TERMS AND CONDITIONS
Effective Date: January 4, 2019: V 2.01
An Agreement with ALPHASPERM INC


PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF THIS WEBSITE AND THE PRODUCTS AND SERVICES PROVIDED HEREUNDER CAREFULLY. THIS IS A BINDING AGREEMENT.

SECTION 1: YOU ARE ENTERING INTO AND AGREEMENT:
SECTION 2: MEDICAL DISCLAIMERS:
SECTION 3: SCOPE OF AGREEMENT:
SECTION 4: MODIFICATION OF AGREEMENT:
SECTION 5: REQUIREMENTS; AGE 18+ REQUIREMENTS:
SECTION 6: SITE FORMS / YOUR ACCOUNT; TERMINATION:
SECTION 7: PURCHASING PRODUCTS & GIFT CARDS:
(a) Standard Purchases:   
(b) Replenishment Service: 
(c) General: ALL SALES ARE FINAL AND NON-REFUNDABLE.
(d) Contract for Purchase of Goods:
(e) Shipping and Risk of Loss:
SECTION 8: PRODUCT DESCRIPTIONS:
SECTION 9: LIMITED AVAILABILITY & PRICE:
SECTION 10: INTERACTIVE SERVICES:
SECTION 11: TESTIMONIALS/REVIEWS:
SECTION 12: YOUR CONDUCT REQUIREMENTS; YOUR GRANT OF LICENSE:

SECTION 13: DISCLAIMER OF WARRANTIES:
SECTION 14: LIMITATION OF LIABILITY: RELEASE:
SECTION 15: PROPRIETARY RIGHTS, TRADEMARKS & COPYRIGHTS:
SECTION 16: THIRD PARTY WEBSITES:
SECTION 17: USE RESTRICTIONS:
SECTION 18: COPYRIGHT POLICY / DMCA COMPLIANCE:
SECTION 19: ELECTRONIC COMMUNICATIONS:
SECTION 20: USE OF USER DATA; YOUR INDEMNIFICATION:
SECTION 21: DISPUTE RESOLUTION PROVISIONS:
SECTION 22: YOUR REPRESENTATIONS:
SECTION 23: MISCELLANEOUS:
SECTION 24: CONTACT US:

 

SECTION 1: YOU ARE ENTERING INTO AND AGREEMENT: Please review the Agreement carefully since you are bound by its terms.

Welcome to the AlphaSperm® website located at www.alphasperm.com. The aforementioned website and its subdomains (collectively the “Site”) are internet properties of ALPHASPERM INC (hereafter “ALPHASPERM®,” “we,” “our” or “us”).  You are entering into and agreement with us and you are hereby agreeing to these Terms and Conditions (“Terms and Conditions”), in their entirety, when you: (a) access or use the Site; (b) access and/or download any of the text, Product (as defined below) reviews, testimonials, audio, video, photographs, graphics, artwork and/or other content featured on the Site including, without limitation, the Diets (as defined below) and “Skin Consultation” (collectively, “Content”); (c) register for an account (“Account”) that enables you to: (i) receive the email newsletter (“Newsletter”), which contains updates and promotions associated with various ALPHASPERM® products and/or services (collectively, the “Products”); (ii) where available, purchase ALPHASPERM® Gift Cards (“Gift Cards”); and/or (iii) purchase Products and/or books on the Site; (d) access links to ALPHASPERM’s® social media pages/accounts on third party social media websites, such as Facebook, Google+, Instagram, LinkedIn, Pinterest, Twitter and YouTube   (collectively, “Social Media Pages”); (e) register for the ALPHASPERM® Affiliate Program (which is subject to the Commission Junction Affiliate Terms and/or the eBay Partner Network Terms) (“Affiliate Program”); and/or (f) utilize the Site’s many interactive features designed to facilitate interaction between you, ALPHASPERM® and other Site users including, but not limited to, blogs, comment sections, Product reviews and question and answer options located in designated areas of the Site (collectively, the “Interactive Forums” and together with the Site, Content, Accounts, Gift Cards, Newsletter, Products, Social Media Pages and Affiliate Program are the “ALPHASPERM® Offerings”).  

The ALPHASPERM® Privacy Policy (“Privacy Policy”) and any and all other applicable operating rules, policies and other supplemental terms and conditions or documents that may be published from time to time on the Site or otherwise, are expressly incorporated herein by reference (collectively, the “Agreement”).  

Facebook® and Instagram® are registered trademarks of Facebook, Inc. (“Facebook”).  Google+® is a registered trademark of Google, Inc. (“Google”).  LinkedIn® is a registered trademark of LinkedIn Corporation (“LinkedIn”).  Pinterest® is a registered trademark of Pinterest, Inc. (“Pinterest”).  Twitter® is a registered trademark of Twitter, Inc. (“Twitter”).  YouTube® is a registered trademark of Google.  Please be advised that ALPHASPERM® is not in any way affiliated with Facebook, Google, LinkedIn, Pinterest or Twitter, and the ALPHASPERM® Offerings are not endorsed, administered or sponsored by any of those parties.

 

SECTION 2: MEDICAL DISCLAIMERS:

The Content, statements, Products and other material made available by and through the ALPHASPERM® Offerings: (a) are not intended to diagnose, treat, cure or prevent any medical condition or disease; (b) are not in any way intended as medical advice or as a substitute for medical advice and/or medical treatment; and (c) should only be used in conjunction with the guidance and care of your physician.  You should always consult with your physician or other healthcare professional before adopting any treatment for a health problem, whether offered on the Site or otherwise.  Your physician should allow for proper follow-up visits and individualize your treatment plan as appropriate.  If you have or suspect that you have a medical problem, promptly contact your health care provider.  Never disregard professional medical advice or delay in seeking professional advice because of something that you have read on the Site or in connection with the ALPHASPERM® Offerings.

