Terms and Conditions of Use
Welcome to www.vyaire.com (the "Site"). Vyaire Medical, Inc. (referred to as "Vyaire," "we," "us," or "our,") provides you with access to the Site subject to the terms and conditions contained in this Terms and Conditions of Use Agreement (the "Agreement"). Please read this Agreement carefully. By accessing or using this Site, you agree without restriction to be bound by this Agreement. If you do not agree to follow and be bound by this Agreement, you may not access, use or download materials from this Site.
Please note that if you are an existing customer or supplier of Vyaire, these terms are not intended to replace or modify those contained in your customer or vendor agreement. In case of an inconsistency, the terms and conditions of your written agreement will prevail over those contained herein. All Vyaire products and services may also be subject to separate terms and conditions, which govern their use. Vyaire reserves the right to update or modify this Agreement at any time without prior notice. Your use of this Site following any such change constitutes your agreement to follow and be bound by this Agreement as revised. For this reason, we encourage you to review this Agreement each time you use this Site. This Agreement was last revised on February 11, 2019.
The Availability of the Site and International Users
The Site is administered by Vyaire, from Mettawa, IL in the United States. This Site and its contents (the "Content") are designed to comply with United States laws and regulations and are intended for use by United States residents only. Access to the Site and the Content may not be legal by certain persons or in certain countries outside of the United States. If you access this Site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. Materials published on this Site may refer to products or services that are not available in your country. Consult your local Vyaire office for more information. Furthermore, Vyaire makes no representation that the materials on the Site are appropriate or available for use at other locations outside of the United States and access to them from countries where their contents are illegal is prohibited. You should not construe anything on the Site as a promotion or solicitation for any product or for the use of any product that is not authorized by the laws and regulations of the country in which you are located.
This Site is Not a Source of Medical Advice
The Content of this Site is presented in summary form, is general in nature, and is provided for informational purposes only; it is not intended nor recommended as a substitute for professional medical advice. You should not use the Content of this Site for diagnosing a health or fitness problem or disease. Always seek the advice of your physician or other qualified health provider regarding any medical condition or treatment. Nothing contained on this Site is intended to be for medical diagnosis or treatment. Never disregard medical advice or delay in seeking it because of something you have read on this Site.
Copyright Notice and Limitation on Use
No use should be made of materials on this Site, except as expressly authorized by this Agreement. All Site Content, including the selection, arrangement and design of the Content is owned either by Vyaire or its licensors and is protected by copyright and other intellectual property laws including the sui generis rights relating to the protection of databases. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any Content, in whole or in part, including any code and software. You may download Content from the Site for your own personal, non-commercial use only, provided the Content is not modified in any way, you keep intact all copyright and other proprietary notices, and you include the phrase, "Used with permission of Vyaire Medical, Inc." when you display or otherwise use the Content.
Procedures for Claimed Copyright Infringement
We respect the intellectual property rights of others and we ask that you do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Executive Vice President and Chief Legal Officer, 26125 North Riverwood Boulevard, Mettawa, IL 60045 USA, with the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Site;
- your address, telephone number and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner's behalf.
All of the trademarks, service marks and logos displayed on this Site (the "Trademark(s)") are registered and unregistered trademarks of Vyaire, its affiliates, or third parties. Nothing contained in this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to the Trademarks without the express written permission of Vyaire or the applicable third party. Except as expressly provided in this Agreement, any use of the Trademarks found on the Site is strictly prohibited. Please note that the names of the companies and products mentioned on this site may be trademarks of their respective owners.
Public and Unsolicited Information
This Site may provide opportunities to provide Vyaire feedback regarding this Site and our products and other unsolicited submissions (collectively, "Unsolicited Information". You may only provide Unsolicited Information which meets the requirements of these Terms and Conditions. Subject to the conditions provided herein, we accept innovative ideas for new products and technologies from individuals and organizations not employed by or affiliated with Vyaire so long as such inventions are covered by existing patents or are those for which patents have been applied for by the submitter. Vyaire and its employees do not accept or consider other unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. Please do not send any original creative artwork, samples, demos, or other works. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Vyaire's products or marketing strategies might seem similar to ideas submitted to Vyaire. So, except under the circumstances described above relating to patented ideas or those for which you have filed a patent application, please do not send your unsolicited ideas to Vyaire or anyone at Vyaire. If, despite our request that you not send us your ideas and materials, you still send them, and in the event you post Public Information on our Site, all such Public Information and all such Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY and Vyaire and its affiliates are free to use such information for any purpose and in any manner whatsoever. This Site may present opportunities to post information to public areas of the Site, such as bulletin boards (collectively, "Public Areas"), or to send along comments and feedback (any such information provided, "Public Information"). Although Vyaire may, from time to time, monitor or review the information posted to the Public Areas of the Site, Vyaire is under no obligation to do so, and assumes no responsibility or liability arising from the Content of such Public Areas or the Site in general or for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in the Site. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate the law. Vyaire will fully cooperate with any law enforcement authorities or court order requesting or directing Vyaire to disclose the identity of anyone posting any such material. Children under the age of eighteen should not submit any Public Information or Unsolicited Information containing personally identifiable data.
