Terms of Use

ATTENTION: PLEASE READ THESE WEBSITE TERMS OF USE AND LEGAL RESTRICTIONS (“TERMS”) CAREFULLY BEFORE USING THIS WEBSITE. USING THIS WEBSITE INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THIS WEBSITE.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS SET FORTH IN THE SECTION ENTITLED “ARBITRATION” BELOW, REQUIRES YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST VERTOS MEDICAL, INC. ON AN INDIVIDUAL BASIS, MEANING YOU CANNOT BRING CLAIMS AGAINST VERTOS MEDICAL, INC. IN COURT, AND CONFIRMS YOUR AGREEMENT TO A CLASS ACTION WAIVER IN ARBITRATION. PLEASE READ IT CAREFULLY AS IT IMPACTS YOUR LEGAL RIGHTS.

USE OF SITE

Vertos Medical, Inc. (“Vertos Medical”) authorizes you to view and download the information and other materials at or through this Website (“Site”) only for your personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained in the original materials on any copies of the materials. The entire content of the Site, including any images or text, is copyrighted and may not be distributed, reproduced, publicly displayed, downloaded, modified, reused, reposted, or otherwise used except as provided herein without the express prior written permission of Vertos Medical. For purposes of these Terms, any use of these materials on any other Website or networked computer environment for any purpose is prohibited. All product names, regardless of whether or not they appear in large print or with a trademark symbol, are trademarks of Vertos Medical, its affiliates, related companies, or its licensors or joint venture partners unless otherwise noted.

The use or misuse of these trademarks or any other trademarks or copyrights, or other materials, except as permitted herein, is expressly prohibited and may be in violation of copyright law, trademark law, communications regulations and statutes, and other laws, statutes and/or regulations. If you breach any of these Terms, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials. If you are asked to register you must provide complete and accurate identification, contact, and other information required as part of the registration process. Vertos Medical also reserves the right to refuse or terminate your authorization to access and use any products or services at or through the Site and to delete any one or more of your related accounts at any time in its sole discretion, including, without limitation, any time if you breach or threaten to breach any of these Terms.

You, not Vertos Medical, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all your data, and Vertos Medical shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of this data. You shall not knowingly send or store spam, unlawful, infringing, obscene, or libelous material, or viruses, worms, Trojan horses and other harmful code.

Vertos Medical cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

USE OF SOFTWARE

Your use, installation or downloading of software from this Site (“Software”) indicates your acceptance of and is subject to the license terms in the Software License Agreement that accompanies or is provided with the Software. If no such Software License Agreement accompanies or is provided with the Software, then you agree that you accept a limited, non-exclusive, non-transferable license to use the Software solely for your own internal business purposes in relation to your use of this Site and that your use of the Software is subject to the terms and conditions of these Terms, including, without limitation, the following provisions: (1) you shall not translate, disassemble, decompile, reverse engineer, prepare derivative works of or otherwise alter or modify the Software or make any copies of any documentation or Software (except one copy for back-up or archival purposes only); (2) you shall not sell, assign, sublicense, transfer, disclose, or permit access to the Software or related documentation to any other person or entity; and (3) THE LICENSOR DISCLAIMS (AND YOU ACCEPT THE SOFTWARE WITHOUT) ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE.

Use of Information and Materials

The information, materials, products and services contained in or available through the Site are subject to change. Additionally, not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to final determination and acceptance by the entity providing such products or services and the provision of such products or services is not an obligation of or guaranteed by Vertos Medical unless Vertos Medical is identified as the entity providing such products or services. The Site has been designed to provide general information about Vertos Medical and health and wellness related information. These pages are not intended to provide investment or medical advice, nor do they provide instruction on the appropriate use of products produced, supplied or under development by Vertos Medical, its affiliates, related companies, or its licensors, joint venture partners or other companies. Vertos Medical shall not be held responsible for any action taken that is based on the information presented on the Site, and all users of the Site agree that all access and use of the Site, and any and all content presented on the Site, is at the user’s own risk.

Links to other Websites

Links to third party Websites on this Site are provided solely as a convenience to you. If you use these links, you will leave this Site. Vertos Medical has not reviewed all of these third party sites and does not control and is not responsible for any of these sites or their content. Thus, Vertos Medical does not endorse or make any representations about them, or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.

