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Terms and Conditions THE ASTOR PHARMACEUTICALS PRICE POLICY: We endeavor to maintain prices for the duration of a catalog, but we reserve the right to make price adjustments in response to manufacturers' price increases or extraordinary circumstances. Prices are subject to change without notice. Astor Pharmaceuticals LLC,. ("Astor Pharmaceuticals LLC") and customer agree that the terms and conditions hereinafter set forth shall govern the relationship between Astor Pharmaceuticals LLC and the customer to the extent that the parties do not have a written agreement in effect that conflicts with such terms and conditions. Customer acknowledges and accepts all such terms and conditions by placing an order for goods with Astor Pharmaceuticals LLC, and upon Astor Pharmaceuticals LLC's delivery of the order to the customer. Choose Your Payment Method Reduce the cost and administration of paying Astor Pharmaceuticals LLC – Pay electronically (ACH Debit) or set up AutoPay. Please call Customer Service for details. For your convenience, we provide several payment alternatives. Orders billed to your account may be paid by ACH, Debit, Credit Card or Check. If you prefer, you may use your Credit Card, American Express, Visa, MasterCard or Discover Card when placing your order. All sales are subject to our normal terms and conditions. All sales are subject to credit approval. Invoices are payable within agreed terms of sale. Open Accounts Receivable: All unpaid accounts receivable past due are subject to a 1.5% finance charge. DELIVERY TERMS: Delivery dates are not guaranteed. Purchase orders are subject to product availability. Customers' sole and exclusive remedy for failure to deliver shall be refund of monies paid for the products at issue. Unless otherwise agreed, freight terms are FOB Shipper's Dock ("Ex Works" outside North America). Except as noted below, title passes at the time the shipment is loaded at the shipper's dock. California: For all shipments of goods to customers located within California, title will pass upon receipt of goods by California customers. Continental U.S.: All orders will be subject to a handling charge. This charge includes freight, except for additional carrier charges related to special delivery services and hazardous material shipments. Special orders are subject to additional freight charges. Alaska, Hawaii & Pacific Protectorates: Standard shipping methods provide direct, reduced cost, expedited air delivery service to all accounts in Alaska and Hawaii. Customers in the Pacific Protectorates are offered direct surface transport, or postal services for reliable delivery. No additional surcharges apply, except when special services are requested. Low-level hazardous items (dangerous goods in accepted quantities and Consumer Commodity ID 8000) are now available via UPS 2nd-day air. Guam, Puerto Rico, U.S. Trust Territories & Virgin Islands: •All orders will be subject to a handling charge. This charge includes freight through the United States Postal Service (USPS). •Special delivery orders and hazardous material shipments can be shipped via United Parcel Services (UPS) for an additional charge. No minimum order amount or weight applies. Speak to your International Representative for details. Outside U.S. (50 states): If your order is being shipped outside the U.S. (50 states), please refer to the International Terms & Conditions at Astor Pharmaceuticals LLConline.com. Unless otherwise agreed, freight terms are FOB Shipper's Dock ("Ex Works" outside North America). Title passes at the time the shipment is loaded at the shipper's dock. Customer is responsible for compliance with any applicable import requirements. RX PRODUCTS & CONTROLLED SUBSTANCES: •Regulations require us to limit the sale of Rx and controlled substances only to registered, licensed healthcare professionals. If you are a new customer or have recently moved, please furnish us with a copy of your updated state or federal registrations verifying your shipping address. Please note that all orders for controlled substances are subject to a due diligence review process. Schedule II controlled substances can be ordered electronically or by mail. For more information on our Controlled Substance Ordering System please call. •Astor Drugs restricts the sale or other transfer of medications to prisons/correctional facilities for use in lethal injections, based on our manufacturer agreements. The goods Astor Drugs sells are intended to be used for their label-approved purposes or applicable standards of care, which do not include human lethal injection. THE DRUG SUPPLY CHAIN SECURITY ACT (DSCSA): (MN, DM, WH, M2) The Drug Supply