These Sagent Pharmaceuticals Terms of Use (this “Agreement”) Agreement sets forth the terms and conditions between Sagent Pharmaceuticals, Inc. and its affiliates (collectively referred to as “Sagent,” “we,” “us,” or “our” herein) and you, or if you represent an entity or organization, that entity or organization (in either case “you” or “your”) regarding your use of the Sites.  “Site(s)” means our websites, social media pages that we control, email that we send to you, and other digital/online properties on which this Agreement is posted or referenced (unless different or additional terms are provided on a particular site, application or service, in which case such different terms shall govern and control).

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SITE. BY USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT AND THAT BY ENTERING INTO THIS AGREEMENT, YOU MAY BE WAIVING CERTAIN RIGHTS. IN PARTICULAR, THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION, WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. YOUR BREACH OF ANY PROVISION OF THIS AGREEMENT WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE SITES. YOUR CONTINUED USE OF THE SITES IS SUBJECT TO YOUR CONTINUED COMPLIANCE WITH THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT USE THESE SITES.

PRIVACY POLICY

Please review Sagent’s Privacy Policy, which describes our practices related to the collection, use and disclosure of your information.

UPDATES TO TERMS; RIGHT TO UPDATE OR TERMINATE ACCESS

Your use of the Sites and continued use of the Sites following any changes to this Agreement signifies that you agree with the terms and conditions of this Agreement.  If you do not agree to this Agreement, you may not use the Sites. We may update this Agreement from time to time, so we encourage you to periodically review this Agreement. To help you stay current of any changes, we take the following two steps: (1) we note the date that this Agreement was last updated; and (2) when we make a material change to this Agreement, we post conspicuous announcement of such changes on the Sites or we send an email to all users for whom we have contact information. Your use of any Site following the posting of any revisions to this Agreement shall be deemed acceptance of such revisions.

SCOPE OF USE

The Sites are owned by Sagent. We invite you to view the Sites and Materials for your informational viewing only, provided that you fully comply with this Agreement.  You may not use the Site or Materials other than as expressly permitted in the preceding sentence.

OWNERSHIP, TECHNOLOGY AND RESTRICTIONS

Sagent and its licensors retain all right, title, and interest, including, without limitation, all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights (“IPR”), in and to the Sites and any text, video, pictures, graphics, designs, information, applications, software, articles, directories, as well as the trademarks, service marks, trade names, trade dress, copyrights, logos, domain names, code, patents and/or any other form of intellectual property contained in or associated with the Sites and any additions, improvements, updates, and modifications thereto (collectively, the “Materials”).  You receive no ownership interest or other rights (other than the rights specified in the “Scope of Use” section above) in or to the Sites or Materials.

The Sites, Materials and the databases, software, hardware and other technology used by or on behalf of Sagent to operate the Sites, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), may constitute valuable trade secrets of Sagent and are protected by all applicable laws and international treaties.  You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; (9) interfere with the operation or hosting of the Technology; (10) copy or attempt to copy, in whole or in part, any part of the Technology, or any copy thereof, including all software, database files, algorithms, and reports; or (11) alter, obscure or remove any copyright notice, copyright management information, or proprietary legend contained in or on the Technology.

Any use of the Technology other than as permitted by this Agreement will violate this Agreement and may infringe upon our rights or the rights of a third party. Nothing contained in this Agreement or on a Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Technology in any manner without our prior written consent. Any unauthorized use of the Technology may subject you to civil or criminal penalties.

TRADEMARKS

“Sagent Marks” means all trademarks, service marks, words, symbols, terms, logos, emblems, designs, designations and trade dress used by Sagent in connection with its goods and services.  All Sagent Marks are the exclusive property of Sagent.  Sagent utilizes multiple Sagent Marks that may appear on the Sites or in the Materials.  This Agreement does not authorize you to use any Sagent Mark.  Any such use is expressly prohibited.  Unauthorized use of any Sagent Mark may be a violation of federal and state trademark laws.

INFORMATION, NEWS AND PRESS RELEASES

The Sites may contain information, news and/or press releases about Sagent. While this information is believed to be accurate as of the date it was prepared, Sagent disclaims any duty or obligation to update such information.

LINKS TO THIRD PARTY WEBSITES

The Sites may include links to websites owned by third parties solely as a convenience to our users.  The terms and conditions of this Agreement do not apply to any such linked websites.  Further, Sagent does not endorse any such linked websites, or the information, materials, products or services that are contained in or accessible through such linked web sites. SAGENT  DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE INFORMATION, MATERIALS, PRODUCTS AND SERVICES THAT ARE CONTAINED IN OR ACCESSIBLE THROUGH SUCH LINKED WEBSITES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

You acknowledge and agree that Sagent is not responsible for the content, accuracy, legality, decency, copyright compliance, privacy practices, security or any other aspects of any such linked websites, and that the access or use of any such linked websites is solely at your own risk, and you hereby waive any and all claims against Sagent with respect to such linked websites.

