CSQ Bio, LLC and C2 Bio, LLC
Terms of Service
These Terms of Service are effective as of August 5, 2021. THESE TERMS OF SERVICE (“TERMS”) GOVERN YOUR USE OF OUR SERVICES AND SITE.
1. Acceptance of Terms
CSQ Bio, LLC and C2 Bio, LLC (individual and collectively, “Company”,
“we” or “our”) provide certain Services (as defined below) to you
through its website located at either the www.c2-bio.com homepage, and
all web pages accessible through that homepage that share the same
domain name, or the www.csqbio.com homepage, and all web pages
accessible through that homepage that share the same domain name
(individually and collectively, the “Website”), subject to these
Terms. By accessing the Website, you are agreeing to be bound by these
Terms, all applicable laws and regulations, and agree that you are
responsible for compliance with any applicable laws. If you are
entering into these Terms on behalf of another individual or entity,
you represent that you have the legal authority to bind such
individual or entity to these Terms, in which case the terms “you,”
“your” or related capitalized terms herein shall refer to such
individual or entity. If you do not agree with any of these Terms, you
are prohibited from using or accessing this Website. The materials
contained in this Website are protected by applicable copyright and
trademark law. You acknowledge that these Terms constitute a contract
between you and Company, even though it is electronic and is not
physically signed by you and Company. You further acknowledge that
these Terms govern your use of the Services and your purchase of any
products and/or equipment (“Products”) from Company and, except for
written agreements or addendums signed by the parties that
specifically modify or that conflict with these Terms, these Terms
supersede any other agreements between you and Company.
2. Services and Use License
Company offers the sale of Products through the Website (collectively,
the “Services”). The Service includes the Website (and including links
to third-party websites) and the other products and equipment provided
to you through the Website including all software, data, text, images,
sounds, videos, and other content made available through the Website
(collectively, “Content”). Any new features added to or augmenting the
Service are also subject to these Terms. Permission is granted to
temporarily download one copy of the materials (information or
software) on the Website for personal, non-commercial transitory
viewing only. This is the grant of a license, not a transfer of title,
and under this license you may not:
– modify or copy the materials;
– use the materials for any commercial purpose, or for any public
display (commercial or non-commercial);
– attempt to decompile or reverse engineer any software contained on
C2 Bio, LLC’s website;
– remove any copyright or other proprietary notations from the
materials;
or – transfer the materials to another person or “mirror” the
materials on any other server.
This license shall automatically terminate if you violate any of these
restrictions and may be terminated by Company at any time. Upon
terminating your viewing of these materials or upon the termination of
this license, you must destroy any downloaded materials in your
possession whether in electronic or printed format. You agree not to
(a) license, sublicense, sell, resell, rent, lease, transfer, assign,
distribute, time share or otherwise commercially exploit or make the
Services available to any third party, other than as expressly
permitted by these Terms; (b) use the Services to process data on
behalf of any third party, (c) modify, adapt or hack the Services to
falsely imply any sponsorship or association with Company, or
otherwise attempt to gain unauthorized access to the Services or its
related systems or networks; (d) use the Services in any unlawful
manner, including but not limited to violation of any persons privacy
rights, infringing any person’s intellectual property rights, or
sending spam or otherwise duplicative or unsolicited messages in
violation of applicable law, (e) use the Services in any manner that
interferes with or disrupts the integrity or performance of the
Services and their components; (f) attempt to decipher, decompile,
reverse engineer or otherwise discover the source code of any software
making up the Services; (g) use the Services to knowingly post,
upload, link to, send or store any content that is unlawful, racist,
hateful, obscene, discriminatory, or contains any viruses, malware,
Trojan horses, time bombs, or any other similar harmful software; (h)
attempt to use any method to gain unauthorized access to any paid
features of the Website; (i) unless otherwise explicitly agreed to in
writing by Company, use the Website or any content obtained from it to
develop, as a component of, any information, storage and retrieval
system, database, information base, or similar resource (in any media
now existing or hereafter developed), that is offered for commercial
distribution of any kind, including through sale, license, lease,
rental, subscription, or any other commercial distribution mechanism;
(j) use automated scripts to collect information from or otherwise
interact with the Website or the Services; (k) deep-link to the
Website for any purpose, unless expressly authorized in writing by
Company; (l) try to use, or use the Services in violation of these
Terms; or (m) use the Services for any purpose competitive with
Company. You are responsible for all information, data, text, messages
or other materials that you post or is otherwise transmitted via the
Services. Subject to these Terms, you agree to access and use the
Services only for your own internal and individual purposes as
contemplated by these Terms. To be eligible to use the Services, you
must meet the following criteria and represent and warrant that you:
(1) are 18 years of age or older; (2) are not currently restricted
from the Services or otherwise prohibited from having a Company
account, (3) are not a competitor of Company or are not using the
Services for reasons that are in competition with Company; (4) have
full power and authority to agree to these Terms and doing so will not
violate any other agreement to which you are a party; (5) will not
violate any rights of Company, including intellectual property rights
such as patent, copyright or trademark rights; and (6) agree to
provide at your cost all equipment, software, and internet access
necessary to use the Services.
3. Disclaimer
THE MATERIALS ON THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS. THE COMPANY MAKES NO WARRANTIES OF ANY KIND TO THE
FULLEST EXTENT PERMITTED BY LAW, AND COMPANY EXPRESSLY DISCLAIMS ANY
AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS
AND NEGATES ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION,
IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, FITNESS
FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY
OR OTHER VIOLATION OF RIGHTS. COMPANY CANNOT GUARANTEE AND DOES NOT
PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEBSITE AND/OR THE
SERVICES.
