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Terms & Conditions of Use

Last updated: 10/22/18

PLEASE READ THESE TERMS AND CONDITIONS  CAREFULLY BEFORE PLACING AN ORDER, WHETHER BY PHONE, ONLINE OR VIA ANOTHER ACCEPTED METHOD FOR PLACING ORDERS, OR OTHERWISE USING OR RELYING ON THIS WEBSITE. 

This Website’s Terms & Conditions contains a choice of law provision. If you are accessing this Website outside of the United States, the laws and regulations of your country of access do not govern this agreement or your access to the Website.

This website (the “Website”) is owned and operated by Astro Biosciences, LLC.  These Terms of Use and Conditions of Purchase and any amendments or supplements to it, together with this site’s posted Privacy Policy and any other policy posted on https://www.buyastrosmart.com form a legally binding agreement (the “Agreement”) between you and Astro Biosciences, LLC. This Agreement governs your access to and use of this and any other Astro Biosciences, LLC Website, any order you place through any Astro Biosciences, LLC website or by telephone or other method of purchase, and, as applicable, your use or attempted use of the products and services offered on or available through one of the sites or by telephone.

Your purchase of a Astro Biosciences, LLC product or service and/or use of this Website shall be deemed to constitute your consent to be bound by the terms of this Agreement  and shall be enforceable in the same way as if you had signed this Agreement. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, PLEASE DO NOT PLACE AN ORDER FOR A PRODUCT OR SERVICE OR USE THIS WEBSITE. THIS AGREEMENT INCLUDES A MANDATORY ARBITRATION AGREEMENT, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY CLAIM (DEFINED IN SECTION 20 BELOW) TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT.  IF YOU WANT TO OPT-OUT OF THE MANDATORY ARBITRATION AGREEMENT, SECTION 20 BELOW DESCRIBES THE OPT-OUT PROCEDURES YOU MUST FOLLOW TO DO SO.  THE ARBITRATION AGREEMENT ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY CLAIM INDIVIDUALLY AND NOT AS A MEMBER OF A CLASS ACTION

1. Who is Eligible to Use the Website or Purchase a Astro Biosciences, LLC Product or Service?

This Website is intended for adults (age 18 or older).  In order to use the Website, you must be (a) 18 years or older and have the legal capacity to enter into a binding contract with us; or (b) 13 years or older and if purchasing products or services, your parent or guardian consents to the Agreement and your parent or guardian has the legal capacity to enter into an Agreement with us.  The Website is not intended for children under the age of 13 and no person under the age of 13 may use the Website.  If you use the Website, you are affirming that you are at least 13 years old.

2. Sharing Your Content

Subject to the limitations set forth herein, you may upload any photographs, comments, video clips, reviews and other communications and content to the Website (“Your Content”).  By posting or submitting Your Content you grant Astro Biosciences, LLC a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content, and the name submitted in connection with such content, throughout the world in any media now known or hereafter conceived.  Astro Biosciences, LLC is free to use any ideas, concepts or know-how contained in Your Content for any purpose whatsoever including, but not limited to, developing, manufacturing, distributing and marketing products that use such information.

You represent and warrant that (a) you own or otherwise control all of the rights to Your Content; (b) that Your Content is accurate; (c) that use of Your Content does not violate this Agreement and will not cause injury to any person or entity; and (d) that you will indemnify Astro Biosciences, LLC for all claims relating to Your Content.

We will not be responsible or liable to you or to any third party for the content or accuracy of Your Content.  Astro Biosciences, LLC has the right, but not the obligation, to monitor and edit or remove any activity or content for any reason and without notice.  Astro Biosciences, LLC takes no responsibility and assumes no liability for Your Content or for any of Your Content posted by a third party.

 

3. Your Use of the Website

You must only use the Website for lawful purposes and you must not use it in a way that infringes the rights of anyone else or that restricts or inhibits anyone else’s enjoyment of the Website.  You may not (without our prior written consent):

  1. copy, reproduce, rent, lease, loan or sell content retrieved from the Website;
  2. modify, distribute or re-post any content on the Website for any purpose; or
  3. use the content of the Website for any commercial purpose whatsoever.

