The Websites provide information on Mederma products developed by HRA Pharma to treat skin conditions, such as scars, stretch marks, and dry skin. Our Websites are not medical services websites or services and are not intended to be a substitute for medical diagnosis or advice of qualified physicians. If you think that you have a medical emergency, call your doctor or 911 immediately.
2. Acceptable Use of Our Websites
You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Websites. You will not:
• Sell, resell or commercially use our Websites;
• Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Websites, except as expressly permitted by us or our licensors;
• Modify our Websites, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Websites;
• Use our Websites other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Websites or that could damage, disable, overburden or impair the functioning of our Websites in any manner;
• Reverse engineer any aspect of our Websites or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Websites;
• Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Websites;
• Develop or use any applications that interact with our Websites without our prior written consent;
• Bypass or ignore instructions contained in our robots.txt file; or
• Use our Websites for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
Enforcement of this Section 2 is solely at our discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 2 does not create any private right of action on the part of any third party or any reasonable expectation that the Websites will not contain any content that is prohibited by such rules.
3. Ownership; Limited License
The Websites, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by us or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Websites are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Websites for your own personal, noncommercial use. Any use of the Websites other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
“HRA Pharma”, “Mederma”, “You are amazing!”, and our logos, our product or service names, our slogans and the look and feel of the Websites are trademarks of HRA Pharma and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Websites are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about HRA Pharma, Mederma, or our Websites (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in our sole discretion. You understand that we may treat Feedback as non-confidential.
6. Third-Party Content
We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Websites (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. HRA Pharma does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless HRA Pharma and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “HRA Pharma Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Websites; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Websites. You agree to promptly notify HRA Pharma Parties of any third-party Claims, cooperate with HRA Pharma Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the HRA Pharma Parties will have control of the defense or settlement, at our sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and us or the other HRA Pharma Parties.
Your use of our Websites is at your sole risk. Except as otherwise provided in a writing by us, our Websites and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, HRA Pharma does not represent or warrant that our Websites are accurate, complete, reliable, current or error-free. While we attempt to make your use of our Websites safe, we cannot and do not represent or warrant that our Websites or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Websites.
9. Limitation of Liability
To the fullest extent permitted by applicable law, HRA Pharma and the other HRA Pharma Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if HRA Pharma or the other HRA Pharma Parties have been advised of the possibility of such damages.
The total liability of HRA Pharma Parties for any claim arising out of or relating to these Terms or our Websites, regardless of the form of the action, is limited to the amount paid by you to use our Websites.
The limitations set forth in this Section 9 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of HRA Pharma Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
10. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with us and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.
No Representative Actions. You and HRA Pharma agree that any dispute arising out of or related to these Terms or our Websites is personal to you and HRA Pharma and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Arbitration of Disputes. Except for small claims disputes in which you or we seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or we seek injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and HRA Pharma waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Websites resolved in court. Instead, for any dispute or claim that you have against HRA Pharma or relating in any way to the Websites, you agree to first contact us and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to us by email at v.breon-normand@HRA-PHARMA.COM or by certified mail addressed to Laboratoire HRA PHARMA, 200 Avenue de Paris, 92320 Chatillon, France. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and we cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Morris County, New Jersey or may be conducted telephonically or via video conference, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
You and HRA Pharma agree that these Terms affect interstate commerce and that the enforceability of this Section 10 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The arbitrator, HRA Pharma, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
You and we agree that for any arbitration you initiate, you will pay the filing fee and we will pay the remaining JAMS fees and costs. For any arbitration initiated by us, we will pay all JAMS fees and costs. You and HRA Pharmacy agree that the state or federal courts of the State of New Jersey and the United States sitting in Morris County, New Jersey have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Websites must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and HRA Pharma will not have the right to assert the claim.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 10 by email. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 11.
If any portion of this Section 10 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 10 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 10; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section10 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 10 will be enforceable.
11. Governing Law and Venue
Any dispute arising from these Terms and your use of the Websites will be governed by and construed and enforced in accordance with the laws of New Jersey, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of New Jersey or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of New Jersey and the United States, respectively, sitting in Morris County, New Jersey.
12. Site Modification or Termination of Access
We reserve the right to modify our Websites or to suspend or stop providing all or portions of our Websites at any time. You also have the right to stop using our Websites at any time. We are not responsible for any loss or harm related to your inability to access or use our Websites.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
The failure of HRA Pharma to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.
Last Updated: Dec 2019