FURTHER, THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS
CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF
THE MATERIALS ON ITS SERVICES, WEBSITE OR OTHERWISE RELATING TO SUCH
MATERIALS OR ON ANY THIRD-PARTY SITES (AS DEFINED BELOW) LINKED TO
THIS WEBSITE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES,
CONTENT OR MATERIALS FROM OR RELATED TO THE SERVICES ARE CURRENT OR
ERROR-FREE OR THAT THE WEBSITE OR THE SERVICES, SERVERS, OR ANY
PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF
ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED
SOFTWARE TO DETECT AND DISINFECT VIRUSES. ALL RESPONSIBILITY OR
LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE
ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED. WITHOUT
LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR
OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY
MOBILE CLIENT) FROM OR THROUGH THE WEBSITE, THE SOFTWARE, OR ANY
PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU
WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO
YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF
ANY KIND THAT MAY RESULT.
YOU ACKNOWLEDGE THAT COMPANY DOES NOT WARRANT THAT INFORMATION OR
ADVICE OR ASSISTANCE OR SERVICES OBTAINED BY YOU FROM COMPANY OR
THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN
THESE TERMS. COMPANY DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY
SUCH INTERRUPTION OR ERRORS IN THE FUNCTIONING OF THE WEBSITE, EXCEPT
AS OTHERWISE EXPRESSLY SET FORTH HEREIN. FURTHERMORE, COMPANY
DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF
ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE
EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE
SATURATION OF THE INTERNET NETWORK, ERROR, OMISSION, INTERRUPTION,
DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS
LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR
ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE SERVICE OR
ITS USE, LOSS OF PERSONAL CONTENT ON THE WEBSITE, LOST OR
UNDELIVERABLE EMAIL, AND FOR ANY OTHER REASON. UNDER NO CIRCUMSTANCES
WILL COMPANY BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, BUT NOT
LIMITED TO PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE
WEBSITE, OR ANY INTERACTIONS BETWEEN USERS OF THE WEBSITE OR THE
SERVICES, WHETHER ONLINE OR OFFLINE. You acknowledge that there may be
interruptions in service or events that are beyond our control. While
we use reasonable efforts to keep the Website accessible, the Website
may be unavailable from time to time for any reason including, without
limitation, routine maintenance. You understand and acknowledge that
due to circumstances both within and outside of our control, Website
access may be interrupted, suspended or terminated. You further
understand that there may be interruptions in service or events on
third-party websites, that may affect your use of the Service and that
are beyond our control to prevent or correct. Interruptions in the
Service that are beyond our control shall not serve as a basis for a
refund of any fees or as a basis for you not to comply with your
contractual obligations. The Website and Services may reference
Third-party Services (see definition below) and third party products,
equipment, and software, but we are in no way affiliated with such
third parties and neither our Services nor the Website are endorsed or
approved by such third parties. Further, we do not endorse or
recommend, are not responsible for, and make no representations as to
such Third-party Services or third party products, equipment or
software. Company is not liable for any damage or loss caused or
alleged to be caused by or in connection with any such Third-party
Services or third party products, equipment or software.
4. Limitations
In no event shall Company or its suppliers be liable for any damages
(including, without limitation, damages for loss of data or profit, or
due to business interruption) arising out of the use or inability to
use the materials on the Website, even if Company or a
Company-authorized representative has been notified orally or in
writing of the possibility of such damage. UNDER NO CIRCUMSTANCES AND
UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR
OTHERWISE) AND TO THE FULLEST EXTENT PERMITTED BY LAW, WILL COMPANY OR
COMPANY’S AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,
CONSEQUENTIAL, PUNITIVE, MONETARY OR OTHER DAMAGES, INCLUDING, WITHOUT
LIMITATION, LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS
INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY IN CONNECTION
WITH THESE TERMS OR THE SERVICES OR WEBSITE AND/OR ANY CONTENT ON THE
WEBSITE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. YOUR SOLE AND
EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR WEBSITE IS
TO STOP USING THE WEBSITE AND THE SERVICES. YOU FURTHER AGREE THAT
UNDER NO CIRCUMSTANCES, AND TO THE FULLEST EXTENT PERMITTED BY LAW,
WILL EITHER COMPANY OR ITS AFFILIATES BE LIABLE TO REPAY OR REIMBURSE
ANY PAYMENTS MADE BY YOU TO COMPANY. Because some jurisdictions do not
allow limitations on implied warranties, or limitations of liability
for consequential or incidental damages, these limitations may not
apply to you. IN THESE STATES, COMPANY’S LIABILITY WILL BE LIMITED TO
THE GREATEST EXTENT PERMITTED BY LAW.
5. Accuracy of materials; no medical advice provided
The materials appearing on Website could include technical,
typographical, or photographic errors. Company does not warrant that
any of the materials on its website are accurate, complete or current.
Company may make changes to the materials contained on its website at
any time without notice. However, Company does not make any commitment
to update the materials. The information on the Website consists of
statements of opinion and not statements of fact or recommendations to
utilize or receive any medical care, advice, treatments, products,
services, items, devices, equipment, or software (collectively,
“Medical Services”). The Website provides general information and is
not a substitute for health or medical care from a qualified
healthcare professional. The Website does not constitute the practice
of Medical Services. The Website does not offer any advice regarding
the quality or suitability of any particular Medical Service,
equipment provider or healthcare provider with respect to Medical
Services or otherwise. The information and materials provided on the
Website are intended solely for your information and not any other
person. Such information should not be considered or construed as, and
is not a substitute for, Medical Services and is not intended to
replace consultation with a qualified healthcare provider. If you have
any questions about the Content on the Website, you agree to contact
your healthcare professional. You further acknowledge and agree that
the Website does not recommend, endorse or make any representations or
warranties regarding healthcare providers or Medical Services. Company
has no responsibility, liability or obligation of any kind for the
accuracy, completeness or other aspects of the information or Medical
Services provided by the Website.
