Heraeus Medical LLC - Website Terms and Conditions

Last Updated: January 1, 2018

This website (or this “Site”) is operated by Heraeus Medical LLC. These Terms and Conditions, including any amendments or supplements (these “Terms”), apply to this Site and form a contract between Heraeus Medical LLC, or any applicable affiliated company (“Heraeus”, “we”, or “us”), and any individual or entity accessing or using this Site (“you”). By accessing or using this Site, you agree to be legally bound by these Terms.

IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS, YOU ARE NOT PERMITTED TO ACCESS OR USE THIS SITE OR ANY INFORMATION OR CONTENT CONTAINED ON THIS SITE.

We may amend these Terms at any time by posting a revised version. The revised version will be effective at the time we post it.

Section 1. No Medical or Healthcare Advice.

THE SITE DOES NOT PROVIDE MEDICAL ADVICE AND IS NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL ADVICE AND SERVICES FROM A QUALIFIED HEALTHCARE PROVIDER FAMILIAR WITH YOUR SITUATION. This Site is intended for general education and information. We make reasonable efforts to ensure that the product and health information on this Site is presented in a clear and objective manner. This Site does not create a doctor-patient relationship between you and Heraeus, and you are not entitled to rely on this Site for the diagnosis or treatment of any health or fitness condition or disease.

Section 2. Use of the Site.

2.1. Ownership; Limited License. You agree that all right, title and interest to this Site and its contents are the property of Heraeus or other third parties. You are granted a nonexclusive, non-transferrable, revocable, limited license to access and use this Site for informational purposes only. Heraeus may revoke this license, generally or selectively, at any time for any or no reason.

2.2. Limitations on Use. You may not exploit this Site commercially or use it in any manner other than for personal information. Without limiting the generality of the foregoing, you are not permitted to use this Site in any manner that: violates applicable law; infringes the intellectual property rights of any party; leads to abusive or deceptive practices; or is harmful (or intended to be so) to the safety, business or reputation of any party. You may not monitor, scan, reverse-engineer, or introduce malware into this Site. This list of restrictions are not exhaustive. It provides guidance.

2.3. Contributions. When providing Heraeus with content or posting content to this Site, you represent and warrant that such content does not infringe the intellectual property rights of any third party. You also grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, and sublicensable license to exercise any and all intellectual property rights you have in the content, in any media known now or in the future, subject, however, to laws on safeguarding personal and financial information.

2.4. Registration. Certain areas of this Site may require you to register in order to receive information about Heraeus products or services. You agree to provide Heraeus accurate and complete registration information, and Heraeus reserves the right to request certain personal information from you in order to verify your identity and licensure. Heraeus may allow or deny registrations in its sole discretion. You are responsible for maintaining the security of any codes you use to access this Site, and for keeping your mailing address and email address current in your profile.

2.5. Notices. You agree that Heraeus may provide electronic notices to you at the contact information you submitted when using this Site. Except as otherwise stated in these Terms or in other agreements between you and Heraeus, notices to Heraeus must be sent via email to:  yuri.rozenfeld@heraeus.com , or via certified mail to Heraeus Medical LLC, 770 Township Line Road, Suite 300, Yardley, Pennsylvania 19067. Attn: Legal Department.

Section 3. Limitations of Our Liability to You.

PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS HERAEUS’S LIABILITY TO YOU, EVEN IN THE EVENT THAT YOU INCUR DAMAGES ARISING FROM USING THIS SITE.

3.1. Warranty Disclaimer. We prepared the content and other information contained on this Site as a convenience. It is not intended to constitute advice or recommendations upon which you may rely.

ALL CONTENT ON THIS SITE IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THIS SITE AND ITS CONTENTS, WHETHER IMPLIED, EXPRESS OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, AND ACCURACY. WE MAKE NO WARRANTY THAT THIS SITE OR ITS CONTENTS ARE ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED.

3.2. Limitation of Liability. Your exclusive remedy for any dispute with us arising from this Site is for you to discontinue use of this Site. We will not be liable to you (or to any third party claiming under or through you) for any loss, injury, claim, or indirect, special, incidental, consequential, punitive, or exemplary damages (even if we knew or should have known of the possibility of such damages) arising from: your use of, or inability to use, this Site; or any actions or omissions of any medical practitioner. We will not be liable to you for any claims for lost profits, lost data, loss of goodwill, work stoppage, computer failure or malfunction, other commercial damages or losses, medical malpractice, or negligence of medical practitioners. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions our liability will be limited to the lesser of: the minimum extent required by law; and $1,000.

3.3. Links to Third Party Sites. This Site may contain links to other sites owned and operated by parties other than us. We do not control such websites and are not responsible or liable for their content or accuracy. We do not endorse such sites, and we accept no liability for any information, products, advertisements, content, services or software accessible through these third-party websites, for business and privacy practices of such third parties, or for any action you may take as a result of linking to any such website.

3.4. Indemnification. You must defend, indemnify, and hold harmless us, our employees, contractors, officers, directors, agents, affiliated companies, suppliers, successors, and assigns from all liabilities, claims, demands and expenses, including attorneys’ fees, made by any third party that arise from your use of this Site: contrary to applicable law; in a manner not consistent with these Terms or any other agreement with Heraeus; or in violation of the rights of any third party. The foregoing indemnification obligation does not apply to liabilities, claims, demands and expenses arising from our own gross negligence or intentional misconduct.

3.5. Editorial Control. We may review and in some cases remove content provided by users or third party content providers on this Site. We do not undertake any obligation or liability with respect to any removed content. Any statements or other information made on this Site by users or third parties is not that of Heraeus.

Section 4. General Provisions.

4.1. Entire Agreement. These Terms and any other policies, agreements or special terms we may post on this Site constitute the entire agreement between us and you in connection with your use of this Site, and supersede any prior agreements between Heraeus and you regarding use of this Site (including prior versions of these Terms).

4.2. Governing Law. These Terms are governed by the laws of the State of New York, controlling United States Federal law, and the Federal Arbitration Act, without regard to any conflicts of law provisions. All parts of these Terms apply to the maximum extent permitted by law.

4.3. Dispute Resolution.

4.3.1. Binding Arbitration. Any dispute or claim relating to your use of this Site will be resolved by binding arbitration in the City of New York, New York, rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages). The arbitrator must also follow these Terms as a court would. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at  www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.

4.3.2. Intellectual Property Disputes. If either party desires to bring a suit against the other for infringement or other misuse of intellectual property rights, the parties agree that such claims may be brought in the Federal District Court for the Southern District of New York. The parties irrevocably submit to the nonexclusive personal jurisdiction of the Federal District Court for the Southern District of New York.

4.4. Severability; Headings. If either party cannot enforce a portion of these Terms as written, then that portion will be replaced with terms that most closely match the intent of the portion that cannot be enforced to the extent permitted by law. The invalidity of part of these Terms will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any legal force or effect.

4.5. No Waiver. No waiver of any provisions of these Terms or a breach will be valid or enforceable unless in writing. The failure of either party to exercise in any respect any right provided for in these Terms will not be deemed a waiver of any other rights under these Terms.

4.6. Survival. These Terms will survive the termination or deactivation of your access to this Site.