Without limiting the foregoing, Content that contains recipes, cooking tips, healthy meal recommendations, dietary advice and/or other similar material made available by and through and/or in connection with the Site (collectively, the “Diets”) may include ingredients that you are allergic to.  You should always check the ingredients in any recipe included in the Diets to avoid potential allergic reactions.  If you have or suspect that you have an allergic reaction or other adverse health event, promptly contact your health care provider.

The Diets and other information presented in connection with the ALPHASPERM® Offerings and/or Site are in no way intended as medical advice or as a substitute for same.  This information should only be used in conjunction with the guidance and care of your physician.  Consult your physician before beginning any diet or nutrition plan featured in connection with the Diets.  Your physician should allow for proper follow-up visits and individualize your diet and/or nutrition plan as appropriate.  Always seek the advice of your physician or other qualified health care provider if you have any questions regarding a medical condition, your diet, nutrition plan or any other matter related to your health and well-being.

 

SECTION 3: SCOPE OF AGREEMENT:

You agree to the terms and conditions outlined in this Agreement with respect to your use of the ALPHASPERM® Offerings. The Agreement constitutes the entire and only agreement between you and ALPHASPERM® with respect to your use of the ALPHASPERM® Offerings and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to same. Unless explicitly stated otherwise, any future offer(s) or product(s) made available to you on the Site that augment(s) or otherwise enhance(s) the current features of the ALPHASPERM® Offerings shall be subject to the Agreement. You understand and agree that ALPHASPERM® is not responsible or liable in any manner whatsoever for your inability to use the ALPHASPERM® Offerings.

 

SECTION 4: MODIFICATION OF AGREEMENT:

We may amend the Agreement from time to time in our sole discretion, without specific notice to you; provided, however, that: (a) any amendment or modification to the arbitration provisions, prohibition on class action provisions or any other provisions applicable to dispute resolution (collectively, “Dispute Resolution Provisions”) shall not apply to any disputes incurred prior to the applicable amendment or modification; and (b) any amendment or modification to pricing and/or billing provisions (“Billing Provisions”) shall not apply to any charges incurred prior to the applicable amendment or modification. The latest Agreement will be posted on the Site, and you should review the Agreement prior to using the ALPHASPERM® Offerings. By your continued use of any of the ALPHASPERM® Offerings, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within the Agreement effective at that time (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, or charges incurred prior to the amendment or modification of the Billing Provisions, which shall be governed by the Dispute Resolution Provisions and/or Billing Provisions then in effect at the time of the subject dispute or incurred charges, as applicable).

 

SECTION 5: REQUIREMENTS; AGE 18+ REQUIREMENTS:

The ALPHASPERM® Offerings are available only to individuals: (a) who can enter into legally binding contracts under applicable law; and (b) who are over eighteen (18) years of age (or the applicable age of majority in your jurisdiction, if greater than eighteen (18) years of age) (collectively, the “Eligibility Requirements”). If you do not satisfy the Eligibility Requirements in their entirety, you do not have permission to use and/or access the ALPHASPERM® Offerings.

 

SECTION 6: SITE FORMS / YOUR ACCOUNT; TERMINATION:

In order to purchase Products, utilize the Interactive Forums and/or access certain other ALPHASPERM® Offerings, you may be required to open an Account, or register to make a comment, by submitting a registration form or other data submit form (collectively, “Form”).  The information that you must supply on the Form may include, without limitation: (a) your name; (b) your mailing address (and billing address where purchasing Products, Gift Cards or other ALPHASPERM® Offerings); (c) your e-mail address; (d) your daytime and evening telephone numbers; (e) your credit/debit card information (where purchasing Products, Gift Cards or other ALPHASPERM® Offerings with a credit/debit card); (f) your password; and/or (g) any other information requested by us on the Form (collectively, “Registration Data”).  You agree to provide true, accurate, current and complete Registration Data, as necessary, in order to maintain your Account in up to date and accurate fashion. 

ALPHASPERM® may reject your Form and/or terminate your Account at any time and for any reason, in its sole discretion. Such reasons may include, without limitation: (i) where ALPHASPERM® believes that you are in any way in breach of the Agreement; (ii) where ALPHASPERM® believes that you are engaged in any improper conduct in connection with the ALPHASPERM® Offerings; and/or (iii) where ALPHASPERM® believes that you are, at any time, conducting any unauthorized commercial activity by and through your use of the ALPHASPERM® Offerings.

You are responsible for maintaining the confidentiality of your Account and password and for restricting access to same.  You agree to accept responsibility for all activities that occur by and through your Account including, without limitation, any purchases made therethrough.  If you are accessing and using the ALPHASPERM® Offerings on someone else’s behalf, you represent and warrant that you have the authority to bind that person as a principal to the Agreement, and you agree to accept liability for any and all harm caused by that person’s wrongful use of the ALPHASPERM® Offerings.   

You agree that any unauthorized use of ALPHASPERM® Offerings and associated intellectual property or any fraudulent, abusive or otherwise illegal activity shall be grounds for termination of your right to access, browse and use the ALPHASPERM® Offerings.

Without limiting the foregoing, ALPHASPERM® reserves the right to terminate or suspend your access to the ALPHASPERM® Offerings at any time for any reason, with or without notice at ALPHASPERM's® sole discretion.

ALPHASPERM® may, in its sole discretion, and with or without notice to you, make changes to, or discontinue, any aspect of the ALPHASPERM® Offerings including, without limitation, any Content, Products, services or prices made available by and through same. ALPHASPERM® shall not be liable to you or any third party should it exercise this right to modify or discontinue any portion of the ALPHASPERM® Offerings.  

  

SECTION 7: PURCHASING PRODUCTS & GIFT CARDS:

(a) Standard Purchases: Upon completing the applicable Form associated with the purchase of the Product(s) and/or Gift Card(s) that you have added to your shopping cart, and upon providing the requisite Registration Data, the credit card that you provided on the Form (“Active Credit Card”) will be charged the applicable purchase price for the Product(s) and/or Gift Card(s), plus shipping and handling and applicable sales tax.  

