violation of this Agreement or your use of the Site.

15.  Limitation of Liability.  We and any Affiliated Party shall not be liable for any loss, injury, claim, liability or damage of any kind resulting in any way from (a) any errors in or omissions from the Site or any services or products obtainable therefrom, (b) the unavailability or interruption of the Site or any features thereof, (c) you use of the Site, (d) the content contained on the Site, or (e) any delay or failure in performance beyond the reasonable control of the Site.  IN NO EVENT SHALL OUR AND ANY OF OUR AFFILIATED PARTIES’ AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER BASED IN CONTRACT, TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE.

16. Use of Information.  We reserve the right and you hereby authorize us to use and assign all information regarding the Site uses by you and all information provided by you in any manner consistent with our Privacy Policy.  All remarks, suggestions, ideas, graphics, photographs or other information communication by you to us (collectively, a “Submission”) will forever be perpetually licensed to us.  We will not be required to treat any Submission as confidential, and will not be liable for any ideas (including, without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products services or operations.  Without limitation, we will have a license to use all present and future existing rights to the Submission of every kind and nature.  We will be entitled to use the Submission for any commercial or other purpose whatsoever, without first obtaining your consent or providing compensation to you or any other person sending the submission.  You acknowledge and agree that you are responsible for whatever material you submit, and that it is you, not us, who has full responsibility for the Submission, including its legality, reliability, appropriateness, originality and copyright.  In compliance with the Children’s Online Privacy Protection Act, of 1998, http://cadenceotc.wpengine.com does not accept registrations from those less than 13 years of age.  By registering with httpo://cadenceotc.com, you represent that you are at least 13 years old.  If you are under the age of 16, please get a parent or guardian’s permission before signing up for email communications, taking part in any chat room, Web log, Web-based community or any other forum on or accessed through our Site (collectively, a “Web Forum”).  You should never reveal any personal or private information (e.g., your full name, telephone number, e-mail address, home address, school you attend, etc.) about yourself, or anyone else, to anyone you come into contact with on a Web Forum accessed on or through our Site.

17.  Links to Other Web Sites.  Our Site may contain links to other Web sites.  We are not responsible for the content, accuracy, reliability or opinions expressed in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy, reliability or completeness by us.  The inclusion of any linked Web site on our Site does not imply our approval or endorsement thereof.  If you decide to leave our Site and access any such third-party Web site, you do so at your own risk.  WE ASSUME NO RESPONSIBILITY FOR ANY LOSS, DAMAGE OR INJURY RESULTING FROM YOUR ACCESSING SUCH THIRD-PARTY WEB SITES.

18.  Legal Compliance.  You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations pertaining to your use of the site and the Content and materials provided therein.  You hereby represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

19.  Miscellaneous.  This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles.  Any cause of action by you with respect to the Site (and/or any information, documents, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred.  All actions shall be subject to the limitations set forth in Sections 14 and 15.  The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.  Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement.  This Agreement, along with any agreements incorporated herein, are your personal information may be automatically assigned by us in our sole discretion to a third-party in the event of an acquisition, sale or merger.  If any provision of this Agreement is held illegal, invalid or unenforceable for any reason, that provisions shall be enforced to the maximum extent permissible, and the other provisions of this Agreement shall remain in full force and effect.  If any provision of this Agreement is held illegal, invalid or unenforceable, it shall be replaced, to the extent possible, with a legal, valid, and enforceable provision similar in tenor to the illegal, invalid or unenforceable provision.  To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall be controlling.  Our failure to enforce any provision of this Agreement shall not be deemed a waiver thereof, nor shall any such failure to enforce be deemed a waiver by us of the right to enforce such provision.  Our rights under this Agreement shall survive the termination of this Agreement.  The title, headings and captions of this Agreement are provided for convenience only and shall have no effect on the construction of the terms of this Agreement.

20.  Termination.  You agree that Cadence Health or its successors and assigns, as owner of Cadence Health, may, in its sole discretion, terminate your access to the Site without notice and remove and discard any Content that you have posted on the Site.  You agree that your access to the Site may be terminated by us for your failure to comply with any provision of this Agreement, or for any other reasons, or for no reason at all, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Site.  You further agree that we shall not be liable to you or any third-party for any terminate of your access to the Site.  Without limiting the foregoing, this Agreement is effective until terminated by either party.  You agree and acknowledge that each time you (a) access or provide any information or Content on or through the Site (including but not limited to any Content or Web Forums), or (b) enter into any correspondence or transaction in connection with products or services supplied by us or any Affiliated Party, each such action constitutes a separate, discrete transaction based on the then prevailing terms of use.

21. Not Authorized to Do Business In Every Jurisdiction.  Cadence Health is not authorized to do business in every jurisdiction.  Information published on this Site may contain references or cross-references to goods or services that are not available in your state or country.

Contact Us

For further information, or inquiries about this Agreement, please contact:

Cadence Health, Legal Department, 1440 Broadway, Suite 750, Oakland, CA 94612; legal@cadenceotc.com

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

NOTE: THE FOLLOWING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING THE SERVICE PROVIDERS REFERENCED BELOW THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.  

Pursuant to Title 17, U.S. Code, Section 512(c)(2), written notification must be submitted to the following Designated Agent:   

Cadence Health, Legal Department, 1440 Broadway, Suite 750, Oakland, CA 94612; legal@cadenceotc.com

To be effective, the Notification must include the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;

4. Information reasonably sufficient to permit the service provider to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;

5. A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

6. A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.