When using the Website, you further agree:

  1. not to disrupt or interfere with the security of, or otherwise abuse, the Website, or any services, system resources, accounts, servers, or networks connected to or accessible through the Website or an affiliated or linked Website;
  2. not to disrupt or interfere with any other user’s enjoyment of the Website and affiliated or linked websites;
  3. not to upload, post or otherwise transmit through or on the Website any viruses or other harmful, disruptive or destructive files;
  4. not to use, frame or utilize framing techniques to enclose any Astro Biosciences, LLC trademark, logo or other proprietary information (including the images found on the Website or on any Astro Biosciences, LLC social media page that links to the Website, the content of any text, or the layout/design of any page or form contained on a Website page) without the Astro Biosciences, LLC written consent;
  5. not to reverse engineer or create derivative works based on the Website or any content (including, without limitation, any software) available through the Website.
  6. not to use meta tags or any other “hidden text” utilizing Astro Biosciences, LLC company name, trademark or product name without Astro Biosciences, LLC written consent;
  7. not to deep-link to the Website without the company’s written consent;
  8. not to use a false identity or an identity of another person on the Website, allow any person besides yourself to use your account information to access the Website or use or share another party’s information on the Website;
  9. not to collect or store personal data about others;
  10. not to attempt to obtain unauthorized access to the Website or portions of the Website that are restricted from general access;
  11. not to post any material that is knowingly false, defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person’s privacy or otherwise in violation of any law, these Terms & Conditions, the Website’s Privacy Policy or other posted policies. You also agree not to post any copyrighted material unless the copyright is Your Content;
  12. to be bound by the company’s submission policies, including that: (i) any product, service, or idea you submit to any Astro Biosciences, LLC company via this site or other site wherein your submission will not be held in confidence by Astro Biosciences, LLC and is not proprietary, (ii) Astro Biosciences, LLC may use the submission, and any aspect thereof for any purposes in Astro Biosciences, LLC sole discretion; and (iv) that Astro Biosciences, LLC owes no duties or obligations with respect to you or the submission you made; and
  13. to comply with all applicable laws regarding your use of the Website.

 

4. Our Intellectual Property Rights and the Intellectual Property Rights of Others

You acknowledge that content available through the Website or other pages we operate, including, without limitation, content in the form of text, graphics, software, music, sound, photographs, images, and videos and content provided by suppliers, sponsors, or third-party advertisers (“Intellectual Property Rights”), is protected by copyright, trademark, patent, or other proprietary rights and laws.  You are hereby granted a non-exclusive, non-transferable, revocable, limited license to view, copy and print content retrieved from the Website for the sole purpose of placing an order via the Website, provided that you do not remove, alter or obscure the Intellectual Property Right notice or other notices displayed on or embedded in the content.  Except as expressly provided in this Agreement, nothing contained in this Agreement or on the Website shall be construed as conferring any other license or right, expressly, by implication, by estoppel, or otherwise under any of Astro Biosciences, LLC company’s or a third party’s Intellectual Property Rights.  Any rights not expressly granted herein are reserved.

 

5. Information is not Intended to Provide Medical Diagnosis, Advice or Treatment

THE INFORMATION (INCLUDING, WITHOUT LIMITATION, ADVICE AND RECOMMENDATIONS) PROVIDED IN THE WEBSITE, VIA TELEPHONE OR INCLUDED IN MARKETING MATERIALS IS NOT INTENDED TO BE PROVIDED AS MEDICAL OR HEALTHCARE ADVICE, OR TO BE USED FOR MEDICAL DIAGNOSIS OR TREATMENT AND STATEMENTS MADE ON OUR WEBSITES HAVE NOT BEEN EVALUATED BY THE FDA (UNITED STATES FOOD & DRUG ADMINISTRATION) AND PRODUCTS AVAILABLE THROUGH THIS WEBSITE ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE.  THIS SITE IS ALSO NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL ADVICE OR SERVICES FROM A QUALIFIED PET CARE PROVIDER.  ALWAYS SEEK THE ADVICE OF YOUR PET CARE PROVIDER BEFORE STARTING ANY NEW PROGRAM OR TAKING ANY SUPPLEMENT.  YOUR USE OF THE WEBSITE IS SUBJECT TO THE ADDITIONAL DISCLAIMERS OR POLICIES THAT APPEAR ON THE WEBSITE, IN THESE TERMS AND CONDITIONS OR THE PRIVACY POLICY.

