YOUNOMICS Terms of Use

Last Modified [10/04/2014]

Thanks for using our products and services (“Services”), which include the YOUNOMICS Web Site (“Site”).

By accessing and using our Site, you are agreeing to these Terms of Use (“Terms”). Please read them carefully. If you do not wish to be bound by these terms, do not access or use the Site.

Additional or Revised Terms

Services that YOUNOMICS offers to you include information about your account and ways to help you manage your account. When you use our Services, each specific service that you use may have its own additional terms that would supplement and be incorporated into the Terms stated here.

From time to time, YOUNOMICS may modify the Terms or any additional terms that apply to a Service. This may be done without prior notice to you. YOUNOMICS will post the revised Terms here and the revised additional terms in the applicable Service. It is your responsibility to regularly review the Terms on the Site to stay up-to-date on any changes. Modifications will not be applied retroactively. Your continued access or use of the Site after the modifications have become effective shall be considered your acceptance of the modified Terms.

Use of the Site

To use the Site, you must: (i) be an individual over 18 years of age; (ii) agree on the Terms on this Site and any additional terms for the services that you use; (iii) not impersonate or attempt to impersonate others, or misrepresent your identity or relationships with others in a manner that does or is intended to mislead, confuse, or deceive others; (iv) use this Site and Services for your personal use, not commercial use; (v) not engage in any activities related to the Services that are contrary to applicable local, state, national, and international laws; (vi) acknowledge that if you do engage in unlawful activities, YOUNOMICS has no liability to you or any third party.

You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, YOUNOMICS’s servers, or the data delivery systems of our data providers; (ii) access, tamper with, or use any account other than your own through the Site or Services; (iii) change or tamper with any part of the Site or Services; (iv) probe, scan, or test the vulnerability of the Site or Services or to breach the Site or Services; (v) interfere, disrupt, alter the Site or other’s use of the Site and the Services by taking harmful actions, which may include, but are not limited to, sending a virus, overloading, flooding, spamming, or mail-bombing; (vi) forge any TCP/IP packet header or any part of the header information in any email or posting, or use the Services to send misleading or false information; (vii) attempt to bypass security and authentication procedures without permission; (viii) send unsolicited email through or to the Site or Services.

Your License to Use the Services

YOUNOMICS grants you a non-assignable, non-exclusive, revocable license to use the software that is provided to you by YOUNOMICS as part of its Services. This license is provided to you for you to use the software in accordance with the Terms.

Not Advice

The information on this Site or from the Services is for informational purposes only, and does not represent financial or legal advice.

Termination

YOUNOMICS may terminate your password, account, or use of the Site at its sole discretion without notice to you. To the extent permitted by law, YOUNOMICS and our third-party data providers are not responsible for maintaining, correcting, updating, or releasing the Site or Services.

Passwords & Account Activities

You are solely responsible for safeguarding your username and password and for the actions that you take with respect to your account. If you believe that an unauthorized person is using your account, you must tell us immediately. YOUNOMICS cannot and will not be liable for any loss or damage arising from your failure to comply with the above.

User Content

You have ownership of and are responsible for any information that you provide to us as part of managing your account. You agree that the information that you provide will be accurate and complete, and that you will inform us when your information becomes inaccurate or incomplete.

Internet Email

Email is not a secure method of communication and, thus, should not be used to send sensitive or confidential information to us. If you email this type of information to us, you are doing so at your own risk and YOUNOMICS is not liable for any damages to you.

Trademarks and Copyrights

Using our Services does not give you ownership, rights, title, or other interest to any of the Services or the content that you access.

The registered and unregistered trademarks of YOUNOMICS include, without limitation, the trademarks, service marks, designs, and logos displayed on the Site. YOUNOMICS’s trademarks may not be used in connection with any product or service that is not YOUNOMICS’s, and may not be used in any manner that causes confusion or denigrates YOUNOMICS.