Chain Security Act (DSCSA) information related to prescription drug products is available on our website www.AstorDrugs.com. If you have any problems accessing our website or would like to receive a copy of DSCSA documentation via fax, mail or e-mail, please contact our customer service department at 1-631-888-9052 . REGULATORY REQUIREMENT: Local regulatory requirements may apply to use or installation of certain products. Be sure to understand and comply with any such requirements prior to purchase, use, or installation of products. RETURNS: WE CANNOT ACCEPT ANY RETURNS WITHOUT PRIOR AUTHORIZATION. To arrange for a return, simply call our Customer Service department or contact your Sales Consultant. The following conditions must be complied with: •All returns must be accompanied by a copy of your invoice and a reason for the return. •Merchandise must be returned in its original unopened container, unmarked, and properly packaged. •Returned products must have been purchased within the previous thirty (30) days. Any returns past thirty (30) days are subject to a restocking fee. •Shortages or errors in shipments must be reported within seven (7) days of invoice date to issue credit (if applicable). •Shipping charges will apply on all returns. Exceptions: The following special, customized, or government-regulated items are not returnable: •Immune globulin products •Special order items (products that we do not ordinarily stock) •Personalized and imprinted items •Opened computer hardware and software Hazardous/flammable materials •Expired products •Items that cannot be returned to the manufacturer •Any item marked nonreturnable •Items required to be shipped and stored frozen •Any drop-shipped products Equipment: Opened and used equipment may not be returned for credit. Before opening equipment, we suggest that you check the shipping container and packing list to ensure that you are getting exactly what you ordered. Equipment must be returned in the original unopened packaging, unmarked and properly packaged. Special order equipment is not returnable. All equipment returns are subject to a restocking fee. Equipment is backed by the manufacturer's repair or replacement warranty. Please read and return all warranty information required immediately upon taking delivery of your new equipment. Open or defective equipment is subject to the manufacturer's warranty. Prescription Drug Returns: Please note that, in order to comply with Federal and State traceability requirements, prescription drugs may be returned providing that the following key elements are met: 1.Returns of prescription drugs will only be accepted if Astor Drugs is notified within 30 calendar days of shipment date and valid return authorization is issued by Astor Drugs. 2.The Prescription Drug Marketing Act requires any customer returning prescription drugs to complete and return a Prescription Drug Return Authorization form. Federal law requires that the healthcare entity returning prescription drugs document that the product was kept under proper storage and handling conditions while in their possession and during the return of the product. To get a copy of the form and proper return authorization, please contact Customer Service. 3.In addition, traceability regulations require that the healthcare entity returning prescription drugs certifies that the product being returned is the same exact product purchased from Astor Drugs. 4.Astor Pharmaceuticals LLC will not issue credit for any returned prescription drugs which return was not authorized as provided herein, have been tampered with or where the labeling has been altered in any way. INSTITUTIONAL & CORPORATE ACCOUNTS: Terms of Sale follow the same guidelines unless denoted differently in a contract. Some offers and promotions outlined in the catalog may not apply. Requests for bids and proposals may be sent to: Astor Pharmaceuticals LLC 665 Union Ave Suite 3 Holtsville NY 11742 INTERNATIONAL AND CANADIAN ORDERS: We proudly serve healthcare professionals, governments, and dealers throughout the world. To place orders or for inquiries on export terms and conditions please contact the International Department (USA) at, phone: 631-888-9052 ARBITRATION: All Claims related to or arising under or relating to this Agreement are to be exclusively and finally determined by binding arbitration in the state of New York, or another location mutually agreeable to the parties. Any and all Claims must be arbitrated on an individual basis, and there shall be no right or authority for any Claims or disputes to be arbitrated on a class action or collective basis. For avoidance of doubt, each party irrevocably waives any right to: (i) have any Claim resolved in connection with any class action or collective action, or (ii) recover any damages or relief directly or indirectly as part of any class action or collective action. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association, or if applicable, under its Procedures for Large, Complex Commercial Disputes. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in the disputed subject matter and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be or has been at any time employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction. To the extent that any Claim or dispute is determined to not be subject to arbitration, all other Claims or disputes that would otherwise be subject to arbitration must be arbitrated. As used in this Agreement, "Claims" shall mean any and all liabilities, disputes and expenses whatsoever including, without limitation, claims, adversary proceedings (whether before a court, administrative agency or any other tribunal), damages (whether compensatory, multiple, exemplary or punitive), judgments, awards, penalties, settlements, investigations, costs, responses to subpoenas or other governmental directives and reasonable attorneys' fees and disbursements with respect to any claims that may be sustained, suffered or incurred by a Party hereto. WARRANTIES: Astor Pharmaceuticals LLC will pass through to the customer, at the time of sale, any transferable product warranties, indemnities and remedies provided to Astor Pharmaceuticals LLC by the applicable manufacturer. EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE EXTENT PERMITTED BY LAW, ASTOR PHARMACEUTICALS LLC PROVIDES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND THE CUSTOMER SHALL LOOK TO THE MANUFACTURER OF THE PRODUCT FOR ANY WARRANTY THEREON. LIMITATION OF LIABILITY: The customer agrees to look solely to the manufacturer of the product for any claim arising due to loss, injury, damage or death related to the use or sale of products. ASTOR PHARMACEUTICALS LLC SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND LOSS OF GOODWILL, ARISING FROM OR RELATING TO ANY BREACH TO THIS AGREEMENT (OR ANY DUTY OF COMMON LAW, AND WHETHER OR NOT OCCASIONED BY THE NEGLIGENCE OF ASTOR PHARMACEUTICALS LLC OR ITS AFFILIATES), REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. DISCOUNTS, REBATES AND DISCLOSURES: Invoice or statement prices may reflect or be subjected to a bundled discount or rebate pursuant to purchase offer, promotion or discount program. You must fully and accurately report to Medicare, Medicaid, Tricare and/or any other federal or State program, upon request by such program, the discounted price(s) or net price(s) for each invoiced item, after giving effect to any applicable discounts or rebates, which price(s) may differ from the extended prices set forth on your invoice. Accordingly, you should retain your invoice and all relevant information for your records. It is your responsibility to review any agreements or other documents, including offers or promotions, applicable to the invoiced products/prices to determine if your purchase(s) are subject to a bundled discount or rebate. Any such discounts must be calculated pursuant to the terms of the applicable purchase offer, promotion or discount program. Participation in a promotional discount program is only permissible in accordance with discount program rules. By participation in such program, you agree that, to your knowledge, your practice complies with the discount program requirements. IS-8/27/18-6.1 Back to top Website Terms of Use ________________________________________ SCOPE These Legal Terms and Conditions apply to the entire Astor Pharmaceuticals LLC Website and all portions of the site contained therein (excluding links to other Websites as provided below), including, but not limited to, the Astor Pharmaceuticals LLC Corporate, Astor Pharmaceuticals LLC Dental, Astor Pharmaceuticals LLC Medical, Astor Pharmaceuticals LLC Technology, and Astor Pharmaceuticals LLC Worldwide portions of the company Website. These Legal Terms and Conditions shall apply to any future portions of the Astor Pharmaceuticals LLC Website (excluding links to other Websites as provided below) unless otherwise stated. USE OF THIS WEBSITE Use of this Website and access to the material it contains is subject to the following Legal Terms and Conditions as well as to applicable laws. Your access to and browsing of this Website constitutes your full acceptance of these Legal Terms and Conditions. We reserve the right, at our sole discretion, to update or revise these Legal Terms and Conditions. Please check the Legal Terms and Conditions periodically for changes. Your continued use of this site following the posting of any changes to the