ASTRO BIOSCIENCES, LLC, ITS AGENTS AND REPRESENTATIVES ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE INFORMATION, SERVICES, OR OTHER MATERIAL ON THE WEBSITE.  WHILE WE SEEK TO KEEP THE INFORMATION ON THE WEBSITE ACCURATE AND UP-TO-DATE, ASTRO BIOSCIENCES, LLC CANNOT GUARANTEE, AND SHALL NOT BE RESPONSIBLE FOR, ANY DAMAGE OR LOSS RELATED TO THE ACCURACY OR TIMELINESS OF ANY  INFORMATION AVAILABLE ON THE WEBSITE.

 

6. No Warranty; Disclaimer

THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  EXCEPT AS SPECIFICALLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ASTRO BIOSCIENCES, LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  ASTRO BIOSCIENCES, LLC DOES NOT MAKE ANY WARRANTY THAT THE WEBSITE WILL MEET ANY REQUIREMENTS, OR THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED.  ASTRO BIOSCIENCES, LLC MAKES NO WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, THE PRODUCTS OR SERVICES OFFERED ON THE WEBSITE  OR AS TO THE ACCURACY, QUALITY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH ANY ASTRO BIOSCIENCES, LLC WEBSITE, INCLUDING BUT NOT LIMITED TO  INFORMATION OBTAINED THROUGH ANY LIVE CHAT OR STATIC OR DYNAMIC CONTENT.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS USED AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ASTRO BIOSCIENCES, LLC OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

7. Links to third party websites

The Website may provide links to other websites or resources, including advertisers, over which Astro Biosciences, LLC has no control.  These links are provided for the user’s convenience and should not be viewed to be an endorsement by Astro Biosciences, LLC of that third party site’s content, product or services.  Your access, view and use of these links, is at your own risk.  Astro Biosciences, LLC makes no representations or warranties with respect to the content, ownership or legality of any third party linked websites.  You agree that Astro Biosciences, LLC has no responsibility or liability for the availability of such external websites or resources, or for the content, advertising, products, or other materials available through third party websites or resources.  When you leave the Website via a link to another website, you are subject to that site’s privacy policy, terms of use and other policies (“Third Party website policies”) applicable to that site and you should review the Third Party website policies.

8. Product or Services available on or through the Website

Astro Biosciences, LLC reserves the right, without notice, to discontinue products or services or modify specifications and prices on products or services without incurring any obligation to you.  Astro Biosciences, LLC takes reasonable steps in an effort to insure that the prices set forth on the Website, or provided by telephone are correct, and to accurately describe and display the items available on the Website.  However, when ordering products or services, please note that Astro Biosciences, LLC does not warrant that product or service descriptions are accurate, complete, current, or error-free or that packaging will match the actual product or service that you receive.  If any item or service described on the Website or via telephone is not as described when you receive it or the packaging on the Website does not match what your you receive, your sole remedy is to return it to us in an unused/unopened and undamaged condition in accordance with the Return Policy available on the Website or by calling a customer care professional at the telephone number posted on the Website.  Astro Biosciences, LLC descriptions of, or references to, products or services not owned by Astro Biosciences, LLC are not intended to imply endorsement of that product, or constitute a warranty by Astro Biosciences, LLC unless expressly stated on the Website.  Notwithstanding the foregoing, in the case of a material change in the terms of an automatic renewal program that you have accepted, Astro Biosciences, LLC will provide you with a notice of the material change and information regarding how to cancel the program.

9. Pricing Errors and Product or Service Unavailability

Prices, availability and other purchase terms are subject to change at any time and generally without notice.  We make every effort to provide accurate pricing information and to insure product or service availability, however, Astro Biosciences, LLC reserves the right to revoke any offer to correct errors, inaccuracies or omissions, including after receiving an order has been submitted, confirmed or after your credit card has been charged.  If your order is canceled because of an error, your credit card will be refunded the full amount of your order.  Please allow for one full billing cycle to complete the refund process.