Intellectual Property Ownership

You acknowledge that Vertos Medical (and its licensors, where applicable) own all rights, titles and interest in and to the Site and all information, materials, products and services provided at or through the site, including without limitation all Intellectual Property Rights in and to the Site and all information, materials, products and services available at or through the site, and any suggestions, ideas, enhancements, requests, feedback and recommendations or other information provided by you or any other party relating to the Site or information, materials, products or services available at or through the Site. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

Information Practices

Protecting users’ privacy is very important to Vertos Medical. As a condition to using the Site, you agree to the terms of the Vertos Medical’s Privacy Policy, which may be updated from time to time, as expressed in the most recent version that exists at the time of your use. Information collected by Vertos Medical may be stored and processed in the United States or any other country in which Vertos Medical or its agents maintain facilities. By using the Service you consent to any such transfer of information outside of your country. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

Disclaimer and Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER VERTOS MEDICAL OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THIS SITE BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, OR DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION ARISING OUT OF OR RELATING TO USERS ACCESS, USE, OR INABILITY TO USE THE VERTOS MEDICAL WEBSITE OR ANY WEBSITES LINKED TO THIS SITE, OR ANY ERRORS OR OMISSIONS IN THE CONTENT OR SOFTWARE OF OR OTHER INFORMATION CONTAINED IN ANY OR ALL SUCH SITES WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, REGULATION, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE CONTENT OR OTHER INFORMATION FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR, OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. IF YOU ARE DISSATISFIED WITH THIS SITE, ANY CONTENT, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS SITE.

THIS SITE, INCLUDING ALL SOFTWARE, FUNCTIONS, MATERIALS, CONTENT, AND INFORMATION IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. VERTOS MEDICAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF QUIET ENJOYMENT AND NON-INFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, AND INFORMATIONAL CONTENT. VERTOS MEDICAL DOES NOT AND CANNOT GUARANTEE OR WARRANT THAT THE FILES AVAILABLE FOR DOWNLOADING FROM THIS SITE, IF ANY, WILL BE FREE FROM INFECTION, VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VERTOS MEDICAL OR THROUGH OR FROM THIS SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. Vertos Medical further does not warrant or make representations regarding the operation of this Site, the use, validity, reliability, accuracy, and completeness of the content at this Site or any other websites linked to this Site. Vertos Medical may make changes to this Site and to the information, materials, products and services at or available through this Site at any time without notice. The information, materials, products and services at or available through this Site may be out of date and Vertos Medical makes no commitment to update them. Information published at this Site may refer to products, programs or services that are not available in your country. Consult your local Vertos Medical business contact for information regarding the products, programs and services that may be available to you. Applicable law may not allow the exclusion or limitation of implied warranties or damages, so the above exclusion may not apply to you.

Applicable Laws

This Site is administered by Vertos Medical from its offices in Aliso Viejo, CA and this Site and these Terms (including without limitation the validity, construction and performance of duties related to the Terms) will be governed by and construed in accordance with the laws of the United States of America and more particularly the laws of the State of California without giving effect to any principles of conflicts of laws. Vertos Medical makes no representation that information, materials, products or services at or available through this Site are appropriate or available for use outside the United States, and access to them from territories where their contents are illegal is prohibited. You may not use or export or re-export the information, materials, products or services at or available through this Site or any copy or adaptation in violation of any applicable laws or regulations including without limitation U.S. export laws and regulations. If you choose to access this Site from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws. Vertos Medical makes no representations that information, materials, products or services at or available through this Site or made available through this Site are appropriate or available for use in other locations, and access to this Site and any information, materials, products or services available at or through this Site from locations where such information, materials, products or services are illegal is prohibited. You agree that any cause of action or claim that you may have relating to this Site must be made or instituted within one year of when the cause of action or claim accrued.

Dispute Resolution

Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules by a sole arbitrator. The parties hereto shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days of the commencement of the arbitration, the appointment shall be made by the AAA in accordance with the Commercial Arbitration Rules. The place, or legal seat of arbitration, shall be New York, and the language of the arbitration shall be English.

You may only bring claims in your individual capacity on your own behalf, and not in any representative capacity or on behalf of any class or purported class, and no arbitration you commence hereunder may be joined with or include any claims by any other persons. Each party shall bear its own arbitration filing fees.

The arbitrator shall issue a reasoned award and shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Nothing herein, however, shall authorize the arbitrator to act as amiable compositeurs or to proceed ex aequo et bono. Each party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.