(b) Replenishment Service: Where you register for the “Replenishment Service” option in order to obtain your selected Products automatically pursuant to the selected schedule, your Active Credit Card will be charged the applicable amount on a periodic, recurring basis every thirty (30), forty-five (45), sixty (60), ninety (90), one hundred and twenty (120), one hundred and fifty (150) or one hundred and eighty (180) days that your Account remains, depending on the period that you selected in connection with the Replenishment Service.  You acknowledge and agree that ALPHASPERM® will not obtain any additional authorization from you for these recurring payments.  Every time that you receive the Products in connection with the Replenishment Service, you re-affirm that ALPHASPERM® is authorized to bill to your Active Credit Card and to have the fees applied to same.  A customer may cancel her/his Replenishment Service plan at any time by following the instructions set forth on the Site and/or e-mailing ALPHASPERM® at: info@ALPHASPERMmd.com. We will not refund fees paid prior to the termination date and each customer will remain liable for any unpaid charges previously billed to that customer’s Active Credit Card. 

(c) General: ALL SALES ARE FINAL AND NON-REFUNDABLE.

The fees associated with your purchases will appear on your Active Credit Card statement through the identifier “NV ALPHASPERM LLC.”  All prices displayed on the Site are quoted in U.S. Dollars, are payable in U.S. Dollars and are valid and effective only in the United States.  Failure to use the Product(s) and/or Gift Card(s) does not constitute a basis for refusing to pay any of the associated charges.  Subject to the conditions set forth herein, you agree to be bound by the Billing Provisions of ALPHASPERM® in effect at any given time.  Upon reasonable prior notice to you (with Site-updates and/or e-mail sufficing), ALPHASPERM® reserves the right to change its Billing Provisions whenever necessary, in its sole discretion.  Continued use of the Site and/or purchase of Product(s) and/or Gift Card(s) after receipt of such notice shall constitute consent to any and all such changes; provided, however, that any amendment or modification to the Billing Provisions shall not apply to any charges incurred prior to the applicable amendment or modification.  

ALPHASPERM’s® authorization to provide and bill for the Product(s) and/or Gift Card(s), as applicable, is obtained by way of your electronic signature or, where applicable, via physical signature and/or voice affirmation. Once an electronic signature is submitted, this electronic order constitutes an electronic letter of agency. ALPHASPERM’s® reliance upon your electronic signature was specifically sanctioned and written into law when the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act were enacted in 1999 and 2000, respectively.  Both laws specifically preempt all state laws that recognize only paper and handwritten signatures.

(d) Contract for Purchase of Goods:

When you place an order, you will receive an acknowledgement e-mail confirming receipt of your order. This email will only be an acknowledgement and will not constitute acceptance of your order. A purchase agreement between us will not be formed and there shall be no obligations to you until we send you confirmation by e-mail that the goods which you ordered have been dispatched to you. Only those goods listed in the confirmation e-mail sent at the time of dispatch will be included in the purchase agreement formed hereunder. We retain the right to refuse any request made by you. If your order is accepted we will inform you by email. When placing an order you undertake the responsibility that all details you provide to us are true and accurate, that you are an authorized user of the credit or debit card used to place your order and that there are sufficient funds to cover the cost of the goods. The cost of foreign products and services may fluctuate. All prices advertised are subject to such changes.

(e) Shipping and Risk of Loss:

Unless otherwise provided, the ALPHASPERM® shall use its judgment in determining carriers and routing. In either case, the ALPHASPERM® shall not be liable for any delays or excessive transportation charges resulting from the ALPHASPERM®’s selection. You are responsible for payment of all shipping charges, both for initial purchase of any merchandise, as well as shipping charges for returns.

All risk of loss and title for any purchases you make through the Site pass to you upon the delivery to the carrier of the items you purchased.

Any claim you have of damage, to products you have brought through the Site, during shipping or delivery should be made directly to the carrier. Any claims by you against the ALPHASPERM® for shortage or damage occurring prior to such delivery to carrier must be made within ten (10) days after receipt of the goods and accompanied by original transportation bill signed by carrier noting that carrier received the goods from the ALPHASPERM®.

 

SECTION 8: PRODUCT DESCRIPTIONS:

ALPHASPERM® attempts to be as accurate as possible when describing its Products. However, ALPHASPERM® does not warrant that Product descriptions (or other Content contained on the Site) are accurate, complete, reliable, current or error free. If a Product offered by ALPHASPERM® is not as described, your sole remedy is to contact us at hello@alphasperm.com. We have made every effort to display as accurately as possible the colors of our Products that appear on the Site. However, as the actual colors you see will depend on your monitor/screen and other factors associated with your computer, mobile device or other device used to access the Site, we cannot guarantee that the depiction of any color as viewed by you through your monitor/screen will be accurate.

 

SECTION 9: LIMITED AVAILABILITY & PRICE:

In the event that a Product is listed at an incorrect price point due to a typographical error or an error in pricing information received from our suppliers, ALPHASPERM® shall have the right to refuse or cancel any orders placed for that Product so listed at the incorrect price. ALPHASPERM® shall have the right to limit the number of items purchased through the Site. ALPHASPERM® shall have the right to refuse or cancel any order whether or not the order has been confirmed and your Active Credit Card charged. If your Active Credit Card has already been charged for the purchase and your order is canceled, ALPHASPERM® shall immediately issue a credit to your Active Credit Card account in the amount of the charge.