10. Order Placement and Acceptance

If you order a product or service, payment must be received by Astro Biosciences, LLC before your order is accepted.  Astro Biosciences, LLC may require additional information regarding your order if any required information was missing or inaccurate and may cancel or limit an order any time after it has been placed.

Your order, whether by phone, online or by another order method, is conditioned on you accepting this Agreement.  Once we receive your authorized order and a form of payment has been received, we will promptly process your order for shipment or delivery.  All items and services are subject to availability.  We will notify you if any item or service order is not available, the expected availability date and may offer you an alternative product or service.  If the availability of any product or service is delayed and you do not wish to substitute the product or service, upon your request, we will cancel your order and if previously charged, your credit card will be refunded.

Astro Biosciences, LLC does not accept orders from dealers, wholesalers or customers who are resellers or intend to resell items offered on the Website.  If Astro Biosciences, LLC discovers that you are placing orders with the intent to resell items offered on the Website, on the telephone or any other platform, we will immediately cancel your order, suspend or terminate your account and, at our option, pursue any and all available legal remedies from you under applicable law.  To the extent your conduct may be fraudulent, such as purchasing products through the use of fake or stolen cards, Astro Biosciences, LLC will report you to federal, state and/or local enforcement authorities.

11. Shipping

Astro Biosciences, LLC will add applicable shipping and handling fees to your order.  Unless otherwise stated, Astro Biosciences, LLC will use commercially reasonable efforts to fulfill your order within a reasonable time after receipt of your properly completed order.  Although Astro Biosciences, LLC may provide delivery or shipment timeframes or dates, such dates are good-faith estimates and are subject to change.  You further understand that product or service availability may be limited and particular products or services may not be available for immediate delivery.  If your order will be delayed Astro Biosciences, LLC will contact you at the e-mail, phone or street address you provided when placing your order.  If Astro Biosciences, LLC is unable to contact you or you contact Astro Biosciences, LLC to cancel your order, Astro Biosciences, LLC will cancel the order and refund the amount charged.  Astro Biosciences, LLC shall not be liable for any loss, damage, cost or expense related to any delay in shipment or delivery caused by any third party carrier or other delivery service not owned or controlled by Astro Biosciences, LLC.  The risk of loss and title for such items will pass to you upon our delivery to any third party carrier.  Astro Biosciences, LLC reserves the right to reject orders where the stated delivery address is outside the United States.

12. Payment Information

When ordering products or services through the Website, by telephone or otherwise, you agree to provide only truthful, accurate, current and complete payment information.  By placing an order, you represent and warrant that you will only provide payment information which is yours or information you are authorized to use and provide to us for purposes of placing an order.  Astro Biosciences, LLC reserves the right to cancel any order or to suspend or terminate your account if we have grounds to believe that you have provided inaccurate, not current, fraudulent or incomplete payment information to Astro Biosciences, LLC or for any other reason that we, in our sole discretion, believe appropriate.  You agree that your placement of an order on or through this Website is sufficient to satisfy any applicable Statute of Frauds and no further writing is required.

13. Automatic Shipment Terms

By placing an order online, by telephone or other order method as part of an automatic renewal program YOU CONSENT TO CHARGES BEING AUTOMATICALLY MADE TO YOUR CREDIT OR DEBIT CARD FOR SUBSEQUENT SHIPMENTS AND YOUR PARTICIPATION IN THE PROGRAM SHALL BE IN EFFECT UNTIL IT IS CANCELED BY YOU.

IF YOU PARTICIPATE IN AN AUTOMATIC RENEWAL PROGRAM AND YOU HAVE PROVIDED US WITH A VALID CREDIT CARD NUMBER OR AN ALTERNATE PAYMENT METHOD, EACH SHIPMENT WILL BE AUTOMATICALLY PROCESSED AT THE SCHEDULED TIME OF EACH SHIPMENT OR INSTALLMENT AND WILL BE BILLED TO THE PAYMENT METHOD YOU PROVIDED TO US AT THE TIME OF YOUR INITIAL PURCHASE AND AGREEMENT TO PARTICIPATE IN THE PROGRAM.  IF YOU WISH TO CANCEL YOUR PARTICIPATION IN AN AUTOMATIC RENEWAL PROGRAM, YOU MAY DO SO AT ANY TIME BY CONTACTING A CUSTOMER CARE PROFESSIONAL VIA THE CONTACT INFORMATION PROVIDED ON THE WEBSITE.