Links to Other Websites
This Agreement applies only to this Site. This Site may frame or contain references or links to other Vyaire Web sites (the "Other Vyaire Sites" as well as other Web sites that are not operated by Vyaire (the "Third Party Sites"). These references and/or links to the Third Party Sites are provided for your reference and convenience only, and do not imply any review or endorsement of the material on these Third Party Sites or any association with their operators. Vyaire does not control these Third Party Sites and is not responsible for their content. The Third Party Sites (and any Web sites to which they link) may contain information about uses of products that have not been approved or cleared by the Food and Drug Administration. Vyaire does not endorse any "off-label" uses. The Third Party Sites (and the Web sites to which they link) may contain information that is inaccurate, incomplete, or outdated. Your access and use of the Third Party Sites (and any Web sites to which they link) is solely at your own risk. Please note that Other Vyaire Sites are governed by their specific Terms and Conditions and Privacy Policies. We recommend that you carefully read those documents upon your entry to those Other Vyaire Sites.
No Framing Allowed
Elements of this Site are protected by copyright, trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part by any means, including but not limited to, the use of framing, deep linking or mirrors. None of the Content for our Site may be retransmitted without the express written consent of Vyaire. If you are interested in linking to our Site, Contact Us for more information.
Dealings with Advertisers
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings are solely between you and such advertiser. You agree that we are not responsible nor shall we be liable for loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such advertiser on the Site.
Some of the functions of this Site may require creation of an account with us. As part of the registration process, visitors will select a User Name and Password, along with registration information, which must be accurate and updated. You may not select or use a User Name of another person with the intent to impersonate that person or use a User Name in which another person has rights without such person's authorization. Failure to comply with the above shall constitute a breach of this Agreement, which may result in immediate termination of your account. You agree to take reasonable measures to protect the security of your password. You are responsible for all usage or activity on your account, including use of the account by any third party authorized by you to use your User Name and Password. You shall notify Vyaire of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or any other relevant registration details provided.
Disclaimer of Warranties
This site contains information concerning Vyaire that may be useful to our customers, employees, and shareholders as well as to the general public. However, Vyaire makes no representations or warranties as to the accuracy of any information contained herein and expressly disclaims any obligation to update said information. The site and the content are provided on an "as is," & "as available" basis, without warranties of any kind. There may be delays, omissions or inaccuracies in the content and the site. Vyaire and its affiliates do not warrant the accuracy, completeness, timeliness, non-infringement, title, merchantability or fitness for a particular purpose of the content or the site itself, and we hereby disclaim any such express or implied warranties. Vyaire does not represent or warrant that the content of this site is free of viruses, worms or other code that may manifest contaminating or destructive properties. Because some jurisdictions do not permit the exclusion of certain warranties, these exclusions may not apply to you.
Limitation of Liability
Your use of this Site is at your sole risk. Under no circumstances shall Vyaire, its affiliates or any of their respective directors, officers, employees, or agents, be liable for any direct or indirect losses or damages arising out of or in connection with your use of or inability to use this site or your reliance on any Content. This limitation of liability applies to all losses and damages of any kind whatsoever, whether direct or indirect, general, special, incidental, consequential, exemplary or otherwise, including without limitation, loss of data, revenue or profits. This limitation of liability applies whether the alleged liability is based on contract, negligence, tort, strict liability or any other basis and even if an authorized representative of Vyaire or its Affiliates has been advised of or should have known of the possibility of such damages. Some states do not allow the exclusion of damages or limitation of liability set forth above, so this limitation of liability may not apply to you. If any part of this limitation of liability is found to be invalid or unenforceable for any reason, then the aggregate liability of Vyaire and/or its affiliates under such circumstances shall not exceed, one hundred ($100.00) dollars in the aggregate. If any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability, disclaimers and exclusions of warranties and damages set forth in this agreement shall remain in effect.
In the event that any legal action is taken resulting from (i) your use of the Content or Site, including your breach of the terms of this Agreement, or (ii) any Unsolicited Information provided by you, you agree to defend, indemnify, hold harmless and pay any reasonable legal and accounting fees without limitation incurred by Vyaire, its affiliates, its and their directors, officers, employees, agents, investors or licensors. Vyaire shall provide notice to you promptly of any such claim, suit, or proceeding. Vyaire shall have the right, at its option and expense, to participate in the defense and/or settlement of any claim or action, or to assume the exclusive defense and control of any matter otherwise subject to indemnification by you without relieving your indemnification obligations. In no event shall you settle any suit or claim imposing any liability or other obligations on Vyaire without its prior written consent.
You are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Site and all charges related thereto. Vyaire reserves the right to alter or delete material from this Site at any time. This Site is controlled and operated by Vyaire from its offices within the United States. Any claim relating to, and the use of, this Site are governed by the laws of the State of Illinois United States of America. By using this Site, you consent to personal jurisdiction in the federal and state courts located in the State of Illinois, for any action arising out of or relating to this Site or your use of this Site. Such courts shall have exclusive jurisdiction over all such actions. The United Nations Convention on Contacts for the International Sale of Goods does not apply to this Agreement. This Agreement constitutes the entire agreement between you and Vyaire with respect to your access to and/or use of this Site. Any claims arising in connection with your use of the Site or any Content must be brought within one (1) year of the date of the event giving rise to such action occurred. All provisions of this Agreement pertaining to indemnification, disclaimer or warranties, limitation of liability and proprietary rights shall survive the termination of this Agreement for any reason. If any provision of this Agreement is invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that closely matches the intent of the original provision. The failure by us to exercise or enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision. All rights not expressly granted herein are hereby reserved.