 

SECTION 10: INTERACTIVE SERVICES:

Subject to the restrictions set forth herein and on the Site, the interactive features and services of the Site (the “Interactive Services”) will allow you to participate in blog comment sections, message boards, question and answer areas and other interactive areas of the Site.  Each end-user shall be solely responsible for the comments, opinions, statements, feedback and other content (collectively, “Feedback”) posted by and through the Interactive Services.  End-users are forbidden from posting website links, buttons, banner ads, co-registration paths, copy or processes for generating actions (“Links”) in any Feedback, and/or advertising of third party products and/or services within the Interactive Services.  ALPHASPERM® reserves the right to prohibit any conduct by end-users or remove any Feedback from the Interactive Services and/or Site at any time and for any reason, in ALPHASPERM’s® sole discretion.  The reasons for removal may include where ALPHASPERM® believes that the Feedback posted by an end-user is unsuitable for the Interactive Services and/or Site for any reason including, without limitation, where: (a) the Feedback contains or links to material that could be considered unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable; (b) the Feedback contains or links to material that infringes upon the trademark, trade name, service mark, copyright, license, or other intellectual property or proprietary right of any third party; (c) ALPHASPERM® believes that an end-user is, at any time, conducting any commercial activity by and through the Interactive Services; and/or (d) ALPHASPERM® believes that an end-user is in violation of the Agreement including, without limitation, this Section.  You understand and agree that ALPHASPERM® shall not be liable to you, any other end-user or any third party for any claim in connection with your use of, or inability to use, the Interactive Services.  The Interactive Services contain Feedback that is provided directly by end-users of the Site.  You agree that ALPHASPERM® shall not have any obligation or incur any liability to you in connection with any Feedback appearing in or through the Interactive Services.  ALPHASPERM® does not represent or warrant that the Feedback posted through the Interactive Services is accurate, complete or appropriate.  

You agree to use the Interactive Services in full compliance with all applicable laws and regulations.  In connection with your use of the Interactive Services, you agree not to: (i) display any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third party; (ii) display any audio files, text, photographs, videos or other images containing confidential information; (iii) display any audio files, text, photographs, videos or other images that may be deemed indecent or obscene in your community, as defined under applicable law; (iv) impersonate any person or entity; (v) “stalk” or otherwise harass any person; (vi) engage in unauthorized advertising to, or commercial solicitation of, Site-visitors; (vii) transmit any chain letters, spam or junk e-mail to other end-users; (viii) express or imply that any statements you make are endorsed by ALPHASPERM®; (ix) harvest or collect personal information of Site-visitors whether or not for commercial purposes, without their express consent; (x) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents; (xi) post, distribute or reproduce in any way any copyrighted material, trademarks or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; (xii) remove any copyright, trademark or other proprietary rights notices contained on the Site; (xiii) interfere with or disrupt any of the ALPHASPERM® Offerings and/or the servers or networks connected to same; (xiv) post, offer for download, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xv) post, offer for download, transmit, promote or otherwise make available any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet; (xvi) “frame” or “mirror” any part of the Site; (xvii) use metatags or code or other devices containing any reference to the ALPHASPERM® Offerings in order to direct any person to any other website for any purpose; and/or (xviii) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the ALPHASPERM® Offerings or any software used on or in connection with same.  Engaging in any of the aforementioned prohibited practices shall be deemed a breach of the Agreement and may result in the immediate termination of your access to some or all of the ALPHASPERM® Offerings without notice, in the sole discretion of ALPHASPERM®.  ALPHASPERM® reserves the right to pursue any and all legal remedies against persons that engage in the aforementioned prohibited conduct.

 

SECTION 11: TESTIMONIALS/REVIEWS:

From time-to-time, ALPHASPERM® may permit end-users to submit reviews and testimonials regarding certain of the ALPHASPERM® Offerings, as well as biographical material associated with such end-users (collectively “Testimonials”), by and through the Site or otherwise. By submitting a Testimonial, you irrevocably grant to ALPHASPERM® the right to use the Testimonial in any and all forms of marketing and promotional material, whether now known or hereinafter developed, including, without limitation, website publication, print advertisements (“ads”), online ads, television ads, radio ads, interactive media, as well as printed extracts and reproductions of any portion thereof, and for any and all other uses. You certify to ALPHASPERM® that everything you stated in the Testimonial is true and an expression of your personal belief. You acknowledge and agree that: (a) at no time did ALPHASPERM® provide you with any consultation, advice or guidance with respect to the substance of the Testimonial; (b) you are not an employee, officer or director of ALPHASPERM®; (c) you are not an immediate family member of an employee, officer or director of ALPHASPERM®; and (c) you are not living in the same household with an employee, officer or director of ALPHASPERM®.

You understand and agree that the Testimonial, in whole or in part, may be edited and/or dramatized, and that any part of the Testimonial may be used without compensation to you. You agree that no ad or other material incorporating or making reference to the Testimonial need be submitted to you for approval. ALPHASPERM® shall be without liability to you whatsoever for any distortion or illusionary effect resulting from its publication of the Testimonial. You expressly release ALPHASPERM® from any and all claims that you have or may have for breach of right of publicity, invasion of privacy, defamation, copyright infringement or any other claim or cause of action arising out of or in connection with any production, distribution, duplication, broadcast, exhibition, publication, ad or promotion utilizing or incorporating the Testimonial, or any other use of the Testimonial whatsoever. You acknowledge and agree that ALPHASPERM® shall not be liable for any causes of action or claims related to your decision to provide the Testimonial to ALPHASPERM®.

 

SECTION 12: YOUR CONDUCT REQUIREMENTS; YOUR GRANT OF LICENSE:

You agree to comply with:

  1. a) these Terms and Conditions, and all other rules as may be issued by ALPHASPERM® from time to time and communicated to you for the use of this Site;
  2. b) the requirement that you use and communicate with others through the Site in good faith);
  3. c) all applicable laws, rules and regulations;
  4. d) the requirement that you shall not violate the rights of any third party; and
  5. e) the requirement that any information you submit shall be accurate and not misleading.