6. Links
The Services may contain links to, or otherwise may allow you to
connect to and use certain third party products, services or software
under separate terms and conditions (collectively, “Third-party
Sites”) in conjunction with our Services. Company has not reviewed all
of the Third-party Sites linked to its Website and is not responsible
for the contents of any such linked Third-party Site. The inclusion of
any linked Third-party Site does not imply endorsement by Company of
the Third-party Site. Use of any such linked Third-party Site is at
the user’s own risk. If you decide to access and use such Third-party
Services, be advised that your use is governed solely by the terms and
conditions of such Third-party Services, and we do not endorse, are
not responsible for, and make no representations as to such
Third-party Services, their content or the manner in which they handle
your data. Company is not liable for any damage or loss caused or
alleged to be caused by or in connection with your access or use of
any such Third-party Services, or your reliance on the privacy
practices or other policies of such Third-party Services.
7. Entire Agreement, Modifications
These Terms constitute the entire agreement between the parties with
respect to the subject matter hereof, all previous understandings
whether oral or written having been merged herein. No representations
or warranties have been made other than those expressly set forth in
these Terms. Without limiting the foregoing, the parties have not
relied on any oral statements that are not included in these Terms.
These Terms may not be changed or modified by you. These Terms
supersede prior versions of these Terms. Company may revise these
Terms at any time without notice, and such modifications shall be
effective immediately upon posting the Terms, as modified, on the
Website and will supersede prior versions of these Terms. Company
encourages you to review the Terms each time that you use the Website
so that you are aware of any modifications to the Terms. Each time you
login, access, or use this Website you are agreeing to be bound by the
then current version of these Terms.
8. Governing Law
These Terms are governed by and construed in accordance with the laws
of Arizona without giving effect to the conflicts of laws provisions
or principals thereof and you irrevocably submit to the exclusive
jurisdiction of the courts in that State or location nearest to
Company.
9. Confidentiality
For purposes of these Terms, “Confidential Information” means and
includes any and all non-public, medical, financial, personal, and
proprietary information in whatever form (written, oral, visual, or
electronic) possessed or obtained by either party related to Company
and its affiliates. It shall include, without limitation, policies,
procedures, methods, contractors, patient and client data or
information, financial information and statements, employee
information, contractor information, know-how, processes,
jointly-developed processes, processes developed by you pursuant to
the provision of services, vendor and supplier lists, price lists and
pricing techniques, business plans and techniques, reports, marketing
plans and techniques, strategic plans, management plans and
techniques, contractual arrangements, information relating to current
and future affiliates, trade secrets, and any other information,
knowledge or data, in whatever form or medium, concerning or relating
to the business affairs of Company which may reasonably be deemed to
be confidential in nature. We and you intend that the term
Confidential Information shall be given the broadest possible
interpretation. You shall keep strictly confidential all Confidential
Information. You shall not use the Confidential Information in any
manner that adversely affects Company’s business. You shall not
directly or indirectly communicate, divulge, sell, transfer, publish,
disclose, display, or otherwise make available to any other entity,
person, or individual, whether related or not, the Confidential
Information or any portion thereof without the express prior written
consent of Company. You may, however, disclose such matters to the
extent that disclosure is required by a court or governmental agency
of competent jurisdiction. Further, if you are legally required to
disclose any Confidential Information, you shall provide Company with
reasonable notice prior to such disclosure and reasonably cooperate
with Company in seeking to obtain a protective order or other
assurance of confidential treatment of the Confidential Information to
fully comply with applicable laws. Nothing in these Terms shall be
construed to grant to you any ownership or other proprietary interest
in any Confidential Information.
10. Termination
Company reserves the right to (i) modify or discontinue, temporarily
or permanently, the Services (or any part thereof) and (ii) refuse
any/all current and future use of the Services, suspend or terminate
your account or any part thereof (or your use of the Services), and
remove and discard any of your content within the Services if we
believe that you have violated these Terms. Any suspected fraudulent,
abusive, or illegal activity may be grounds for immediate termination
of your use of Services, and may be referred to law enforcement
authorities. Company shall not be liable to you or any third party for
any modification, suspension or discontinuation of the Services.
11. Indemnification
You agree to defend, indemnify, and hold harmless Company and its
subsidiaries, licensors, suppliers and affiliates, and their
respective directors, officers, shareholders, managers, members,
agents, employees, consultants and representatives from, against and
in respect of any claim, charge, demand, action, or suit, whether in
contract, tort, strict liability, negligence, or otherwise, for any
and all losses, costs, charges, claims, demands, fees (including
attorneys’ fees), expenses, or damages of any nature or kind arising
out of, connected with, or resulting from (i) the use (whether
permitted under these Terms or not) of the Website or Services, or
(ii) relating in any way to these Terms. Company reserves the right to
assume the exclusive defense and control of any matter which is
subject to indemnification under this section, in which case you agree
to cooperate with any reasonable requests to assist Company’s defense
of such matter.
12. Assignment
Company may assign these Terms or any of its rights under these Terms
to a third party. you may not, without the express written consent of
Company, assign these Terms or any of your rights under these Terms,
directly, by operation of law or otherwise, without the prior written
consent of Company. Subject to the foregoing restrictions on
assignment, these Terms will be fully binding upon, inure to the
benefit of and be enforceable by the parties and their respective
successors and assigns. Any assignment in violation of this Section
will be void. These Terms shall be binding upon, and inure to the
benefit of, the successors and permitted assigns of the parties
hereto.