You agree that these Terms & Conditions, which are available on the Website and can be readily accessed, downloaded and/or printed by you, shall constitute an acknowledgment of the terms of Astro Biosciences, LLC automatic renewal program, cancellation policy and information regarding how to cancel the program in a manner that is capable of being retained by you.

We may, in our sole discretion, terminate the program or your participation in the program at any time and will provide you with notice of same.  You are obligated to provide current, complete, and accurate information for your account.  You are responsible for updating all information, including credit card or payment information, to keep your billing account current, complete, and accurate (e.g., change in billing address, credit card number or credit card expiration date).  You must promptly notify us if your credit card information is cancelled or is no longer valid (e.g., loss or theft) or your shipment may be delayed or cancelled.  Changes to such information can be made by contacting a customer care professional.  Please see the Website for information on how to contact a customer care professional.  If you participate in an automatic shipment program using a credit card and your credit card fails to process for a subsequent shipment, Astro Biosciences, LLC may contact you for alternate payment information.  If you fail to pay for any product or service received, your account may be sent for collection.

14. United States Return & Refund Policy

If you accessed this Website or made your first product purchase from the United States and for any reason you are not completely satisfied with your first purchase, simply contact our Customer Care Department at 1-800-935-4665 within thirty (30) days of your first purchase for a complete refund (less shipping and handling). No refunds will be issued for returns after the thirty (30) day period from your initial order date. Recurring auto-shipments beyond the thirty (30) day trial period from the initial order date do not qualify for money back guarantee and no refunds will be issued for product returned outside the thirty (30) day period from your initial order date. All “Buy 1 Get 1 Free” promotions apply to the first order only and require recurring monthly auto-shipments as set forth and agreed upon at the time of the initial order date. You may change your monthly recurring auto-shipment at any time by contacting our customer service center.

The product will only be shipped following authorization of the monthly billing amount to your credit card information provided at the time of your initial order. You may cancel your credit card authorization by notifying us at least ten (10) days prior to the next billing cycle, which will result in no further billing and shipments of product. Cancellation will only take effect after we have had sufficient time to allow us and our financial institution, using commercially reasonable (but not extraordinary) efforts to act on this notice.

15. Electronic Documents and Signatures

All information communicated on the Website is considered an electronic communication.  When you communicate with any Astro Biosciences, LLC company through or on the Website or via other forms of electronic media, such as e-mail, you are communicating with the company electronically.  You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements and other communications that we provide to you electronically are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.

You further acknowledge and agree that by clicking on a button labeled “SUBMIT”, “BUY NOW”, “PURCHASE”, “ORDER NOW”, “I ACCEPT”, “I AGREE” or similar links or buttons, you are submitting a legally binding electronic signature and are entering into a legally binding contract.  You acknowledge that your electronic submissions constitutes your agreement and intent to be bound by this Agreement.  Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L.  106-229 or other similar statutes (and any revisions or amendments thereto). YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE WEBSITE.  Furthermore, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature, delivery or retention of non-electronic records or to payments or the granting of credits by other than electronic means.

16. Communicating with Astro Biosciences, LLC Companies

You understand that all telephone calls, live chats and other communications such as personal messaging or social media posts to or from Astro Biosciences, LLC are monitored and recorded and YOU CONSENT TO SUCH MONITORING AND RECORDING.

You verify that any contact information provided to Astro Biosciences, LLC is true and accurate.  You further verify that you are the account subscriber or that you own or are an authorized user of any telephone numbers, email addresses, etc. that you provide to Astro Biosciences, LLC. You further agree that Astro Biosciences, LLC and/or its agents may contact you at any telephone numbers, email addresses, etc. that you provide to Astro Biosciences, LLC and/or its agents, including via text and/or an automatic telephone dialing system or artificial or prerecorded voice, for any purpose, including service or marketing, even if your telephone number is on a corporate, state or National Do Not Call Registry.  You understand that you are not required to provide such consent as a condition of receiving any good or service, and that such communications may be made by or on behalf of Astro Biosciences, LLC.  You acknowledge that you may incur a charge for these communications by your telephone or internet carrier and that Astro Biosciences, LLC will not be responsible for these charges.