The contents of this Site are protected by copyright and trademark laws, and are the property of their respective owners. Unless ALPHASPERM® says otherwise, you may access the materials located within the Site only for your use. This means you may only use posted materials for the purpose for which the information or material was made available to you by its owner or the conditions such owner indicates to you as to such information and material, so long as you neither change nor delete any author attribution, trademark, legend or copyright notice. When you download copyrighted material, you do not obtain any ownership rights in that material.

You shall not disassemble, decompile, manipulate or reverse engineer the Site, and shall take all necessary steps to prevent such activity. Under no circumstances shall you sell, license, publish, display, copy, modify, transmit, distribute, or exploit the Site (or the content therein), or otherwise make available the Site (or any products, services or property provided herein) in any form or by any means, including without limitation the transfer to a third party, except as expressly permitted in this Agreement. Only if you obtain prior written consent from ALPHASPERM® and from all other entities with an interest in the relevant intellectual property may you publish, display or commercially exploit any material from the Site. You will take all reasonable steps to protect the security of the Site, and to prevent unauthorized use or disclosure thereof. You are responsible for all access to and use of the Site by means of your equipment or under your user ID and password, whether or not you have knowledge of or authorized such access or use. You shall be responsible for maintaining the confidentiality of all assigned user IDs and passwords, and you shall be responsible for all charges relating to the use of such user IDs and passwords, whether or not authorized by you.

If there is a breach of the confidentiality of a password or user account ID assigned to a holder of an account, or any breach of security through such user's account, such user has an obligation to and shall notify ALPHASPERM® immediately via the same methods set forth above for the termination of an account.

You must abide by all additional copyright notices or other restrictions on the Site. 

You agree not to do any of the following while using the Site, in relation to another user of the Site, or to or perpetrate against the ALPHASPERM®:

i) harass, stalk or otherwise abuse another user of the Site;
ii) transmit or otherwise make available any content that is false, harmful, threatening, abusive, tortious, defamatory, libelous, disparaging (including disparaging of the Site), vulgar, obscene, pornographic or that promotes violence, racial hatred, terrorism or illegal acts, or is otherwise objectionable (as determined by us in our sole discretion);
iii) transmit or otherwise make available any content that is unlawful or infringes, violates or misappropriates any patent, trademark, trade identity right, trade secret, publicity right, privacy right, copyright or any other intellectual property or any other rights of any third party;
iv) upload or transmit viruses, Trojan horses or other harmful, disruptive or destructive files or post material that interferes with any third party's uninterrupted use and enjoyment of the Site.
v) impersonate any person or entity, or otherwise disguise the origin of any content transmitted through the Site or to us, including forging any TCP/IP packet header or any part of the header information in any transmission to the Site for any reason;
vi) transmit or otherwise make available through the Site any personal advertising, junk mail, spam, chain letters, pyramid schemes or offer for sale of any property, products or services, except in areas specifically designated for such purposes;
vii) violate any applicable local, state, federal or international law, rule or regulation;
viii) become involved in any type of attack on the Site, ALPHASPERM® or the ALPHASPERM® Group;
ix) attempt to gain unauthorized access to the Site or accounts of others;
x) utilize any type of malicious software such as bots, spiders, viruses or other codes on or in conjunction with the Site;
xi) create derivative works of the Site;
xii) copy, frame or mirror any part of content of the Site without the written consent of ALPHASPERM®;
xiii) access or utilize the Site, the ALPHASPERM® Offerings or the Products in order to build a competing product or service;
xiv) attempt to reverse engineer any component or other aspect of the Site, the ALPHASPERM® Offerings or the Products;
xv) sell, resell, lease, loan, gift, provide, or the functional equivalent of any of the foregoing, access to or use of the Site to a third party.

If you make any post or submission to the Site, then:

xvi) you remain owner of such post or submission to the extent you were the owner;
xvii) you automatically grant on behalf of yourself or otherwise warrant that the owner of such content has expressly granted ALPHASPERM®, for use on the Site and for the provisioning of the ALPHASPERM® Offerings or the Products, a royalty-free, perpetual, irrevocable, world-wide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, display, and/or otherwise exploit, the content in any media, or any form, format, or forum now known or hereafter developed;
xviii) you acknowledge and agree that you are solely responsible and liable for the content of any images, product detail, product information, messaging, order content, buyer information, questions, data and feedback to submit to the ALPHASPERM® or the Site; and
xix) you agree and warrant that ALPHASPERM® may sublicense or assign its rights through multiple tiers of sublicenses or assigns.

ALPHASPERM® has the right, but not the obligation, to remove any information provided by you which it has a good faith belief is incorrect, misleading, or in violation of law.

You acknowledge and agree that the ALPHASPERM® may and will have access to all information placed on the Site and that this access maybe used for maintenance and upgrades to the Site, data collation subject to these Terms and Conditions (including the Privacy Policy as incorporated herein), and for analytics and reporting subject to these Terms and Conditions (including the Privacy Policy as incorporated herein).

For as long as you are a user of the Site, ALPHASPERM® is granted the right to use your name and logos in order to indicate that you are a user of the Site.

You agreed and acknowledge that all suggestions, comments, ideas, and improvements you offer to ALPHASPERM® regarding the Site or any of ALPHASPERM®’s Products are “works made for hire” for the benefit of ALPHASPERM® and you assign all right, title and interest in such to ALPHASPERM®. You waive all “moral rights” including “droit moral”.