All content on this Site and in the Services, including, but not limited to, text, graphics, audio clips, logos, buttons, images, digital downloads, data compilations, software, icons, html code and xml code, is the property of YOUNOMICS or its affiliates and is protected by U.S. and international copyright laws.

The content on this Site and in the Services may not be copied, displayed, distributed, downloaded, licensed, modified, published, posted, reproduced, reused, sold, supplemented, transmitted, used to create a derivative work or otherwise used for any other purpose other than your personal, non-commercial, and non-public use without the written permission from YOUNOMICS. Specifically with respect to software, the software on the Site may not be converted to a human-perceivable form, de-compiled, disassembled, reverse-engineered, used with any other software other than an Internet browser.

Third Party Content

On this Site, you may find content, functions, and tools provided by third parties that are not the property of YOUNOMICS (collectively, “Third-Party Content”). You may also find links that transfer you to the websites of third-party organizations that can provide you with value-added services.

As YOUNOMICS does not approve or control the Third-Party Content, third-party links, or third-party websites, YOUNOMICS cannot represent, guarantee, or warrant that they are error-free, timely, complete, accessible without interruptions, suitable for your use, or free of viruses. YOUNOMICS is not responsible for any damages caused to you by your use of any Third-Party Content, third-party links, or third-party websites. While YOUNOMICS seeks to keep third-party links as current and accurate as possible, we cannot guarantee that they point to the intended third-party website. By providing Third-Party Content, third-party links, or third-party websites, YOUNOMICS does not represent or imply that there is a business relationship with the third-party or that YOUNOMICS is endorsing the third-party organization.

Warranty Disclaimer & Limitations on Liability

Your access to and use of the Services are at your own risk. YOU UNDERSTAND AND AGREE THAT ALL THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TO THE FULL EXTENT PERMITTED BY LAW, YOUNOMICS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

YOUNOMICS and third party data providers make no representations or warranties of any kind with respect to the accuracy, adequacy, and completeness of the information provided on the Site and expressly disclaim liability for errors or omissions in the materials and information.

YOUNOMICS also makes no representations or warranties of any kind with respect to the Services, including any representation or warranty that the access or use of the Services will (a) be timely, uninterrupted, and secure, (b) meet your requirements or expectations, (c) be error-free and have defects corrected, or (d) be free of bugs, viruses, trojan horses or other harmful components. YOUNOMICS is not responsible for any damage caused to your computer or data as a result of accessing and using our Services.

When permitted by law, YOUNOMICS or any third party data provider will not be liable for any direct, indirect, consequential, incidental, special, punitive, or exemplary damages arising out of any use or inability to use the Site or any portion thereof, regardless of whether YOUNOMICS has been apprised of the likelihood of such damages occurring. For jurisdictions in which exclusion or limitation of damages are not allowed or restricted, YOUNOMICS and its third party data providers shall be permitted the maximum exclusion or limitation permitted.

To the extent permitted by law, the total liability of YOUNOMICS and its third party data providers for any claims under these Terms is limited to the amount you paid to us to use the Services.

In all circumstances, YOUNOMICS and its third party data providers will not be liable for any loss or damage that is not reasonably foreseeable.

Hyperlinking Rules

YOUNOMICS will grant you a limited, revocable, nonexclusive right to create a hyperlink to the Site, as long as you abide to these rules: (i) the hyperlink must send the user to www.younomics.com in a way that does not alter anything on the YOUNOMICS’s page or Site; (ii) the hyperlink must solely have the text: “Younomics,” “Younomics.com” or www.Younomics.com,” (iii) you may not use the YOUNOMICS’s images, logos, or any other trademark as part of the hyperlink without written authorization from YOUNOMICS, (iv) the site on which the hyperlink is placed must not contain content that is: (1) illegal, (2) defamatory, libelous, obscene, pornographic, or inappropriate for all ages, (3) describes YOUNOMICS, our affiliates, and the products and/or services of YOUNOMICS and our affiliates, in a defamatory, false, or misleading manner, (4) falsely indicates that a relationship exists or misrepresents the nature of the relationship between YOUNOMICS and the site on which the hyperlink is placed, or (5) displays YOUNOMICS content in a framed environment.