Astro Biosciences, LLC may obtain, and you expressly agree to be contacted at, e-mail addresses, mailing or shipping addresses, phone numbers or other communication accounts provided by you directly or obtained through other lawful means, such as skip tracing.  You agree to provide Astro Biosciences, LLC notice within 30 days of any change to your contact information by writing to 6001 Broken Sound Parkway N.W., Suite 404, Boca Raton, FL 33487, Attention: Customer Care or emailing info@astrobiosciences.com.  Your consent to this communications provision is not required to make any purchase with Astro Biosciences, LLC.

17. Limited Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL ASTRO BIOSCIENCES, LLC, ITS SUPPLIERS, REPRESENTATIVES, AFFILIATES OR AGENTS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.  THIS INCLUDES WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.  THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE RESULTING FROM (1) THE USE OF, OR THE INABILITY TO USE, THE WEBSITE; (2) THE USE OF, OR THE INABILITY TO USE, ITEMS OR SERVICES PURCHASED ON OR THROUGH THE WEBSITE; OR (3) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR ITEMS.

18. Indemnification

You agree to indemnify and hold harmless Astro Biosciences, LLC and all directors, officers, employees, representatives, agents, contractors, co-branders, suppliers and affiliates from and against any and all liability, losses, claims, demands, disputes, damages and costs of any kind including, without limitation, reasonable attorneys’ fees and costs of litigation resulting from or in any way connected with (i) your use of the Website; (ii) information you submit or transmit through the Website; (iii) privacy, tort or other claims (e.g., claims under the Federal Telephone Consumer Protection Act or its state law equivalent) relating to the provision of personal information (e.g., telephone number) to Astro Biosciences, LLC that is not owned by you, in contravention of this Agreement; or (iv) your breach of this Agreement.

19. Termination, Suspension, Revision of Website

You agree that Astro Biosciences, LLC may, in its sole discretion and at any time, revise, terminate or suspend its operation of the Website or your use of the Website, without prior notice to you, for any reason.  You further agree that Astro Biosciences, LLC shall not be liable to you or to any third party for the consequences of such termination, suspension or revision.  In the event of any change to your use of or access to the Website, you agree that the provisions of the Agreement regarding protection of intellectual property rights and license, indemnification and disclaimer regarding information provided on the Website, disclaimer of warranties with respect to use of the Website, limitation on Astro Biosciences, LLC liability, and pre-dispute, mandatory binding arbitration and class action waiver shall survive any such termination, suspension or revision.

20. Pre-Dispute, Mandatory Binding Arbitration and Class Action Waiver

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS.  YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH BINDING ARBITRATION.  YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY.  THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. 

YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. 

General

Arbitration is a manner of resolving a “Claim” without filing a lawsuit.  “Claim” means any dispute between you, Astro Biosciences, LLC (or its affiliates, including as defined above, or agents or representatives) or any involved third party relating to your account, your use of the Website, your relationship with Astro Biosciences, LLC or these Terms & Conditions.  This includes any and all Claims that arise from or relate in any way to your use of the products or services, your attempted use of the products or services, the use of the Website and any act or omission by Astro Biosciences, LLC or any third party related to your use or attempted use of the products or services.  You, Astro Biosciences, LLC or any involved third party may pursue a Claim.  Astro Biosciences, LLC agrees to binding arbitration should it have any Claims against you.  Likewise, you agree to binding arbitration should you have any Claims against Astro Biosciences, LLC.  By agreeing to arbitrate, you waive the right to go to court and agree instead to submit any Claims to binding arbitration.  This includes Claims based on contract, tort, equity, statute, or otherwise, as well as Claims regarding the scope and enforceability of this provision.  It includes all Claims by or against you, Astro Biosciences, LLC and/or any affiliated person, company and/or agent.  This arbitration provision sets forth the terms and conditions of our agreement to binding arbitration and is governed by and enforceable under the Federal Arbitration Act (the “FAA”), 9 U.S.C.  §§ 1-16, as amended.