 

SECTION 13: DISCLAIMER OF WARRANTIES:

THE ALPHASPERM® OFFERINGS AND/OR ANY OTHER CONTENT, INFORMATION, PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE).  IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, ALPHASPERM® MAKES NO WARRANTY THAT THE ALPHASPERM® OFFERINGS AND/OR ANY OTHER CONTENT, INFORMATION, PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; (C) WILL BE FREE OF HARMFUL COMPONENTS; (D) WILL RESULT IN ANY SPECIFIC DIETARY BENEFIT, WEIGHT LOSS, BEAUTY BENEFIT OR OTHER HEALTH-RELATED OUTCOME; AND/OR (E) WILL BE ACCURATE OR RELIABLE.  THE ALPHASPERM® OFFERINGS AND/OR ANY OTHER CONTENT, INFORMATION, PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.  ALPHASPERM® WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE ALPHASPERM® OFFERINGS.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ALPHASPERM® OR OTHERWISE THROUGH OR FROM THE ALPHASPERM® OFFERINGS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.  WITHOUT LIMITING THE FOREGOING, ALPHASPERM® DOES NOT ENDORSE USER CONTENT AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY USER CONTENT OR COLLABORATIVE CONTENT OBTAINED BY OR THROUGH THE ALPHASPERM® OFFERINGS. 

 

SECTION 14: LIMITATION OF LIABILITY: RELEASE:

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ALPHASPERM® SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ALPHASPERM® HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE ALPHASPERM® OFFERINGS AND/OR ANY OTHER CONTENT, INFORMATION, PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER PRODUCTS PURCHASED OR OBTAINED FROM OR THROUGH THE ALPHASPERM® OFFERINGS; (C) THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATION DATA; (D) THE FAILURE TO REALIZE ANY SPECIFIC DIETARY BENEFIT, WEIGHT LOSS, BEAUTY BENEFIT OR OTHER HEALTH-RELATED OUTCOME; AND/OR (E) ANY OTHER MATTER RELATING TO THE ALPHASPERM® OFFERINGS AND/OR ANY OTHER CONTENT, INFORMATION, PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME.  THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND ANY AND ALL OTHER TORTS.  YOU HEREBY RELEASE ALPHASPERM® FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN.  IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATIONS, THE MAXIMUM LIABILITY OF ALPHASPERM® TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE AS SET FORTH IN THE DISPUTE RESOLUTION PROVISIONS (i.e. Section 21) OF THESE TERMS AND CONDITIONS.  NO ACTION, REGARDLESS OF FORM, ARISING OUT OF YOUR USE OF THE ALPHASPERM® OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME, MAY BE BROUGHT BY YOU OR ALPHASPERM® MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE SUBJECT CAUSE OF ACTION.  THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ALPHASPERM®.  ACCESS TO THE ALPHASPERM® OFFERINGS AND/OR ANY OTHER CONTENT, INFORMATION, PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.  SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS THE LIABILITY OF ALPHASPERM® SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU HEREBY RELEASE ALPHASPERM® AND ITS AFFILIATES, EMPLOYEES, OFFICERS, AGENTS AND REPRESENTATIVES (COLLECTIVELY THE “ALPHASPERM® GROUP”) FROM ALL LIABILITY TO YOU AND YOUR AFFILIATES (INCLUDING YOUR FAMILY, HEIRS AND ASSIGNS) FROM ANY AND ALL LIABILITY, CLAIMS, DAMAGE, OR DEMANDS FOR PERSONAL INJURY (INCLUDING BUT NOT LIMITED TO PARALYSIS AND DEATH), ILLNESS, PSYCHOLOGICAL INJURY, PROPERTY DAMAGE OR OTHER HARM, ARISING FROM OR RELATED TO THIS AGREEMENT OR TO PRODUCTS, ITEMS OR SERVICES PROVIDED BY ALPHASPERM® GROUP, IRREGARDLESS OF WHETHER THE INJURY, DEATH, PROPERTY DAMAGE, OR OTHER HARM OCCURS AS A RESULT OF SUCH PRODUCTS, ITEMS OR SERVICES OR NOT. THIS RELEASE INCLUDES, WITHOUT LIMITATION, ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE CAUSED BY THE ACTIVE OR PASSIVE NEGLIGENCE OF ANY OF THE ALPHASPERM® GROUP.

FURTHER, YOU ADDITIONALLY HEREBY RELEASE THE ALPHASPERM® GROUP FROM ALL LIABILITY TO YOU AND YOUR AFFILIATES (INCLUDING YOUR FAMILY, HEIRS AND ASSIGNS) FROM ANY AND ALL CLAIMS TO THE EXTENT SUCH ARE NOT BROUGHT WITHIN ONE YEAR OF THE INITIAL EVENT GIVING RISE TO SUCH CLAIM.

If you are a California resident or otherwise have a presence in California, you waive California Civil Code § 1542, which says "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if not known to him or her must have materially affected his or her settlement with the debtor."

TO THE EXTENT THAT ANY LIMITATION OF LIABILITY SET FORTH IN THIS SECTION IS UNENFORCEABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL ALPHASPERM® GROUP BE LIABLE FOR: (A) LOSSES OR DAMAGES GREATER THAN THE AMOUNT OF FEES ACTUALLY PAID BY YOU FOR THE APPLICABLE PRODUCT, ITEM OR SERVICE; OR (B) ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES.

 

SECTION 15: PROPRIETARY RIGHTS, TRADEMARKS & COPYRIGHTS:

You agree that the ALPHASPERM® Offerings and any and all Content made available in connection therewith, and its compilation, including, but not limited to, source and object code, trademarks, service marks, trade names, graphics, images, text, audio clips, button icons, digital downloads, data compilations and computer software, are the sole property of ALPHASPERM® or its agents, suppliers or licensors, and protected by United States, and international, copyright laws. All software used on the Site is the property of ALPHASPERM® or its software suppliers or licensors and protected by United States, and international, copyright laws. Users are granted permission to browse and use the ALPHASPERM® Offerings for their intended purpose only, which is for retail use only as a consumer. Any other use or exploitation including, but not limited to, the reproduction, duplication, modification, distribution, sale, transmission, republication, removal, deletion, addition, framing, display or performance of the ALPHASPERM® Offerings, in part or in whole, is strictly prohibited.  Except as expressly authorized in writing, the use or misuse of any trademarks, service marks, trade names, logos, text, images, graphics, intellectual property or content associated with the ALPHASPERM® Offerings is strictly prohibited.