YOUR CONDUCT

In order to help keep our Sites a safe place for all users, we require that you comply with the following rules in connection with your use of the Sites:

You will not send us any content, materials, or information that (1) in our sole discretion, is libelous, defamatory, tortious, obscene, pornographic, threatening, abusive, harassing, invasive of another’s privacy or publicity rights, hateful, objectionable, harmful to minors, or discriminatory on any grounds, or (2) otherwise constitutes or encourages a criminal offense, violates the rights of another, or violates any law.  We also reserve the right to turn over anything you provide to us to law enforcement officials.

You will not impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity.

You will not send us any spam, junk mail, chain letters, pyramid schemes, or the like.

Unless you have obtained our prior written approval, you will not send us any solicitations, advertising, or promotional materials, including but not limited to materials that solicit membership in any commercial online service or other organization.

You will not send us any computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, or telecommunications equipment.

You will not send us any personal information of third parties who have not given you permission to send us their personal information.

You agree to comply with all laws, rules and regulations applicable to your use of the Sites.

YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that: (1) you have the legal right and authority to enter into this Agreement, either for yourself or the entity you represent, (2) this Agreement forms a binding legal obligation on either yourself or the entity you represent, and (3) you have the legal right and authority to perform your obligations under this Agreement and to grant the rights and licenses described in this Agreement.

You represent and warrant that your use of and access to the Sites and the Materials will comply with all applicable laws, rules, or regulations and will not cause Sagent itself or any other third party to violate any applicable laws.  Sagent is not responsible for notifying you of any such laws, enabling your compliance with any such laws, or for your failure to comply.

WARRANTY DISCLAIMER

THE SITE AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”  SAGENT DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF THE SITE, MATERIALS, ANYTHING ELSE PROVIDED BY OR ON BEHALF OF SAGENT, OR THE PRODUCTS ADVERTISED ON THE SITE OR OTHER DATA, INFORMATION OR THIRD-PARTY CONTENT THAT MAY BE PROVIDED THROUGH THE SITE.  SAGENT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SITEs, MATERIALS, AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SAGENT OR ITS EMPLOYEES OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.

SAGENT MAKES NO WARRANTY THAT THE SITE OR MATERIALS (A) WILL MEET YOUR REQUIREMENTS OR (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.  ANY PERMITTED USES OF MATERIALS OTHER THAN VIEWING ARE DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY SUCH OTHER PERMITTED USES.

THE SITES AND MATERIALS DO NOT OFFER OR PROVIDE YOU WITH ANY MEDICAL ADVICE, DIAGNOSIS OR TREATMENT, AND SAGENT MAKES NO WARRANTy REGARDING THE SAME.  Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition.  Never disregard professional medical advice or delay in seeking it because of something you have read on A SITE.  If you think you may have a medical emergency, call your doctor, go to the emergency department, or call 911 immediately.  Reliance on any information provided IN THE SITES OR MATERIALS is solely at your own risk.

LIMITATION OF LIABILITY

SAGENT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE ACCESS TO OR USE OF THE SITE OR MATERIALS, EVEN IF SAGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF OR ALTERATION TO COMMUNICATIONS CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION; BUSINESS INTERRUPTION; OR PROCUREMENT OF SUBSTITUTE CONTENT, GOODS OR SERVICES.  SAGENT’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100.  YOU AGREE THAT SAGENT WOULD NOT ENTER INTO THIS AGREEMENT USE WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, SAGENT’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING AS SPECIFIED BELOW IN THIS AGREEMENT.

INDEMNIFICATION

You hereby agree to indemnify, defend, and hold harmless Sagent and its officers, directors, shareholders, affiliates, employees, agents, service providers, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation (“Claim”) against any Indemnified Party arising in any manner from: (1) your access to or use of the Sites or Materials, (2) your collection and disclosure of any of our Materials or IPR, (3) your violation or alleged violation of applicable laws, (4) your negligence or willful misconduct, or (5) your breach or alleged breach of any representation, warranty, or other provision of this Agreement.  Sagent will use reasonable efforts to provide you with notice of any such claim or allegation.  Sagent will have the right to participate in the defense of any such claim at its expense.  You will not enter into any settlement that admits any liability on behalf of any Indemnified Parties without the prior written consent of the applicable Indemnified Parties.

TERMINATION AND SUSPENSION

This Agreement will remain in effect until terminated by either party. You may terminate this Agreement at any time by ceasing to access the Sites and by destroying any Materials that you have been permitted to download from the Site.  You acknowledge and agree that Sagent may terminate your access to all or any part of a Site, with or without notice, for any or no reason, in its sole discretion, without liability of any kind.  Sagent may also, in its sole discretion and at any time, discontinue providing a Site, or any part thereof, with or without notice, without liability of any kind.  Upon termination or expiration of this Agreement for any reason: (1) all rights granted to you under this Agreement will terminate; and (2) you will immediately cease all use of and access to the Sites.  Any Section of this Agreement which, by its nature, should survive the termination of this Agreement shall so survive.

Without limiting Sagent’s right to terminate this Agreement, Sagent may also suspend your access to a Site or any Materials, with or without notice to you, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by Sagent, in its sole discretion, to be inappropriate or detrimental to Sagent or any third party.

