Terms and conditions
1. Effective date
This Agreement was last updated on March 15, 2012.
2. Acceptance of terms
This Agreement outlines the legally binding terms for your use of the Site. We reserve the right to modify this Agreement from time to time, for any reason, without notice and such modifications will be made available on our Site. Use of our Site constitutes (1) acknowledgement by you of our modifications, and (2) an agreement by you to abide and be bound by this Agreement and its modifications. You may identify whether we have revised this Agreement by the Effective Date listed in Section 1 above.
4. User conduct and responsibilities
You are responsible for obtaining access to the Site and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the Site. Your use of the Site is subject to all applicable local, state, national, and international laws and regulations.
5. Site content
All content on the Site, including but not limited to data, results, designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Site Content”), are the proprietary property of Ventus Medical or its licensors with all rights reserved. You are granted a limited license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Except as permitted herein, no Site 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 Ventus Medical’s prior written permission. Nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Site (“Submissions”), provided by you to Ventus Medical are non-confidential and shall become the sole property of Ventus Medical. Ventus Medical shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
8. Copyrights and trademarks
All contents on the Site are: Copyright ©2012 Ventus Medical, Inc. or its partners. All rights reserved. Ventus Medical, the V logo, and the Provent logo are trademarks of Ventus Medical, Inc. All other trademarks are property of their respective companies. All trademarks and registered trademarks are protected by U.S. and international trademark laws.
All notices to a party shall be in writing and shall be made either via email or conventional mail. Ventus Medical may broadcast notices or messages through its Web site to inform you of changes to this Agreement, the Site, or other matters of importance. Such broadcasts shall constitute notice to you.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW THE SITE, AND ALL CONTENT INCLUDED IN THE SITE, IS PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER EXCEPT AS EXPRESSLY SET FORTH ON OUR SITE, VENTUS MEDICAL AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE VENTUS MEDICAL AND ITS LICENSORS MAKE NO WARRANTY OR REPRESENTATION REGARDING (1) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR PRODUCTS OFFERED THROUGH THE SITE, (2) THE CURRENCY, ACCURACY, QUALITY, CONTENT, COMPLETENESS, LEGALITY, OPERABILITY, AVAILABILITY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE, OR (3) THAT THE SITE WILL MEET ANY OF YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE USE OF THE SITE IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS 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 SUCH MATERIAL AND/OR DATA NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VENTUS MEDICAL OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN
11. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL VENTUS MEDICAL OR ITS LICENSORS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (EVEN IF VENTUS MEDICAL OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE FULLEST EXTENT PERMITTED BY LAW, SUCH LIMITATION OF LIABILITY SHALL APPLY, WITHOUT LIMITATION, WHETHER THE DAMAGES ARISE FROM ANY PRODUCT OR SERVICE OFFERED THROUGH THE SITE, USE OR MISUSE OF AND RELIANCE ON THE SITE, FROM INABILITY TO USE THE SITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). TO THE FULLEST EXTENT PERMITTED BY LAW, THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SITE OR ANY INFORMATION THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
12. Exclusions and limitations
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, and some jurisdictions provide for mandatory rights and guarantees that cannot be limited or excluded, so some of the above limitations may not apply to you.
To the fullest extent permitted by law, you agree to indemnify and hold Ventus Medical, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your use of the Site or any violation of this Agreement or of any law or the rights of any third party.
Headings, Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
Waiver and Severability of Terms. The failure of Ventus Medical to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Ventus Medical. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
Statute of Limitations. You and Ventus Medical agree that any cause of action arising out of or related to this service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. Some jurisdictions may prohibit the shortening of the time period in which a cause of action must be brought. In all such jurisdictions, the applicable time period shall be the minimum allowed by law.
Choice of Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law provisions. To the fullest extent permitted by law, you and Ventus Medical agree to submit to the exclusive jurisdiction of the courts of the State of California.