These Terms of Use (the “Terms of Use” or the “Agreement”) describe the terms on which you may access and use this website, http://churchillpharma.com/ (the “Website”), which is owned and operated by Churchill Pharmaceuticals LLC. BY ACCESSING THIS WEBSITE, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. Your continued use of the Website following the posting of any changes to the Terms of Use constitutes acceptance of those changes. In the event of any inconsistency between the Churchill Pharmaceuticals Privacy Policy and this Agreement, this Agreement shall control.

We may revise the Terms of Use from time to time by updating this posting, with the new terms taking effect on the date of posting. You should review these Terms of Use every time you use the Website because they are binding on you. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HERE, PLEASE DO NOT USE THIS WEBSITE.

Churchill Pharmaceuticals reserves the right, in its sole discretion, to terminate your access to all or part of the Website, with or without notice. Examples of activity that may lead to a termination of your use of the Website include your breach of any of these Terms of Use.

Churchill Pharmaceuticals provides pharmaceutical and medical products for the treatment and/or prevention of disease. Its products are intended only for use under the direction of healthcare professionals, and as regulated by government agencies in each of the countries in which it does business. Churchill Pharmaceuticals complies with all regulations concerning distribution, information disclosure and other matters relating to its products.

Material on this Website is provided for information purposes only. Inclusion of products and information on this site does not imply any official medical advice, recommendation or warranty. Information provided is not a substitute for the advice of an appropriate health professional. This Website can be accessed from countries around the world, and may contain references to Churchill Pharmaceuticals products and programs that are not available in your country. These references do not imply that Churchill Pharmaceuticals intends to make available such products or programs in your country.

Churchill Pharmaceuticals retains all copyright and other proprietary rights in the contents of this Website (the “Content”). Elements of the Content are protected by copyright, trade dress and other laws, and may not be copied or imitated in whole or in part. Nothing shall be construed as granting you any license under any patent, trademark or copyright of Churchill Pharmaceuticals or any third party. Certain portions of the Website may contain information supplied and updated by third parties or include links to third-party sites. Churchill Pharmaceuticals is not responsible for, and makes no warranty as to the accuracy of, such information or sites.

Churchill Pharmaceuticals claims no ownership in, nor any affiliation with, third-party trademarks or brand names that may appear on this site. Such third-party trademarks are used only to identify the products and services of their respective owners, and no sponsorship or endorsement on the part of Churchill Pharmaceuticals should be inferred from their use. You are not permitted to use the trademarks displayed on the Website without the prior written consent of Churchill Pharmaceuticals or the third party that may own the trademarks.

No Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted or sold in any form or by any means, in whole or in part, without Churchill Pharmaceuticals’ prior written permission. You may download or print one copy of the materials (information or software) on Churchill Pharmaceuticals’ website solely for personal, non-commercial transitory viewing only, provided that you keep all copyright or other proprietary notices intact. Any other use of the Content is strictly prohibited. You may not republish Content contained in the Website or incorporate the information in any other database or compilation. You may not attempt to decompile or reverse-engineer any software contained on Churchill Pharmaceuticals’ website. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Churchill Pharmaceuticals 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 may not copy or adapt the HTML or other code that Churchill Pharmaceuticals uses to generate its pages. This code is also protected by Churchill Pharmaceuticals copyright.

General Rules: You may not use the Website in order to transmit, distribute, store or destroy material (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive or hateful.

You are prohibited from violating or attempting to violate the security of the Website and from using the Website to violate the security of other websites by any method, including, without limitation, (a) accessing data not intended for you or logging into a server or account which you are not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measurers without proper authorization, (c) attempting to interfere with service to any user of the Website, host or network, including, without limitation, via means of submitting a virus to the Website, overloading, “flooding,” “spamming,” “mailbombing” or “crashing,” (d) sending unsolicited e-mail, including promotions and/or advertising of products or services or (e) forging any Churchill Pharmaceuticals packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liability. Churchill Pharmaceuticals may investigate violations of these Terms of Use and may involve and cooperate with law enforcement authorities in prosecuting users of the Website who are involved in such violations.

The Website may contain links to other websites. We are not responsible for the content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked website on or through the Website does not imply approval or endorsement of the linked website by us. If you decide to leave this Website and access these third-party websites, you do so at your own risk.

Churchill Pharmaceuticals, and any of its directors, officers, employees or agents, shall not, under any circumstances, be liable for direct, consequential, incidental, indirect or special damages of any kind, or any other damages whatsoever, including, without limitation, those resulting from loss of use, data, or profits, whether resulting from the use or inability of use of any contents of the Website (or a website linked to the Website) or any other cause, even if such cause involves negligence, or if we have been apprised of the likelihood of such damages occurring.