Legal Terms and Conditions constitutes acceptance of those changes. NO UNLAWFUL OR PROHIBITED USE As a condition of your use of this Website, you will not use the Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Website in any manner that could damage, disable, overburden, or impair any Astor Drugs server, or the network(s) connected to any Astor Pharmaceuticals LLC server, or interfere with any other party's use and enjoyment of the Website. You may not attempt to gain unauthorized access to any computer systems or networks connected to any Astor Pharmaceuticals LLC server or other systems, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website. By using this website, you agree to abide by all restrictions set forth herein with respect to the access and use of this website and all information contained therein (the "website information"). Your use of the access credentials to this website is personal to you and such credentials may not be shared with or used by third parties. You will not permit any third-party to directly or indirectly access the website through your logon information. All website information is for your own personal use and may not be shared with third parties, even if they are analyzing such information for you. You may not transfer, redistribute, license or sublicense, copy, reverse-engineer, disassemble, attempt to derive the source code for, modify, or create derivative works of the website information. You may not either directly or through the use of any software, device, internet site, web-based service or other means download, stream capture, store in a database, archive sell, rent, lease, copy, lend, broadcast, transmit or otherwise disseminate, or distribute any part of the website information. Astor Pharmaceuticals LLC reserves the right to revoke access to this website for any reason, including but not limited to any use in violation of these terms. Astor Pharmaceuticals LLC makes no representation that the Website is appropriate or available for use in locations outside the United States, and accessing the Website from territories where such content is illegal is prohibited. Those who choose to access this Website from locations outside the United States do so at their own initiative and are responsible for compliance with all applicable laws. SECURITY You are responsible for maintaining the confidentiality of your logon information, and are fully responsible for all activities that occur under your password or user name. You agree (a) to immediately notify Astor Pharmaceuticals LLC of any unauthorized use of your password or user name or any other breach of security, and (b) to ensure that you exit from your account at the end of each session. LINKS TO OTHER WEBSITES This Website may contain links to other Websites not owned or managed by Astor Pharmaceuticals LLC or its affiliates. Astor Pharmaceuticals LLC provides such links solely for the convenience of our visitors. Astor Pharmaceuticals LLC is not responsible for the accuracy, legal or regulatory compliance, decency, or any other aspect of the content of such sites, and such sites are not investigated, monitored, or checked for accuracy or completeness by Astor Pharmaceuticals LLC. The inclusion of links to such sites does not imply approval or endorsement of the site by Astor Pharmaceuticals LLC or any association with its operators. We urge you to read the terms of use policies on linked Websites before utilizing their products or services as Astor Pharmaceuticals LLC is not responsible for these areas. PROPRIETARY RIGHTS Copyrights. Astor Pharmaceuticals LLC is the owner or licensee of all copyrights in and to the content on this Website, including without limitation, (i) all materials, documentation, text, data, graphics, graphs, charts, buttons, photographs, videos, typefaces, music, sounds, HTML code, and interfaces contained on this Website; and (ii) the design, selection and arrangement of this Website. All rights reserved. Unless otherwise specified, you are granted a personal, non-exclusive, non-transferable, limited right to access, use, and display this Website and the materials provided hereon for the purpose of obtaining and reviewing your account information. Specifically, you are granted permission to view or download a single copy of the material on the Website solely to access our services, place orders, and review your account information. When content is downloaded to your computer, you do not obtain any ownership interest in such content, any modifications of the content, or any use of the content for any other purpose than that expressly permitted herein. Ownership of all such content shall at all times remain with Astor Pharmaceuticals LLC or