Privacy Policy

Any information that you provide to YOUNOMICS is subject to our Privacy Policy, which governs our collection and use of your information. By this reference, the Privacy Policy is incorporated in the Terms.

Assignment

You may not assign or transfer any of your rights or responsibilities under the Terms.

U.S. Export Controls

You may not download or export the software from the Site in a manner that does not comply with U.S. export laws.

Indemnification

You agree to indemnify, defend, and hold harmless YOUNOMICS, its affiliates, and each of their respective directors, officers, employees, agents, successors and assigns from and against all losses, expenses, damages, and costs, including reasonable attorney fees, arising out of or relating to (1) the improper access and use of the Services by you, (2) the access and use of the Services by any other person using your user name and password, (3) your violation of these Terms.

Arbitration Clause

In the event of any claim, dispute, or controversy arising out of or relating to this Agreement or to this Arbitration Clause (“Dispute”), YOUNOMICS and you shall attempt in good faith to resolve promptly by negotiation. If the Dispute cannot be resolved by negotiation, then YOUNOMICS or you may submit the Dispute to final and binding arbitration.

The arbitration will occur before one arbitrator, with the location that is selected by YOUNOMICS and that will be within 100 miles of your residence address. The arbitrator will make an award that shall be a final and binding resolution of the Dispute. Judgment on the award may be entered in any court having jurisdiction.

The Dispute will be arbitrated by the National Arbitration Form (“NAF”). If NAF will not enforce this Arbitration Clause, then you agree to use a substitute arbitration organization. If you and YOUNOMICS cannot agree on a substitute arbitration organization, you agree that YOUNOMICS and you will both submit the decision to a court of appropriate jurisdiction such that the court may select the substitute arbitration organization.

Arbitration shall proceed solely on an individual basis, without the right for any Claims to be arbitrated or litigated on a class-action basis, consolidated basis, or on the bases involving claims brought in the purported representative capacity on behalf of others. The arbitrator’s authority to resolve and make awards is limited to Claims between YOUNOMICS and you alone.

You may request that all filing costs be advanced by YOUNOMICS and paid by YOUNOMICS to the arbitration organization. All other arbitration costs that you incur, such as the cost of discovery, deposition, attorney and witness fees, must be covered by you. If the arbitrator makes an award in your favor, you are not required to reimburse YOUNOMICS for advancing the filing costs. If the arbitrator makes an award in the favor of YOUNOMICS, you agree that the filing costs may be added to the award.

If you or YOUNOMICS appeal an award to a panel of three arbitrators, the prevailing party in the appeal will be entitled to recover the costs incurred in the appeal, including reasonable attorney’s fees.

In the event that any provision of the Arbitration Clause, excluding the class action waiver, is held to be invalid or unenforceable by a court of competent jurisdiction, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of the Arbitration Clause will remain in full force and effect. If the class action waiver is deemed unenforceable, then the Arbitration Clause will be unenforceable in its entirety, and the Dispute should be resolved through litigation at the courts.

If this Arbitration Clause conflicts with any agreement, this Arbitration Clause prevails.

Controlling Law and Jurisdiction

These Terms and any action related thereto will be governed by the laws of the State of New York, without regard to or application of its conflict of law provisions to your state or country of residence.

Waiver and Severability

The failure of YOUNOMICS to exercise or enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of the Terms will remain in full force and effect.

Entire Agreement

These Terms, additional terms of the Services, and the YOUNOMICS privacy policy are the entire and exclusive agreement between YOUNOMICS and you regarding the Services. These Terms supersede and replace any prior agreements between YOUNOMICS and you regarding the Services.