Linking to the Site

Anyone linking to any Vertos Medical’s Website must comply with the Guidelines for Linking to Vertos Medical’s Website, which are detailed below and form a part of these Terms for all purposes, and all applicable state, federal, local and international laws. We regard the use of our registered and unregistered trademarks and service marks in metatags and/or hidden text as trademark infringement, and treat the use of these terms in page text, metatags, and/or hidden text for purposes of gaining higher rankings from search engines as unfair competition.

General

Vertos Medical may revise these Terms at any time by updating this posting. You should visit this page from time to time to review the then-current Terms because they are binding on you. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages at this Site. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms to be unenforceable, the remainder of these Terms will continue in full force and effect. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms will be effective only if in writing and signed by Vertos Medical.

Feedback

If you have comments on the Site or any information, materials, products or services made available at or through the Site, or ideas on how to improve the Site or such information, materials, products or services, please contact us. Please note that by doing so, you also grant Vertos Medical and third parties permission to use and incorporate your ideas or comments into the Site or such information, materials, products or services (or third party software or content) without further compensation or approval.

Guidelines for Linking to Vertos Medical’s Website

ATTENTION: LINKING TO VERTOS MEDICAL’S WEBSITE INDICATES THAT YOU ACCEPT VERTOS MEDICAL’S WEBSITE TERMS OF USE AND LEGAL RESTRICTIONS (TERMS) AND THAT YOU WILL ABIDE BY THE GUIDELINES BELOW. IF YOU DO NOT ACCEPT THESE TERMS AND AGREE TO ABIDE BY THESE GUIDELINES, DO NOT LINK TO THIS WEBSITE.

If you link to Vertos Medical’s Website, you agree that you at all times may link to, but not replicate, Vertos Medical content. In addition you:

Social Media Community Guidelines

The Vertos Medical Facebook, Instagram and Vertos Medical LinkedIn pages (collectively, “social media channels”) are social media sites on Facebook, Instagram, Google (YouTube), and LinkedIn (collectively, “social media platforms”) for users of the Site, users of the social media channels, and others to learn about Vertos Medical and for Vertos Medical to provide information, images, video, posts, and other content (collectively, “Content”) about Vertos Medical’s products. The Site links to third party social media platforms, including Facebook, Instagram, Google (YouTube), and LinkedIn, that provide the social media channels and contain message boards, personal web pages or profiles, forums, and other interactive features (collectively, “Interactive Services”) that in some cases allow users of the Site, users of the social media channels, and others accessing the social media platforms to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) posts, comments, suggestions, ideas, enhancements, requests, feedback, recommendations, information, content or materials (collectively, “User Contributions”) on or through the social media channels or the Site. Vertos Medical may discontinue its use of any of its social media channels at any time.

Vertos Medical encourages open communication and values transparency, but Vertos Medical or the social media platforms may remove Content or User Contributions on the social media channels in order to meet industry regulations or applicable law or to uphold the intent of the social media channels. Vertos Medical and the social media platforms may also remove User Contributions containing things such as: inappropriate language, promotion of off-label use of products, irrelevant content, medical advice, request for medical advice, personally identifiable information, customer service issues, or requests. Vertos Medical reserves the right to delete any Content or User Contributions at its sole discretion. Vertos Medical may also prohibit disruptive users from accessing or using the social media channels or any part of the Interactive Services provided by them, and Vertos Medical may ban anyone that it deems disruptive from making User Contributions on the social media channels.

You should not construe any discussion of medical and health topics on the social media channels as constituting medical advice. If you need medical advice, please contact a qualified healthcare professional near you. Vertos Medical makes no representations or warranties that the information or content on the social media channels, including the User Contributions, is accurate, complete, reliable, useful, timely, or current except to the minimum extent required under applicable law. Do not rely on the information or advice in any User Contribution. Your use of the social media channels and reliance upon any information or content provided on or through them is entirely at your own risk.

In addition to complying with our Terms, all users who access or use the social media channels must comply with the terms of use of the social media platforms that provide the social media channels and any other policies or guidelines published on or linked from them. Your use of the social media channels will also be governed by our Privacy Policy and the privacy policies of the social media platforms that you access or use. All User Contributions on our social media channels must comply with the Content Standards set out in these Terms and the terms of use of our social media channels.