13. Severability
If any provision of these Terms, or the application thereof under
certain circumstances, is held to be invalid or unenforceable, such
provision shall be modified by the court and interpreted so as to best
accomplish the original provision to the fullest extent permitted by
law, and the remaining provisions of these Terms, or the application
of such provision under other circumstances, shall remain in full
force and effect.
14. Independent Contractor Relationship
Nothing in these Terms shall be so construed as to constitute the
parties as principal and agent, employer and employee, partners or
joint venturers, nor shall any similar relationship be deemed to exist
between the parties. Neither party shall have any power to obligate or
bind the other party, except as specifically provided herein.
15. No Waiver
Company’s failure to enforce at any time any provision of these Terms
does not constitute a waiver of that provision or of any other
provision of these Terms. All rights not expressly granted under these
Terms are hereby reserved for Company.
16. Survival
Sections 1 through 15 of these Terms shall survive termination or
expiration of these Terms.
ALL TRANSACTIONS ARE GOVERNED BY THE C2 BIO, LLC AND CSQ BIO, LLC (INDIVIDUALLY AND COLLECTIVELY, THE “SELLER”, AS APPLICABLE) TERMS AND CONDITIONS OF SALE. ANY PROPOSAL FROM A PURCHASER THAT INCLUDES DIFFERENT OR ADDITIONAL TERMS THAT VARY FROM SELLER’S TERMS AND CONDITIONS OF SALE ARE OBJECTED TO AND DISALLOWED. NOTWITHSTANDING THE FOREGOING, ANY SUCH COUNTERPROPOSALS BY PURCHASER SHALL NOT OPERATE AS A REJECTION OF THE CONTRACT OF SALE, BUT AS A REJECTION OF THE ADDITIONAL OR DIFFERENT TERM(S).
1. Formation of Contract. An order is deemed by Seller to be an offer to purchase the products identified on that order (“Products”) identified on such order by Purchaser, which Seller may accept or reject in its sole discretion. Seller’s acceptance of an offer to purchase is binding upon Seller only if made by written instrument or, if not by written instrument, by shipment of the Products ordered (and acceptance by shipment shall only be binding as to the portion of the order actually shipped). Any automatic or computer-generated response to an order by Seller shall not be deemed acceptance of an order. Seller’s acceptance is subject to Seller’s Terms and Conditions of Sale stated herein. All sales are final unless otherwise conveyed by Seller. By submitting and/or signing an order, the individual and/or entity purchasing the Products (“Purchaser”) thereby accepts and agrees that Seller’s Terms and Conditions of Sale shall govern the sale of all Products ordered on such order. Seller shall, on Purchaser’s behalf, promptly remit such orders accepted by Seller to the Product manufacturer and the Product manufacturer shall pack and ship the Products specified on the order for delivery to Purchaser. Purchaser agrees that Seller does not providing billing or coding services or advice and Purchaser, therefore, agrees to work directly with the Product manufacturer with respect to all billing and coding matters. Purchaser and Seller acknowledge and agree that use of the any Product shall be at the sole discretion of the treating provider(s), exercising his or her independent professional medical judgement and Seller has no involvement in or influence on any treating provider’s determinations of medical necessity or the exercise of their independent professional medical judgment.
2. Payment. All payments shall be due and payable as set forth and specified on issued invoices in the amounts stated in each invoice, within thirty (30) days of date of each invoice. All amounts payable hereunder shall be paid when due, time being of the essence. Purchaser shall pay invoiced amounts in full within thirty (30) days of the date of each invoice regardless of whether Purchaser receives any reimbursement or payment from patients or third-party payors for Products. Purchaser agrees to provide Credit Card Authorization for payment of all invoices by completing and executing the form provided by Seller and delivering such completed and executed form to Seller. Purchaser authorizes Seller to charge any and all invoiced amounts that are not paid within thirty (30) days of the date of each invoice by Purchaser to Purchaser’s credit card pursuant to the Credit Card Authorization. In the event that Purchaser has not paid any invoiced amount in full within thirty (30) days of the date of invoice, any and all rebates associated with the Products on that invoice shall be automatically forfeited by Purchaser and Purchaser shall have waived the opportunity to earn any rebate associated with the purchase of such invoiced Products. Purchaser agrees that Seller has the right to pursue any available option to Purchaser in the event of Customer’s default or delay in payment including, without limitation, engaging a collection agency, closing Purchaser’s account with Seller or the Product manufacturer, and/or reporting potentially falsely submitted claims to commercial and/or government payors. Purchaser further agrees to pay all reasonable costs of collection, including reasonable attorney fees, in case any invoice is not paid in full within thirty (30) days of the date of invoice.
3. Credit. Seller may, but shall not be obligated to, grant credit terms to Purchaser and Seller shall not be deemed to have done so unless such terms are set forth in writing signed by Seller. Acceptance of any order is subject to final credit approval by Seller. Seller reserves the right, in its sole discretion and without prior notice, to suspend production, shipment and/or deliveries, cancel orders, reject future orders, and require cash payments in advance or security satisfactory to Seller if Purchaser is in delinquent status with Seller.
4. Cost of Delivery, Taxes and Other Charges. Purchaser shall pay the costs of delivery of the products. Purchaser shall pay all sales, use, excise or similar taxes, or other charges, which Seller is required to pay, or to collect and remit, to any Government (national, state, or local) and which are imposed on or measured by the sale.