Exceptions

As an exception to binding arbitration, you and Astro Biosciences, LLC both retain the right to pursue, in a small claims court, any Claim that is within that court’s jurisdiction and proceeds on an individual (non-class) basis, including overdue account matters within the small claims court’s jurisdiction.  Astro Biosciences, LLC will not demand arbitration in connection with any individual Claim that you properly file and pursue in a small claims court, so long as the Claim is pending only in that court.  Binding arbitration also does not apply to disputes concerning trade secret misappropriation, patent infringement, copyright infringement or misuse, or trademark infringement or dilution.

Required Pre-Dispute Procedures

You acknowledge and agree that before initiating any Claim (subject to the exceptions above) against Astro Biosciences, LLC, you will first give us an opportunity to resolve your problem or dispute.   You are required to send a written description of the issue to us, including, but not limited to, information or representations related to the product or service upon which you rely.  You may send the written description by U.S. Mail to Astro Biosciences, LLC., 6001 Broken Sound Parkway, N.W., Suite 404, Boca Raton, FL 33487, Attn: Legal Department. You agree to negotiate with Astro Biosciences, LLC or its designated representative in good faith about your problem or dispute.  If for some reason your problem or dispute is not resolved to your satisfaction within sixty (60) days after Astro Biosciences, LLC receipt of your written dispute, you agree to the dispute resolution provisions below.

Commencing Arbitration

You and Astro Biosciences, LLC agree to commence any arbitration proceeding within one (1) year after the Claim arises (the one (1) year period includes the required pre-dispute procedures set forth above) and that any arbitration proceeding commenced after one (1) year shall be barred.

Arbitration Location

For your convenience, the arbitration may be conducted in the federal district where you reside. If both you and Astro Biosciences, LLC agree, the arbitration may be held by telephone or through written submissions.

Organization, Rules and the Arbitrator

You agree that any Claims shall be resolved by submitting the dispute to final and binding confidential arbitration before a single arbitrator who is a retired judge or an experienced attorney with experience in the subject(s) of the Claim.  The arbitrator shall be chosen from JAMS Comprehensive Arbitration Rules and Procedures (see www.jamsadr.com) and the arbitration rules of the selected tribunal shall apply, which can be obtained by calling the selected tribunal or visiting its website.

The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability or enforceability of these Terms & Conditions    and this arbitration provision.  The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this Agreement can enforce this provision against you or Astro Biosciences, LLC.

Fees

The parties shall share equally the arbitrator fees for an arbitration initiated by either party.  The parties shall each pay their own fees, costs and expenses, including but not limited to, those for any attorneys, experts, documents and witnesses.

Award

The arbitrator shall follow Florida substantive law and any ordered relief shall be binding. The arbitrator may award any form of individual relief including injunctions and punitive damages.  The arbitrator may award costs or fees to a prevailing party.  Nothing herein shall be construed to limit the arbitrator’s ability to award remedies provided by applicable law.  Any award rendered shall include a written opinion and shall be final subject to appeal under the FAA.

Enforceability

This provision survives termination of your account or relationship with Astro Biosciences, LLC, bankruptcy, assignment or transfer.  If the class action waiver is deemed unenforceable (i.e. unenforceability would allow arbitration to proceed as a class or representative action) then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect.

Miscellaneous

Failure or any delay in enforcing this arbitration provision in connection with any particular Claims will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other Claims except all Claims must be brought within the one (1) year limitation period set forth above.  This provision is the entire arbitration agreement between you and Astro Biosciences, LLC and shall not be modified except in writing by Astro Biosciences, LLC.

Amendments

Astro Biosciences, LLC reserves the right to amend this arbitration provision at any time. Your continued use of any Astro Biosciences, LLC Website, purchase of a product or service on or through a Astro Biosciences, LLC website, or use or attempted use of a Astro Biosciences, LLC product or service, is affirmation of your consent to such changes.  Should the changes to this arbitration provision be material, Astro Biosciences, LLC will provide you notice and an opportunity to opt-out. Your continued use of any Astro Biosciences, LLC site, purchase of a product or service through any site or use or attempted use of a Astro Biosciences, LLC product or service is affirmation of your consent to such material changes.

YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS FROM THE DATE OF PURCHASE, USE OR ATTEMPTED USE OF A PRODUCT OR SERVICE PURCHASED BY PHONE OR ON OR THROUGH THIS ASTRO BIOSCIENCES, LLC. WEBSITE (WHICHEVER COMES FIRST) BY WRITING TO ASTRO BIOSCIENCES, LLC., 6001 BROKEN SOUND PARKWAY N.W., SUITE 404, BOCA RATON, FL 33487 ATTN: LEGAL DEPARTMENT.

FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE IDENTIFYING ANY PRODUCT OR SERVICE YOU PURCHASED, USED OR ATTEMPTED TO USE WITHIN THE THIRTY (30) DAYS AND THE DATE YOU FIRST PURCHASED, USED OR ATTEMPTED TO USE THE PRODUCT OR SERVICE.  UNTIMELY OPT-OUTS WILL NOT BE VALID AND YOU MUST PURSUE YOUR CLAIM THROUGH ARBITRATION AS SET FORTH IN THIS AGREEMENT.

21. Choice of Law and Exclusive Venue for all other Controversies

This Agreement is governed by the laws of the United States. If you are accessing this Website from outside the United States, the laws and regulations of your country to do not apply. You agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions set forth in Section 20 of this Agreement (other than an individual action filed in small claims court with jurisdiction) shall be filed only in a court of competent jurisdiction located in Palm Beach County, Florida and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.

22. Astro Biosciences, LLC Remedies

In order to prevent or limit irreparable injury to Astro Biosciences, LLC, in the event of any breach or threatened breach by you of any provisions of this Agreement, Astro Biosciences, LLC shall be entitled to seek an injunction or other equitable relief restraining such breach. Nothing in this Agreement shall be construed as prohibiting Astro Biosciences, LLC from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of monetary damages from you.

23. Modifications

Astro Biosciences, LLC may make changes to these Terms &Conditions, from time to time, in its sole discretion, by updating and posting the revised terms on the Website without notice to you.  Your continued use of a Astro Biosciences, LLC product or service, including through an automatic renewal program or use of the Website following the posting of a new version of the Terms & Conditions   constitutes your acceptance of any such changes. Accordingly, whenever you make a purchase or visit the Website, you should check to see if a new version of the Terms & Conditions has been posted.

24. Trademarks

All trademarks and service marks displayed on the Website are the property of Astro Biosciences, LLC or other respective owners.  You may not use or display any trademarks or service marks owned by any Astro Biosciences, LLC company without the company’s prior written consent and you may not otherwise use or display any other trademarks or service marks displayed on the Website without the permission of the owner.

25. Copyright Policy

Astro Biosciences, LLC respects the copyright and intellectual property rights of others and may, without notice, remove content that appears to infringe the copyright or other intellectual property rights of others.  In addition, Astro Biosciences, LLC may terminate Website access by users who appear to infringe the copyright or other intellectual property rights of others.  Further, Astro Biosciences, LLC will comply with the Digital Millennium Copyright Act.

If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide notice to Astro Biosciences, LLC via e-mail to: info@astrobiosciences.com (Astro Biosciences, LLC copyright agent. Please include in the notice the following information:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
  2. A description of the copyrighted work that you claim has been infringed.
  3. A description of where the material that you claim is infringing is located on the Website.
  4. Your address, telephone number and e-mail address.
  5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law.
  6. A statement by you, made under penalty of perjury (e.g. notarized affidavit), that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please direct other inquiries regarding any infringement issues by email to info@astrobiosciences.com.

26. Additional Terms

The Astro Biosciences, LLC company operating this site or providing products and services through this site, may assign, transfer or sub-contract any of its rights or obligations under this Agreement to any third party or any Astro Biosciences, LLC company at its discretion. Any representations, warranties and indemnification obligations made or undertaken by you will survive cancellation or termination of your account or relationship with Astro Biosciences, LLC.  No delay by Astro Biosciences, LLC in exercising any right or remedy under this Agreement  shall operate as a waiver of that right or remedy or shall affect Astro Biosciences, LLC ability to subsequently exercise that right or remedy.  Any waiver must be agreed to by Astro Biosciences, LLC in writing.  If any term or provision of these Agreement is held invalid, illegal or unenforceable for any reason by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement supersedes and replaces any other terms previously published by us and any other representations or statements made by us to you, whether oral, written or otherwise.