Any User Contribution you make to our social media channels will be considered non-confidential and non-proprietary. When you make a User Contribution, Vertos Medical is under no obligation to you, and Vertos Medical may disclose the User Contribution and the ideas within it to anyone without any liability to you. If you make a User Contribution, Vertos Medical owns all right, title, and interest in and to your User Contribution, and you acknowledge and agree that you will receive no compensation for any User Contribution that you make. To the extent that the terms of the social media platforms do not allow Vertos Medical to solely own any User Contribution that you make, by providing any User Contribution on the Site or the social media channels, you shall, and hereby do, grant to Vertos Medical and our affiliates, and each of their and Vertos Medical’s respective licensees, successors, and assigns, a perpetual, irrevocable, unrestricted, worldwide, transferable, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, perform, publish, transmit, display, distribute, and otherwise disclose to third parties any such material for any purpose in any and all media or distribution methods now known, existing, or later developed. Such license includes, without limitation, the right of Vertos Medical to create derivative works of any User Contribution, make excerpts of such User Contribution, and combine such User Contribution with other content. You also shall, and hereby do, grant, and permit Vertos Medical to grant, to the service providers, including the social media platforms, and their affiliates and each of their respective licensees, successors, and assigns a license to any User Contribution that you make and that Vertos Medical does not own in accordance with the terms of use provided by the social media platform to which you made your User Contribution.

You represent, warrant, and covenant that:

You are responsible for any User Contributions you submit or contribute, and you, not Vertos Medical, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. By submitting User Contributions, you waive any right to inspect or approve of such uses and agree to defend and hold harmless Vertos Medical and all others identified above from any and all claims you, your heirs, executors or assigns may at any time have against Vertos Medical on account of the license that you have granted Vertos Medical, the social media platforms, and the respective licensees described above or arising out of or relating to Vertos Medical’s use of the content of your User Contributions.

Vertos Medical is not responsible or liable to you or any third party for the content or accuracy of any User Contributions posted by you or any other user of the Site or social media channel, including any user who is an employee or contractor of Vertos Medical who posts to the Site in his or her personal capacity and not as an agent of Vertos Medical posting to the within the scope of his or her employment or engagement. Vertos Medical does not create, control, represent, or endorse any opinions or statements expressed by others within its social media channels, including those that follow or like Vertos Medical, and any content posted by anyone other than Vertos Medical is the responsibility of the submitter and not Vertos Medical. Vertos Medical does not control the social media platforms (including the social media channels) and other sites that are linked from pages on our Site or on social media channels that take you out of our social media channels or the Site. Vertos Medical offers these links to you only as a convenience, and you should not interpret the inclusion of any link as implying that Vertos Medical endorses the linked site. In the event that Vertos Medical “likes” another page, “favorites,” shares, or otherwise re-posts any third party content, including User Contributions, Vertos Medical is not expressly or impliedly endorsing such content.

Vertos Medical appreciates your feedback and your use of the Vertos Medical social media channels. Thank you for making our social media communities safe and welcoming. Nothing in the Terms shall be deemed or construed by you or by any third party, including any social media platform, to create the relationship of principal and agent or of partnership or of joint venture among you, Vertos Medical, or any social media platform.

All product names, trademarks and registered trademarks are property of their respective owners. All company, product and service names used in this Site and our social media channels are for identification purposes only. Use of these names, trademarks and brands does not imply endorsement.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Reporting Claims of Copyright Infringement

Vertos Medical takes claims of copyright infringement seriously. Vertos Medical will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any Content accessible on or from the Site or our social media platforms infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

Vertos Medical’s designated copyright agent to receive DMCA Notices is:

Marketing Dept.
Vertos Medical
95 Enterprise, Suite 325
(949) 349-0008
marketing@vertosmed.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Site or our social media channels is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Counter Notification Procedures

If you believe that material you posted on the Site or our social media channels was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with Vertos Medical (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:

The DMCA allows Vertos Medical to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website or our social media channels was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Repeat Infringers

It is Vertos Medical’s policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Indemnification

You agree to defend, indemnify, and hold harmless Vertos Medical, its affiliates, licensors, and service providers, and its and their respective officers, directors, managers, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of, or relating to, your violation of these Terms or your use of the Website including, but not limited to, any use of the Website’s content, services, and products other than as expressly authorized in these Terms or your use of any information obtained from the Website.

© 2020 Vertos Medical, Inc. All Rights Reserved.