5. Transfer of Property and Risk of Loss. Seller retains the right and title to the products sold to Purchaser until Seller is paid in full for the products. Purchaser shall obtain the right and title to the products upon payment to Seller of the purchase price and any taxes, excise or other charges. The risk of loss, including, but not limited to the risk of loss, theft, damage or destruction of the products, transfers to Purchaser [F.O.B. the Product manufacturer’s factory].
6. No Set-Off. Purchaser shall have no right of set-off or withholding, and no deduction of any amounts due from Purchaser to Seller shall be made without Seller’s prior, express written approval.
7. Patents. Seller reserves the right to discontinue deliveries of any products, the manufacture, sale or use of which would, in Seller’s opinion, infringe upon any U.S. patent, trademark or design now or hereinafter issued, registered, or existing and under which Seller is not licensed.
8. Termination. Seller may terminate Seller’s Terms and Conditions of Sale relative to any Purchaser without cause upon thirty (30) calendar days’ written notice to Purchaser. Seller may immediately terminate Seller’s Terms and Conditions of Sale relative to any Purchaser upon written notice to such Purchaser if that Purchaser: (a) has committed a material breach of Seller’s Terms and Conditions of Sale; (b) has become insolvent, is dissolved or liquidated; (c) files or has filed against it a petition in bankruptcy and such petition is not dismissed within sixty (60) calendar days of the filing; (d) makes a general assignment for the benefit of creditors; (e) has a receiver appointing for a substantial part of its assets; and/or (f) is or becomes excluded from participating in, or is or becomes ineligible for participation in, any federal or state health care program or government payment program. Except as otherwise set forth herein, upon termination of Seller’s Terms and Conditions of Sale relative to any Purchaser, neither party shall have any further obligation hereunder except for obligations accruing prior to the date of termination, which obligations include payment obligations of Purchaser in accordance with Section 2 hereof. The above notwithstanding, Seller may deduct, from any discount or rebate amount it owes Customer, any amounts that Purchaser owes Seller.
9. Disclaimer of Warranties. THE WARRANTIES SET FORTH HEREIN OR IN SELLER’S WARRANTY DOCUMENTS WITH RESPECT TO A PRODUCT ARE THE ONLY WARRANTIES MADE BY SELLER IN CONNECTION WITH THE PRODUCTS AND THE TRANSACTIONS CONTEMPLATED AS A RESULT OF THIS SALE. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS TO PURCHASER OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PRODUCTS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH BY THE SELLER IN WRITING. SELLER’S SOLE OBLIGATION FOR A REMEDY TO PURCHASER SHALL BE REPAIR OR REPLACEMENT OF NON-CONFORMING PRODUCTS. PURCHASER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR SUBSTANCES.
10. Limitation of Liability. No claim by Purchaser of any kind including, but not limited to, claims for indemnification, whether as to quality or amount of Product delivered or non-delivery, shall be greater in amount then the purchase price for the Products in respect of which damages are claimed. IN NO EVENT SHALL SELLER BE LIABLE TO ANY PURCHASER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF THE PRODUCTS SOLD HEREUNDER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF PURCHASER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
11. Purchaser Indemnification Obligation. Seller shall not be liable to Purchaser or its affiliates or any of their respective officers, directors, employees, subcontractors, delegates, or other agents for, and Purchaser shall indemnify, defend, and hold harmless Seller and its affiliates and any of their respective past, present and future managers, owners, members, directors, officers, employees, subcontractors, delegates, successors, assigns, and other agents, as well as any person or entity who may claim by or through any of them (collectively, the “Seller Indemnitees”) from and against any and all damages, losses, liabilities, obligations, actions, suits, assessments, encumbrances, judgments, costs, claims, loss of income, fees or expenses, including costs of inquiries, investigations, depositions, interrogatories, attendance at meetings, conferences and/or hearings, responses to requests for information and/or documentation, mediations, arbitrations, and defense and attorneys’ fees, penalties and interest (“Losses”), whether known or unknown, incurred or suffered by or threatened against any of the Seller Indemnitees resulting from, related to or arising out of: (a) any non-payment under Seller’s Terms and Conditions of Sale or any agreement entered into between Seller and Purchaser or document delivered or made in connection with Seller’s Terms and Conditions of Sale or agreement between the parties, or inaccuracy in or breach of a representation, warranty, covenant or agreement made or required to be performed by Purchaser under the Seller’s Terms and Conditions of Sale or any agreement entered into between Seller and Purchaser or document delivered or made in connection with Seller’s Terms and Conditions of Sale or agreement between the parties; (b) negligence, intentional or unintentional acts or acts of omission of Purchaser in connection with the Purchaser ‘s, its directors’, officers’, employees’, agents’, representatives’, successors’, assigns’, and subcontractors’ obligations under Seller’s Terms and Conditions of Sale or any agreement entered into between Seller and Purchaser or document delivered or made in connection with Seller’s Terms and Conditions of Sale or agreement between the parties; (c) any breach or violation of any third party payor rules or applicable laws or regulations by Purchaser and/or its directors, officers, employees, agents, representatives, successors, assigns, and/or subcontractors; (d) any inquiry, investigation, deposition, interrogatory, attendance at meetings, conferences and/or hearings, request for information and/or documentation, mediation, arbitration, claim, demand, suit, action or legal, administrative or other proceeding by any entity, person or any federal, state or local department, agency or other governmental body against any of the Seller Indemnitees resulting from, arising out of or in any way related to the actions or inactions of Purchaser and/or its agents, representatives and affiliates; and/or (e) any and all Losses incident to any of the foregoing.