CHOICE OF LAW AND JURISDICTION

This Agreement shall be governed and construed in accordance with the laws of the State of Illinois, U.S.A. without regard to its conflict of laws principles.  You agree that any suit or action between the parties arising from or related to this Agreement, which is not resolved pursuant to the below arbitration requirements, shall exclusively be resolved in a state court located in the State of Illinois, U.S.A. sitting in the County of Cook, or, if the subject matter jurisdictional requirements can be satisfied, in the United States District Court for the Northern District of Illinois, and you irrevocably consent and submit to the personal jurisdiction and venue of such state and federal courts for any such suit or action.  You waive any right that you may have to object to the personal jurisdiction or venue of such state and federal courts.

EQUITABLE RELIEF

You acknowledge that any breach or threatened breach of this Agreement by you will result in irreparable harm for which damages would not be an adequate remedy, and, therefore, in addition to its rights and remedies otherwise available at law, Sagent will be entitled to seek immediate equitable relief, including injunctive relief, as appropriate.  Sagent will be entitled to the relief described in this paragraph without the requirement of posting a bond.  If Sagent seeks any equitable remedies, it will not be precluded or prevented from seeking remedies at law, nor will it be deemed to have made an election of remedies.

DISPUTES

You agree that Sagent may elect to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement in accordance with the procedures set forth in this Section.  If any dispute cannot be resolved through negotiations between the parties within five days of notice from one party to the other of the dispute, Sagent may elect to finally settle such dispute through binding arbitration under the arbitration rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”).  Sagent may commence the arbitration by delivering a request for arbitration as specified in the Rules.  The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties.  If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after the request for arbitration, a neutral arbitrator will be selected as provided in the Rules.  The arbitration will be conducted exclusively in the English language at a site specified by Sagent in the County of Cook, State of Illinois, U.S.A.  The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or pleaded to the arbitrator.  The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party.  Judgment upon the award may be entered in a state court sitting in the County of Cook, State of Illinois, U.S.A. or the United States District Court for the Northern District of Illinois, and you irrevocably submit to the personal jurisdiction and venue of any such courts in any action or proceeding brought to enforce a judgment.  Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

ATTORNEYS’ FEES

In addition to any other relief, the prevailing party in any action arising out of this Agreement will be entitled to its reasonable attorneys’ fees and costs.

SEVERABILITY

If any provision or part of this Agreement will be declared illegal, void or unenforceable, the remaining portions will continue in full force and effect to the extent permitted by law insofar as the primary purpose of this Agreement is not frustrated.

WAIVER

Any waiver by either party of a breach of any provision of this Agreement will not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement.

CONSENTS

Whenever the consent or approval of Sagent is required hereunder, such consent or approval may be given or withheld by Sagent in its sole discretion.

ENTIRE AGREEMENT

This Agreement contains the entire understanding between the parties relating to the subject matter herein contained and supersedes all prior oral and written understandings, arrangements and agreements between the parties relating thereto.

SPECIAL TERMS FOR USERS FROM THE EUROPEAN UNION AND THE UNITED KINGDOM

To the extent required by applicable law, the following terms and conditions apply to you, and supersede conflicting terms in this Agreement, if you are a European Union or United Kingdom resident:

Nothing in this Agreement excludes or limits Sagent’s liability for death or personal injury arising from our negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

IF YOU ARE A RESIDENT OF THE EUROPEAN UNION OR THE UNITED KINGDOM AND ARE SUBJECT TO THE ALTERNATIVE DISPUTE RESOLUTION DIRECTIVE (2013/11/EU) AND THE ONLINE DISPUTE RESOLUTION REGULATION (EU 524/2013) (AND ANY IMPLEMENTING REGULATIONS IN EACH MEMBER STATE OF THE EU), THE ARBITRATION PROVISION IN THIS AGREEMENT WILL NOT APPLY TO YOU IF NOT PERMITTED BY APPLICABLE LAW.

As a consumer, you will benefit from any mandatory provisions of the law of the country in which you are a resident. Nothing in this Agreement affects your rights as a consumer to rely on such mandatory provisions of local law.

The local law of your jurisdiction may entitle you to have a dispute relating to this Agreement heard by your local courts.  However, by entering into this Agreement, Sagent does not consent to the jurisdiction of any courts other than those referenced in this Agreement and reserves the right to contest that Sagent is not subject to the jurisdiction of any other court.

SPECIAL TERMS FOR USERS FROM CANADA

IF YOU ARE A RESIDENT OF CANADA, THE ARBITRATION PROVISION IN THIS AGREEMENT MAY NOT APPLY TO YOU TO THE EXTENT SUCH PROVISION IS UNENFORCEABLE UNDER THE LAWS OF YOUR PROVINCE OF RESIDENCE.

Residents of certain Provinces may have the right to cancel the provisions of certain purchases as required by local law.  Sagent will honor such cancellation rights.

QUESTIONS AND COMMUNICATIONS

If you have any questions about this Agreement, you can contact us as follows:

send an e-mail to us at privacyrights@sagentpharma.com

This Agreement was last updated March 3, 2020.