its licensors. Astor Pharmaceuticals LLC and its licensors reserve all rights not expressly granted to you. Use of the copyrightable material on this Website for any purpose not expressly authorized herein without the prior written permission of Astor Pharmaceuticals LLC or its licensors is forbidden. Trademarks. All trademarks, service marks, trade names, logos, and other designations (collectively the "Marks") are the sole property of Astor Pharmaceuticals LLC, or other third parties that have granted Astor Pharmaceuticals LLC the right and license to use such Marks. Nothing contained on this Website should be construed as granting any license or right to use any such Marks without the written permission of Astor Pharmaceuticals LLC or such third party that may own the Marks displayed. Your Information. We reserve the right, and you authorize us, to use and freely assign all information regarding the use of this Website by you and all information provided by you in any manner consistent with our Privacy Statement, to read our Privacy Statement, which is incorporated into these Legal Terms and Conditions by reference. TYPOGRAPHICAL OR OTHER ERRORS While Astor Pharmaceuticals LLC takes reasonable care and skill to provide information which is accurate and up to date when first included on the Website, typographical and other errors may nevertheless occur. Astor Pharmaceuticals LLC does not undertake to update or correct such information and reserves the right to modify, delete and rearrange any or all of the contents of this Website at any time without notice to you. While Astor Pharmaceuticals LLC makes reasonable efforts to prevent unauthorized tampering with the Website, Astor Pharmaceuticals LLC does not guarantee that its efforts will always be successful. Therefore, as set below, Astor Pharmaceuticals LLC does not warranty that the Website materials will be error-free, and disclaims any liability for such errors. DISCLAIMER OF WARRANTIES ASTOR PHARMACEUTICALS LLC MAKES NO REPRESENTATION AS TO THE ACCURACY, TIMELINESS, OR COMPLETENESS OF THE WEBSITE MATERIALS OR ANY SOFTWARE INSTALLED BY YOU IN CONNECTION WITH THE USE OF THIS WEBSITE. ASTOR PHARMACEUTICALS LLC PERIODICALLY AMENDS, CHANGES, ADDS, DELETES, UPDATES OR ALTERS THE INFORMATION, INCLUDING, WITHOUT LIMITATION, THE LEGAL TERMS AND CONDITIONS, AT THE WEBSITE WITHOUT NOTICE. FURTHER, ASTOR PHARMACEUTICALS LLC ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE WEBSITE OR ANY SOFTWARE INSTALLED BY YOU IN CONNECTION WITH THE USE OF THIS WEBSITE. ASTOR PHARMACEUTICALS LLC SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE INFORMATION ON THE WEBSITE. YOU ARE RESPONSIBLE FOR VERIFYING ALL INFORMATION LOCATED ON THIS SITE. ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE (THE "CONTENT") ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE CONTENT IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. Astor Pharmaceuticals LLC makes no representation that the Website or its contents are appropriate for use in every country of the world. Your use of this Website is at your own risk and you are responsible for compliance with applicable local laws, keeping in mind that access to the Website may not be legal by certain persons or in certain jurisdictions. Some states or nations may not allow the disclaimer of certain warranties, so the above limitations may not apply to you in all cases. LIMITATION OF LIABILITY Use of the Astor Pharmaceuticals LLC Website or any software application installed by you in connection with the use of this Website, is at your sole risk. While Astor Pharmaceuticals LLC makes reasonable efforts to ensure the safety and functionality of our Website and any software applications associated with its Website, these efforts may fail and errors may occur. IN NO EVENT SHALL ASTOR PHARMACEUTICALS LLC OR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE CONTENT OF THIS SITE OR ANY SOFTWARE APPLICATION ASSOCIATED WITH THIS WEBSITE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, COMPUTER VIRUS OR SYSTEM FAILURE, OR LOSS OF DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS WEBSITE (OR THE CONTENT PROVIDED AT THIS WEBSITE ON ANY WEBSITE RELATED TO ANY THIRD PARTY), OR ANY SOFTWARE APPLICATION INSTALLED IN CONNECTION WITH THE USE OF THIS WEBSITE OR USERS' INABILITY TO USE THE CONTENT CONTAINED IN THIS WEBSITE (OR ANY OTHER WEBSITE), ON ANY THEORY OF LIABILITY. ASTOR PHARMACEUTICALS LLC WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED BY OR ARISING FROM YOUR RELIANCE ON THE CONTENT OF THIS SITE. THESE WAIVERS APPLY EVEN IF ASTOR PHARMACEUTICALS LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ASTOR PHARMACEUTICALS LLC'S LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO ASTOR PHARMACEUTICALS LLC FOR ACCESSING THIS WEBSITE OR INSTALLING ANY SOFTWARE APPLICATION ASSOCIATED WITH THIS WEBSITE. OUR MAXIMUM LIABILITY TO YOU IF YOU PURCHASE GOODS FROM US WILL BE EQUAL TO THE PURCHASE PRICE YOU PAY FOR THE GOODS. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY REMEDY PROVIDED UNDER THESE LEGAL TERMS AND CONDITIONS FAILS OF ITS ESSENTIAL PURPOSE. Some states do not allow the exclusion of liability for consequential damages, so the above limitations may not apply to you in all cases. FORWARD LOOKING STATEMENTS THE CONTENT TOGETHER WITH ANY DOCUMENTS ISSUED BY ASTOR PHARMACEUTICALS LLC OR ANY OF ITS AFFILIATES, SERVICE PROVIDERS, OR BUSINESS PARTNERS AND AVAILABLE THROUGH ASTOR PHARMACEUTICALS LLC'S WEBSITES MAY CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THOSE STATEMENTS MAY APPEAR IN A NUMBER OF PLACES IN THE SITE AND CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY," "COULD," "EXPECT," "ANTICIPATE," "INTEND," "BELIEVE," "PLAN," "ESTIMATE," "FORECAST," "PROJECT," OR OTHER COMPARABLE TERMS OR THE NEGATIVE THEREOF. THE COMPANY PROVIDES THE FOLLOWING CAUTIONARY REMARKS REGARDING IMPORTANT FACTORS WHICH, AMONG OTHERS, COULD CAUSE FUTURE RESULTS TO DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS, EXPECTATIONS AND ASSUMPTIONS EXPRESSED OR IMPLIED HEREIN. THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN ARE BASED ON THEN-CURRENT EXPECTATIONS OF MANAGEMENT. ALL FORWARD-LOOKING STATEMENTS MADE BY US ARE SUBJECT TO RISKS AND UNCERTAINTIES AND ARE NOT GUARANTIES OF FUTURE PERFORMANCE. FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN FACTORS, RISKS AND UNCERTAINTIES THAT MAY CAUSE OUR ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS, OR INDUSTRY RESULTS, TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THOSE FACTORS, RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, THE FACTORS DESCRIBED UNDER "RISK FACTORS" DISCUSSED IN OUR PERIODIC FILINGS MADE WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY CAUTIONS THAT THESE FACTORS MAY NOT BE EXHAUSTIVE AND THAT MANY OF THESE FACTORS ARE BEYOND THE COMPANY'S ABILITY TO CONTROL OR PREDICT. ACCORDINGLY, FORWARD-LOOKING STATEMENTS SHOULD NOT BE RELIED UPON AS A PREDICTION OF ACTUAL RESULTS. THE COMPANY UNDERTAKES NO DUTY AND HAS NO OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS. INDEMNIFICATION BY USER You agree to defend, indemnify, and hold harmless Astor Pharmaceuticals LLC and its affiliates, parents, subsidiaries, and their respective employees, agents, contractors, officers, directors, successors and assigns from all liabilities, claims, damages and expenses, including without limitation attorneys' fees and costs, that arise from your use, misuse of this site or use of any software application associated with the use of this Website. TERMINATION Astor Pharmaceuticals LLC shall have the right immediately to terminate this agreement with you and your use of the Website if it determines in its sole discretion that you have breached any of these Legal Terms and Conditions or otherwise been engaged in conduct which Astor Pharmaceuticals LLC determines in its sole discretion to be unacceptable. CHOICE OF LAW AND FORUM These Legal Terms and Conditions shall be governed by and construed in accordance with the laws of the state of New York, without regard to such state's rules regarding conflicts of laws. By accessing this Website, you agree that courts located in the Eastern and Southern Districts of New York or in the counties within those federal judicial districts shall have exclusive jurisdiction over all claims and actions arising out of or relating to these Legal Terms and Conditions and/or your use of this site, and you further agree and submit to the exercise of personal jurisdiction of such courts and consent to extra-territorial service of process for the purpose of litigating any such claim or action. RECORDS A printed version of these Legal Terms and Conditions and of any notice given in electronic form will be admissible in judicial or administrative proceedings relating to these Legal Terms and Conditions to the same extent and subject to the same conditions as other business documents originally generated and maintained in printed form. For purposes of any dispute, Astor Pharmaceuticals LLC's records shall be conclusive in all respects. INTEGRATION AND SEVERABILITY These Legal Terms and Conditions constitute the entire agreement between you and Astor Pharmaceuticals LLC with respect to this Website and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Astor Pharmaceuticals LLC with respect to this site. If any part of these Legal Terms and Conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.