12. Inspection. Purchaser shall inspect the Products promptly upon receipt for non-conformity (including but not limited to non-conformity for quantity, quality, and/or defects). Failure by Purchaser to provide Seller with written notice of a claim within 3 business days from the date of delivery or, in the case of non-delivery, within 3 calendar days from the date of the invoice for the delivery, or, in the case of receipt of incorrect Products, within 5 calendar days from the day Purchaser received the Products shall constitute a waiver by Purchaser of all claims with respect to such Products. If an error by Purchaser results in the shipment of incorrect Products and is reported in writing to Seller within 3 business days from the day Purchaser received the Products, Purchaser may request a Return Authorization. Where Seller determines that the Product cannot be shipped back safely, Seller may, at its sole discretion, refuse to issue a Return Authorization or to issue any credit. Products must be returned within five (5) calendar days of receiving a Return Authorization and must be in the original sealed package(s) and unaltered in order to receive a credit. Upon receipt of Products that have Return Authorization, a credit for the original purchase price less shipping charges, if applicable, will be issued. (Returns are not applicable for Advanced Skin Substitute. All sales are final.)
13. Excuses for Non-Performance. If the manufacture, transfer, or receipt by either party of any products covered hereby is prevented, restricted or interfered with by reason of any event beyond the reasonable control of the party so affected, such party shall be excused from making or taking deliveries hereunder to the extent of such prevention, restriction or interference, and neither party shall be liable to the other for default or delay in performing, except with respect to Purchaser’s payment obligations. Seller shall not be responsible for any failure to comply with the terms of Seller’s Terms and Conditions of Sale due to such reasons as fire; flood; pandemic; earthquake; explosion; war or civil commotion; labor disturbance; destruction or production facilities or materials; failure of a public utility or common carrier; act of God; or any other cause beyond the reasonable control of Seller which materially alters or impairs Seller’s ability to complete its obligations hereunder.
14. Seller’s Rights. If Purchaser should fail in any manner to fulfill the terms and conditions hereof, Seller may defer further shipments until such default is cured. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to Seller. If for any reason, the quantities of the products covered hereby or of any materials used in the production of the products reasonably available to Seller shall be less than Seller total needs for its own use and for sale, Seller may allocate its available supply of products among its existing or prospective purchasers and/or its own departments, divisions and affiliates in such manner Seller deems proper in Seller’s sole discretion, without thereby incurring liability on account of the method of allocation determined or its implementation or for failure to perform under Seller’s Terms and Conditions of Sale.
15. Governing Law. Seller’s Terms and Conditions of Sale shall be construed, and the respective rights and duties of Purchaser and Seller shall be determined, according to the laws of the State of Arizona, without giving effect to its principles of conflicts of laws. The UN Convention on Contracts for the International Sale of Goods shall not apply to Seller’s Terms and Conditions of Sale. Each party irrevocably agrees that any claim brought by it in any way arising out of Seller’s Terms and Conditions of Sale t must be brought solely and exclusively in state or federal courts located in Arizona nearest to Seller and each party irrevocably accepts and submits to the sole and exclusive jurisdiction of each of the aforesaid courts in personam, generally and unconditionally with respect to any action, suit, or proceeding brought by it or against it by the other party.
16. No Assignment. Seller’s Terms and Conditions of Sale are not transferable by Purchaser without the prior written consent of Seller.
17. Compliance with Laws; Export Laws. Purchaser and Seller shall comply with all applicable international, national, state, regional and local laws, and regulations with respect to their performance under Seller’s Terms and Conditions of Sale. Purchaser agrees to adhere to all applicable US Export laws and regulations with respect to the Products.
18. Miscellaneous. These Seller’s Terms and Conditions of Sale are the sole and exclusive statement of the parties’ understanding and agreement with respect to the transactions contemplated by this sale, notwithstanding any other terms that might be contained in any purchase order or other document received from Purchaser or submitted to Seller. These Seller’s Terms and Conditions of Sale in addition to Seller’s Terms of Use and Privacy Policy, which are incorporated herein by reference, collectively constitute the entire agreement between the parties regarding the subject matter hereof and can only be modified or changed in writing and signed by Seller. As used herein, the expression “Seller’s Terms and Conditions of Sale” means this document and Seller’s Terms of Use and Privacy Policy. Purchaser acknowledges and agrees that Seller’s Terms and Conditions of Sale govern Purchaser’s purchase of any Products from Seller and, except for written agreements or addendums signed by the parties that specifically modify or that conflict with these Seller’s Terms and Conditions of Sale and contain language that is more favorable to Seller, Seller’s Terms and Conditions of Sale supersede any other agreements between Seller and Purchaser. No waiver by Seller of any of Seller’s Terms and Conditions of Sale or any breach hereof shall be effective unless it is in writing and signed by Seller nor shall such waiver constitute or be deemed to be a waiver of any such term or any such breach in any other case. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition of these Seller’s Terms and Conditions of Sale. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect. The paragraph headings are for convenience only and shall not be used in interpreting or construing these Seller’s Terms and Conditions of Sale. Sections 2, 4, 5, 6, 8, 9, 10 ,11, 15, and 18 of Seller’s Terms and Conditions of Sale shall survive termination or expiration of Seller’s Terms and Conditions of Sale.
Your privacy is important to us. CSQ Bio, LLC and C2 Bio, LLC (individually and collectively, “Company”) are committed to maintaining the highest ethical standards and appropriate internal controls. This Privacy Policy explains our online information practices and the choices you can make about the way your information is used at our Website (defined below). This Privacy Policy governs the usage of data provided by you through your direct use of our Website. By using the Website or by providing Company with information through the Website, you consent to the data practices described in this statement.
1. Definitions
A. “You”, “your” and “yourself” means the individual or entity
visiting or using the Website.