ALPHASPERM® does not grant, by implication or otherwise, any license or right to use any trademark, service mark, trade name or logo, the ALPHASPERM® Offerings and/or the Content displayed by and through the ALPHASPERM® Offerings, without the prior written consent of ALPHASPERM®. ALPHASPERM® prohibits use of the “ALPHASPERM” name and/or logo or other proprietary graphic or trademark as a link to any third party website unless creating such a link is approved in advance by ALPHASPERM® in writing. Registered and unregistered proprietary information is owned and held by ALPHASPERM® and its licensors and therefore, you may be liable for infringement or misappropriation or other legal action to the fullest extent of the law if you misuse the Site in any manner. 

“ALPHASPERM”is a trademark and/or trade dress of ALPHASPERM® in the United States and/or all other countries.  ALPHASPERM's® trademarks and trade dress may not be used in connection with any product or service that is not ALPHASPERM's®, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits ALPHASPERM®.  All other trademarks not owned by ALPHASPERM® that appear on or through the ALPHASPERM® Offerings are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by ALPHASPERM®.

 

SECTION 16: THIRD PARTY WEBSITES:

ALPHASPERM® encourages you to exercise discretion when browsing the Internet. The Site and other ALPHASPERM® Offerings may direct you to third party websites containing information that some people may find offensive or inappropriate.  Any such link is provided solely as a convenience to you.  ALPHASPERM® and its affiliates make no representation or warranty concerning the legality of any third party website.  Any such website is independent from ALPHASPERM®, and ALPHASPERM® has no control over, or responsibility with respect to, the information provided or activities undertaken by any such website.  A link between ALPHASPERM® and another website does not mean that ALPHASPERM® endorses, recommends, sponsors or approves of that website.  Linking to off-site pages is done at your own risk, requiring you to make your own independent decisions regarding your interactions or communications with any other website.  Any dealings with, or participation in promotions offered by, any third parties (including advertisers on the Site), including the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the applicable advertiser or other third party.  ALPHASPERM® expressly disclaims any responsibility or liability for any damage, loss, or injury arising out of the activities of any third party, the goods or services offered or the content displayed by any such third party not under the ALPHASPERM® domain.

 

SECTION 17: USE RESTRICTIONS:

The ALPHASPERM® Offerings are made available for your personal, non-commercial use only. You agree that you will not use the ALPHASPERM® Offerings: (a)  for any commercial or political purpose including, but not limited to, advertising, soliciting funds, collecting product prices or selling products; (b) to monitor, gather, scrape or copy Content, user data or other material made available by and through the ALPHASPERM® Offerings by using any robot, "bot," spider, crawler, spyware, engine, device, software, extraction tool or any other automatic device, utility or manual process of any kind; (c) to frame or utilize framing techniques to enclose any trademark or other proprietary information including, but not limited to, any Content, images, text or page layout; (d) in connection with any metatags or any other "hidden text" utilizing ALPHASPERM's® name or any of its trademarks; and/or (e) to engage in any activity that interferes with an end-user's access to, or the proper functioning of, the Site or other ALPHASPERM® Offerings.  Without limiting the foregoing, you may not modify, reproduce, duplicate, copy, distribute, sell, resell, publish, license, visit or otherwise exploit any portion of the ALPHASPERM® Offerings for any commercial purpose.  You also agree that in using the ALPHASPERM® Offerings, you will not impersonate any person or entity.

 

SECTION 18: COPYRIGHT POLICY / DMCA COMPLIANCE:

ALPHASPERM® reserves the right to terminate the Account of any customer/end-user who infringes upon third-party copyrights. If you believe that a copyrighted work has been copied and/or posted via the Site and/or other ALPHASPERM® Offerings in a way that constitutes copyright infringement, you should provide ALPHASPERM® with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification and location on the Site (or other ALPHASPERM® Offerings) of the copyrighted work that you claim has been infringed upon; (c) a written statement by you that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, such as telephone number or e-mail address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for ALPHASPERM’s® Copyright Agent for notice of claims of copyright infringement is as follows:


Julian Chan, Esq.
117 N. Gale Dr PH5
Beverly Hills, CA 90211

 JC@julianchanlegal.com

 

SECTION 19: ELECTRONIC COMMUNICATIONS:

When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

 

SECTION 20: USE OF USER DATA; YOUR INDEMNIFICATION:

All materials that you submit through or in association with the ALPHASPERM® Offerings including, without limitation, the Registration Data and Testimonials, shall be subject to the Privacy Policy.  For a copy of the Privacy Policy, please click here.  ALPHASPERM® does not accept unsolicited ideas, works or other materials and you acknowledge that you are responsible for, and bear all risk as to the use or distribution of, any such ideas, works and/or materials.  

INDEMNITY

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS ALPHASPERM®, ITS SUBSIDIARIES, PARENTS AND AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRACTORS,  REPRESENTATIVES, CONTENT PROVIDERS AND SERVICE PROVIDERS, FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, OBLIGATIONS, LIABILITIES, DAMAGES, SETTLEMENTS, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES, DISBURSEMENTS AND ATTORNEYS’ FEES, INCLUDING ATTORNEYS’ FEES INCURRED FROM COUNSEL SELECTED BY ALPHASPERM® IN ITS SOLE DISCRETION) ARISING FROM OR RELATING TO ANY ACTUAL OR THREATENED CLAIM, SUIT, ACTION, PROCEEDING, GOVERNMENTAL INVESTIGATION OR ENFORCEMENT ACTION BASED UPON OR ARISING OUT OF: (A) YOUR BREACH OF THE AGREEMENT; (B) YOUR FEEDBACK OR OTHER MATERIALS YOU PROVIDE US; (C) ANY VIOLATION OF APPLICABLE LAWS, RULES OR REGULATIONS; (D) HARM YOU CAUSE TO ANY THIRD PARTY, AND/OR (E) ANY USE BY YOU OF THE ALPHASPERM® OFFERINGS, OR USE OF THE ALPHASPERM® OFFERINGS BY A THIRD PARTY BY AND THROUGH AN ACCOUNT OR COMPUTER OWNED BY YOU.  YOU AGREE TO COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY ASSOCIATED CLAIM, SUIT, ACTION, PROCEEDING, GOVERNMENTAL INVESTIGATION OR ENFORCEMENT ACTION, BUT WE RESERVE THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER IN WHICH YOU ARE A NAMED PARTY AND THAT IS OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.  The provisions of this Section are for the benefit of ALPHASPERM®, its parents, subsidiaries and/or affiliates, and each of their respective officers, directors, members, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.