The above limitation, or exclusion, may not apply to you to the extent that applicable law prohibits the limitation or exclusion of liability for incidental or consequential damages.

YOU UNDERSTAND AND AGREE THAT THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT CHURCHILL PHARMACEUTICALS DOES NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY, OR RETENTION OF ANY PERSONAL INFORMATION. CHURCHILL PHARMACEUTICALS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

CHURCHILL PHARMACEUTICALS MAKES NO WARRANTY THAT (1) THE WEBSITE WILL MEET YOUR REQUIREMENTS, (2) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (3) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS, AND (4) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.

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

NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CHURCHILL PHARMACEUTICALS OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Any controversy or claim between the parties or arising out of these Terms of Use or any use of the Website shall be determined by one disinterested arbitrator in binding arbitration pursuant to the Commercial Arbitration Rules and the Supplementary Procedures for Online Arbitration of the American Arbitration Association (“the AAA”). The arbitrator shall be experienced in agreements for information technology services, either as an attorney or as an information technology professional. If the parties fail to appoint an arbitrator within forty-five (45) days of the institution of the arbitration, the AAA shall select the arbitrator promptly thereafter. Any requests for accelerated, emergency or preliminary relief shall be submitted pursuant to the AAA’s Optional Rules for Emergency Measures of Protection. If any such requests are made before an arbitration panel is empaneled, then the AAA shall appoint one disinterested arbitrator as an arbitration panel to immediately hear and decide such request. The arbitration panel shall have the right to grant interim awards. Testimony shall be permitted by telephone, video conference and other forms of real-time telecommunications. If the arbitrator requires in-person hearings, the hearings shall be held in Philadelphia, Pennsylvania. The arbitral award will be final and binding and may be entered and enforced in any court of competent jurisdiction.

BY ENTERING INTO THESE TERMS OF USE, YOU AND CHURCHILL PHARMACEUTICALS ACKNOWLEDGE AND AGREE TO WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. YOU AND CHURCHILL PHARMACEUTICALS BOTH AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT A CONSOLIDATED, CLASS-WIDE OR REPRESENTATIVE BASIS AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH AN ARBITRATION ON A CLASS OR REPRESENTATIVE BASIS. THE ARBITRATOR MAY AWARD INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. IF FOR ANY REASON THE ARBITRATION CLAUSE SET FORTH IN THESE TERMS OF USE IS DEEMED INAPPLICABLE OR INVALID, OR TO THE EXTENT THE ARBITRATION CLAUSE ALLOWS FOR LITIGATION OF DISPUTES IN COURT, YOU AND CHURCHILL PHARMACEUTICALS BOTH WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.

By accepting these Terms of Use, you agree to indemnify and otherwise hold harmless Churchill Pharmaceuticals and its officers, employees, agents, subsidiaries, affiliates, licensors, suppliers and other partners from any direct, indirect, incidental, special, consequential or exemplary damages resulting from your use of the Website.

By accessing the Website, you and Churchill Pharmaceuticals agree that all matters relating to your access to, or use of, the Website shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles. You and Churchill Pharmaceuticals also agree and submit to the exclusive personal jurisdiction and venue of the courts of the Eastern District of Pennsylvania with respect to such matters. Churchill Pharmaceuticals makes no representation that materials contained in the Website are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Website from other locations do so on their own initiative, and are responsible for compliance with local laws.

Churchill Pharmaceuticals may deliver notice to you under these Terms of Use by means of e-mail, a general notice posted on this Website or by written communication delivered by first-class U.S. mail to the address that you have provided to Churchill Pharmaceuticals. You may give notice to, or submit comment, questions or complaints to, Churchill Pharmaceuticals at any time via letter delivered by first-class postage prepaid U.S. mail or overnight courier to the following address: Churchill Pharmaceuticals LLC, 3602 Horizon Drive, Suite 160, King of Prussia, Pennsylvania 19406

The provisions of these Terms of Use entitled “Limitation of Liability,” “Disclaimer of Warranties,” “Dispute Resolution,” “Waiver of Jury Trial and Class Actions,” “Indemnification,” “Jurisdiction” and “General Provisions” will survive the termination of this Agreement.

Except as provided in a particular “Legal Notice” on this Website, these Terms of Use, along with the Churchill Pharmaceuticals Privacy Policy, constitute the entire agreement and understanding between you and Churchill Pharmaceuticals with respect to use of the Services, superseding all prior or contemporaneous communications with Churchill Pharmaceuticals. These Terms of Use are severable, and in the event any provision is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions. A printed version of these Terms of Use shall be admissible in judicial or administrative proceedings based upon or relating to use of the Website to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles of this Agreement are displayed for convenience only and have no legal effect. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.