B. “We,” “Us”, “our” and “ourselves” means Company.
C. “Website” refers to Company’s websites, the www.c2-bio.com
homepage, and all web pages accessible through that homepage that
share the same domain name, and other related websites, blogs,
domains, and mobile sites maintained by Company and the www.csqbio.com
homepage, and all web pages accessible through that homepage that
share the same domain name, and other related websites, blogs,
domains, and mobile sites maintained by Company.
D. “Non-Personal Information” is any information that is not
Personally Identifiable Information.
E. “Personally Identifiable Information” is non-public information we
receive from your use of the Website that can be used, alone or in
combination with other information in our possession, to identify a
particular individual. It may include information such as name,
address, telephone number and other personal information you provide
us.
2. Information Collected
A. Information Automatically Collected
Because of the internet communications standards, when you visit the
Website we automatically receive certain information from your browser
or mobile device, such as your browser type, the operating system of
your device, the URL of the site from which you came and the URL of
the site you visit when leaving the Website. We also receive your IP
address and the name of your ISP or your mobile carrier. Depending on
your device’s settings, we may also receive location data and other
types of information sent from third-party services or GPS-enabled
devices. As you use the Website, we may also collect information about
such usage and your actions on our Website, such as pages you viewed,
access times, and how long you spent on a page. We may use cookies to
collect such information, as described in more detail below.
We may
use automatic data collection technology to record other information
that identifies your device and tracks your behavior on the Website.
We may automatically receive and record information on our server logs
from your browser, including your IP address, the pages you request,
the pages you visited from our partner and affiliate websites and the
products or services you viewed. This information is considered
Non-Personal Information we can use for any purpose, including to help
us improve the Website and to enhance your and other users’
experience. However, we will treat as Personally Identifiable
Information any item that, either alone or together with other
information, we could use to identify an individual. For example,
without your permission, we will not share with third-parties the link
between your IP address and your Personally Identifiable Information,
except as described in Sections 2.C. (“Use of Information”) and 6.B.
(“Compliance with Legal Process”) below.
B. Information you Provide
You do not have to provide any Personally Identifiable Information to
browse the Website. However, you may voluntarily send us information
from the Website, including Personally Identifiable Information.
Accordingly, with your consent, we may collect Personally Identifiable
Information about you from the following sources:
3. Exemptions from Privacy Policy
Our Privacy Policy does not apply to any information you may send to Company by email or instant messaging programs (e.g., AOL, Yahoo, etc.), or through social media networks, even if you open such programs or services by clicking a link displayed on the Website. Email, social media, and instant messages are not recognized as secure communication forms (e.g., they are not encrypted) and any information sent through such means is sent on a non-confidential basis at your risk. Please do not send any information you consider private to us by email or instant message or through social media sites (e.g., Twitter, Facebook, etc.) due to the public nature of such postings. Transmission of email correspondence to Company does not create any type of relationship between you and Company, nor is it intended to do so. Company is not responsible for the security of any information transmitted using any email address affiliated with or provided on the Website. If you email Company or any of its employees or contractors, you acknowledge that you are aware of the above-mentioned risks of using email, you accept and agree to such risks and you agree to receive responsive email communications from Company and its employees and contractors.
4. Links to Other Websites
The Website may contain links to other websites. Company is not responsible for the actions, practices, or content of websites linked to or from the Website. You understand such websites may require you to agree to their terms of use and that we have no control over these terms. As always, you understand it is your responsibility to verify your legal use of a website, and use of information from the website with the corresponding website owner.
5. Use of Aggregate Data
Company may combine Non-Personal Information you provide through the Website with information from other users to create aggregate data. Aggregate data does not (i) contain any information that could identify you, or (ii) include your personal contact information. Company will not disclose your Personally Identifiable Information, except as otherwise permitted by this Privacy Policy or written agreement. We require parties with whom we share aggregate data to agree they will not attempt by any means or use of other parties to transform such information into Personally Identifiable Information.
6. When we May Disclose your Information
Except as set forth in 2.C. above and as set forth below or as specifically agreed to by you, Company will not disclose any Personally Identifiable Information gathered from you on the Website.
A. We may share Personally Identifiable information in a limited fashion to our contractors, consultants and service providers that perform services on our behalf or service providers that you have purchased goods or services from directly, in order to provide our goods or services, including operation of the Website technology, marketing services, and other related services. Unless you have opted-out (see Section 6.B. below) of such sharing, these contractors, consultants and service providers also may have access to your email address to send newsletters or other information to you on our behalf. Access to your Personally Identifiable Information by such contractors, consultants and service providers is limited to the information reasonably necessary for the contractor, consultant or service provider to perform its limited function for Company.
B. We may share Personally Identifiable Information we collect (i) when required or advised to do so in response to a valid legal requirement, such as a state or federal law, regulation, search warrant, subpoena, or court order; or (ii) when we suspect criminal or wrongful conduct by a visitor of the Website; or (iii) in special cases, such as in response to a physical threat to you or others, to protect property, or assert legal rights or defend ourselves in litigation. If we are legally compelled to disclose your Personally Identifiable Information to a third-party, we will attempt to notify you unless doing so would violate the law or a court order or result in a potential danger to the public or an individual.
C. If you do not want us to share your information with our contractors and service provider, as described above, you can direct us not to share that information by contacting us at orders@c2-bio.com. An opt-out of information sharing will not apply to information sharing arrangements described Section 6.B.
7. CAN-SPAM Compliance Notice
Company fully complies with the federal CAN-SPAM Act. You can always opt out of receipt of further email correspondence from us. You can elect not to receive emails from us by following the unsubscribe instructions at the bottom of the email or by contacting us as indicated below.