 

SECTION 21: DISPUTE RESOLUTION PROVISIONS:

You agree that any claim or controversy arising out of or relating to the use of the Site, its content, or the property, products or services of the ALPHASPERM®, or to any acts or omissions for which you may contend the ALPHASPERM® or its employees, agents, affiliates, officers or directors are liable, including but not limited to any claim or controversy ("Dispute"), shall be finally and exclusively settled by arbitration in San Francisco, California, and that said arbitration shall be governed by California law. Such arbitration shall be held before one arbitrator under the commercial arbitration rules of the American Arbitration Association ("AAA") in force at that time. The arbitrator shall be selected pursuant to the AAA rules. To begin the arbitration process, a party must make a written demand therefore. Any judgment upon the award rendered by the arbitrator may be entered only in a state or federal court located in San Francisco, California, and you agree to submit to the jurisdiction of such court for that purpose. You and the ALPHASPERM® agree that the arbitrator shall have limited authority to award damages such that the arbitrator shall not have the power to award damages in excess of those permitted under this Agreement and in no event more than actual compensatory damages. The agreement to arbitrate shall not be construed as an agreement or consolidation of arbitration between you and us under this Section with arbitration of disputes or claims of any other party, regardless of the nature of the issues or disputes involved.    

YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND THE ALPHASPERM® WILL BE RESOLVED BY BINDING ARBITRATION IN SAN FRANCISCO, CALIFORNIA. THUS, YOU GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS AND TO SERVE AS A PRIVATE ATTORNEY GENERAL OR IN ANY OTHER REPRESENTATIVE CAPACITY IN CONNECTION WITH A DISPUTE. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU AND ALPHASPERM® RETAIN THE RIGHT TO PURSUE INJUNCTIVE RELIEF IN COURT, AND AGREE TO SUBMIT EXCLUSIVELY TO THE JURISDICTION OF THE STATE OR FEDERAL COURTS LOCATED IN SAN FRANCISCO, CALIFORNIA, FOR THAT PURPOSE.

You also acknowledge and understand that, with respect to any Dispute, in the event the ALPHASPERM® incurs attorney fees or expenses in connection with the collection of sums owed to us by you under this Agreement, we shall be entitled to recovery of those fees and expenses from you.

 

SECTION 22: YOUR REPRESENTATIONS:

You represent and warrant that you: (a) are eighteen (18) years of age (or the applicable age of majority in your jurisdiction, if greater than eighteen (18) years of age) or older; (b) are not under any legal or other disability which limits your ability to comply with these terms and conditions; (c) will not infringe upon any third party’s proprietary and/or intellectual property rights in connection with the ALPHASPERM® Offerings; and (d) will comply with all applicable laws, rules and regulations in connection with the ALPHASPERM® Offerings.

 

SECTION 23: MISCELLANEOUS:

The failure of either party to exercise, in any respect, any right provided for hereunder will not be deemed a waiver of any further rights hereunder.  If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect.

No agency, partnership, joint venture or employment relationship is created as a result of the Agreement and you do not have any authority of any kind to bind ALPHASPERM® in any respect whatsoever.

Should any part of the Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.

Other than for payment obligations arising hereunder, neither party will be liable for, or will be considered to be in breach of, the Agreement on account of, any delay or failure to perform as required by the Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence.  If any force majeure event occurs (which shall include, without limitation, acts of God, telecommunications, Internet or network failure, results of vandalism or computer hacking, fire, storm or other natural occurrences, any conflicting order, direction, action or request of the federal, state and/or local governments or of any regulatory department, agency, commission, court or other instrumentality, or of any civil or military authority, national emergencies, insurrections, riots, wars, strikes, work stoppages or other such labor difficulties), the affected party will give prompt written notice to the other parties and will use commercially reasonable efforts to minimize the impact of such event.  Notwithstanding the foregoing, the parties’ obligations to one another shall be excused and/or postponed during and only for the duration of the applicable force majeure event and shall resume as soon as practicable after the force majeure event has ended.

You may not assign the Agreement or your rights and obligations thereunder to any third party without the prior express written approval of ALPHASPERM®.  ALPHASPERM® may assign the Agreement and/or its rights and obligations hereunder to any third party, without your prior written consent.  The provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective heirs, administrators, successors and permitted assigns.

If any provision contained in this agreement is or becomes invalid, illegal, or unenforceable in whole or in part, such invalidity, illegality, or unenforceability shall not affect the remaining provisions and portions of this agreement, and the invalid, illegal, or unenforceable provision shall be deemed modified so as to have the most similar result that is valid and enforceable under applicable California law.

 

SECTION 24: CONTACT US:

If you have any questions about the Agreement, ALPHASPERM® Offerings or the practices of ALPHASPERM®, please feel free to contact us via U.S. mail at: ALPHASPERM INC, 2100 WEBSTER ST STE 302, San Francisco, CA 94115; call us at: 800-981-4002; or e-mail us at: hello@alphasperm.com.