8. Transfer of Ownership
If ownership of the Website or its assets changes, whether in whole or in part, information collected through the Website about you may be transferred to the new owner so the Website and any service provided through or related to the Website can continue. In that case, your user information would remain subject to the terms and conditions of our then current Privacy Policy.
9. Notice to Residents of Countries outside of the United States of America
Company is headquartered in the United States of America. Personally Identifiable Information may be accessed by us or transferred to us in the United States or to our affiliates, business partners, merchants, or service providers elsewhere in the world. Your information collected through the Website may be stored and processed in the United States or any other country in which Company or its affiliates or service providers maintain facilities. Company may transfer information that it collects about you, including personal information, to affiliated entities, or to other third-parties across borders and from your country or jurisdiction to other countries or jurisdictions around the world. If you are located in the European Union or other regions with laws governing data collection and use that may differ from U.S. law, please note that Company may transfer information, including your personal information, to a country and jurisdiction that does not have the same data protection laws as your jurisdiction, and you consent to the transfer of information to the U.S. or any other country in which Company or its parent, subsidiaries, affiliates or service providers maintain facilities and the use and disclosure of information about you as described in this Privacy Policy.
Personal information, which may or may not include Personally Identifiable Information, may be accessed by Company or transferred to Company in the United States or to Company’s affiliates, business partners, merchants, or service providers elsewhere in the world. By providing Company with Personally Identifiable Information, you consent to this transfer.
Personal information voluntarily submitted to Company online, via electronic communication, or otherwise, may be maintained or accessed in servers or files in the U.S., which the European Union has not deemed to provide “adequate” privacy protection.
We will protect the privacy and security of Personally Identifiable Information according to our Privacy Policy, regardless of where it is processed or stored. If you do not consent to having your information processed and stored in the U.S., please do not provide it to Company.
10. California Privacy Rights
Under Section 1798.83 of the California Civil Code, residents of California can obtain certain information from companies with whom they have an established business relationship. That information is about the Personally Identifiable Information those companies have shared with third-parties for direct marketing purposes during the preceding calendar year. The law requires companies to inform consumers about the categories of Personally Identifiable Information shared with third parties, the names and addresses of those third-parties, and examples of the services or products marketed by those third-parties. To request a copy of the information disclosure provided by Company under Section 1798.83 of the California Civil Code, please contact us via email to orders@c2-bio.com.
11. Children’s Privacy Protection.
Company takes special care to protect the privacy needs of children under the age of 13 and Company encourages parents to be an active participant in their child’s online activities. Company abides by the Children’s Online Privacy Protection Act (COPPA) and other relevant laws. The Website does not target and is not intended for children under the age of 13, and Company will not knowingly collect Personally Identifiable Information from them. If Company discovers personal data from a child gathered through the Website, Company will eliminate that data. This Website is not intended for persons under the age of 18. If you are under 18, you must ask a parent or legal guardian for permission prior to submitting any information to this Website.
If you have knowledge that a child 13 years of age or younger has submitted Personally Identifiable Information to Us, please contact us and we will delete the Personally Identifiable Information collected belonging to that child. You may contact us via email or by writing to us at the address below. Parents and guardians can also telephone us at the address or telephone number provided below, but before any information is disclosed, the parent will be required to provide the parent’s name and email address for verification. We will only send the information to the parent email address in the registration file.
We will never require the disclosure of a Minor’s personal information.
12. Access
If you are an individual you may have certain rights under applicable data protection legislation, including the right to review and correct the personal data we hold about you. Unless you reside in California or another jurisdiction that requires us to provide the information without charge, we may charge you a fee to receive a copy of this data. For a copy of or reasonable access to your personal data please contact us at the address below.
13. your Acceptance of This Privacy Policy
This is our entire Privacy Policy for the Website and it supersedes any earlier version. You agree to it every time you use the Website.
If we materially change this Privacy Policy, we will notify you by email or by posting a prominent notice on the Website before the change becomes effective. We encourage you to periodically review this page for the latest information on our privacy practices. Your continued use of the Website or Service constitutes your agreement to be bound by any changes to this Privacy Policy. Your only remedy, if you do not accept this Privacy Policy, is to discontinue using the Website and Services.
Changes to the way we use or disclose Personally Identifiable Information will apply on a going-forward basis, unless we have your express consent to change the way we use or disclose the Personally Identifiable Information we collected when the earlier version of this Privacy Policy was in effect.
14. Security Measures
To prevent unauthorized access, maintain data accuracy, and ensure the appropriate use of the Personally Identifiable Information we collect, we have implemented physical, electronic, and administrative procedures. These measures are based on commercially reasonable standards that similar companies use.
NO DATA TRANSMITTED OVER THE INTERNET, HOWEVER, CAN BE GUARANTEED TO BE 100% SECURE AT ALL TIMES. Although we have implemented security measures to protect your Personally Identifiable Information, we cannot and do not guarantee the security of such information.
15. Contact Information
Company welcomes your comments or questions regarding this Privacy Policy. If you have any questions regarding this Privacy Policy or any other policies, you may contact us by mail or email at:
CSQ Bio, LLC
C2 Bio, LLC
10869 N. Scottsdale Rd #103-222
Scottsdale, AZ 85254
Phone: (844) 583-0951
Email: orders@c2-bio.com
Please allow a reasonable period of time for us to process your requests to opt out of any data collection practice, to opt-out of emails, or to your request to review and edit any of your Personally Identifiable Information. Whether or not you choose to opt out, Company may share identifying information and information about your transactions and experiences within Company’s affiliate companies.
EFFECTIVE DATE: August 5, 2021
Terms and conditions / Privacy Policy
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