This Agreement applies conditions to your use of any website where this Agreement is posted (the “Site”) and any Artio-provided products or services that you access, license, use or buy (collectively, the “Services”).
IMPORTANT NOTICE: YOUR USE OF THE SITE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 12, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. Please carefully review Section 12 for more information.
1. Revisions to this Agreement
We may revise and update this Agreement from time to time, and will post the updated Agreement to the Site. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THIS AGREEMENT, ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING. Although we are not obligated to provide you with notice of any changes, any changes to this Agreement will not apply retroactively to events that occurred prior to such changes. Your continued use of this Site will constitute your agreement to any new provisions within the revised Agreement.
2. Your License to Access this Site
The contents of the Site, and the Site as a whole, are intended to primarily to provide information regarding Artio’s various products and services, as set-forth and defined by Artio and subject to change by Artio at any time, in Artio’s sole discretion. All written content prepared and posted by Artio, and the Site design, layout, look, appearance, and graphics on the Site, as well as the trademarks, service marks, and logos contained on our Site (collectively, “Artio Content”) are owned by or licensed to Artio and are subject to copyright, trademark, and other intellectual property rights under the United States and foreign laws and international conventions. Artio reserves all rights not expressly granted in, and to, the Site and the Artio Content.
Except as otherwise provided in this Agreement, no part of the Site and no Content may be copied, reproduced, uploaded, posted, publicly displayed, transmitted, or distributed in any way to any other computer, server, website, or other medium for publication or distribution or for any commercial use without Artio’s prior express written consent.
On the condition that you comply with all your obligations under this Agreement, Artio grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access the Site. Any use of the Site in excess of this license is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use this Site.
Your access to this Site is provided on a temporary basis with no guarantee for future availability. We reserve the right to withdraw or modify any content or products we provide on the Site without notice.
3. Prohibited Conduct
You agree that you will not use the Site to send, post, or publish:
- Any content that is obscene, defamatory, threatening, harassing, abusive, slanderous, racially, or ethnically offensive, hateful, or embarrassing to any other person or entity;
- Any message, data, code, or software that would violate our, or any third party, proprietary, or intellectual property rights, including unauthorized copyright text, images, programs, trade secrets, or other confidential proprietary information, or use trademarks or service marks in an infringing fashion;
- Any personal information of a third party, or images that include a third party or depict a third party’s likeness, without the third party’s express, written consent;
- Any advertisements or solicitations of business, chain letters, pyramid schemes, or bulk e-mail lists or upload;
- Any materials that violate, could cause us or a third party to violate, or encourage us or a third party to violate any applicable law, statute, ordinance, or regulation; or
- Any content or communications intended to impersonate someone else.
4. Other Restrictions on Your Use of the Site
In addition to complying with terms and conditions in the previous Section, you agree that when using the Site, you will not:
- Delete, modify, or attempt to change or alter any of the Artio Content or notices on the Site;
- Introduce into the Site any virus, rogue program, time bomb, drop dead device, back door, Trojan horse, worm or other malicious or destructive code, software routines, denial of service attack, or equipment components designed to permit unauthorized access to the Site, or to otherwise harm other users, Artio Content, or any third parties, or perform any such actions;
- Use the Site to commit fraud or conduct other unlawful activities, including using stolen payment information to make a purchase;
- Access or attempt to access any other person’s account, information, or content without permission;
- Copy, modify, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Site is based;
- Use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Site for any reason;
- Use any Artio Content made available through the Site in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party;
- Decrypt, transfer, frame, display, or translate (except translations for personal use) any part of the Site;
- Connect to or access any Artio computer system or network without authorization; or
- Use the information in the Site to create or sell a similar service.
Artio may suspend or terminate, in whole or in part, your access to the Site and the related services if you violate the terms and conditions set forth in this Section. If your violation of this Agreement is related to the purchase of a product on the Site, Artio may also cancel or void any related purchase order.
5. Third Party Websites
The Site may include or provide links to other websites on the Internet that we do not control. These other websites may provide opinions, recommendations, or other information from various individuals, organizations, or companies. We are not responsible for the nature, quality, or accuracy of the content or opinions expressed on such websites and we do not investigate, monitor, or check them for quality, accuracy, or completeness. Inclusion of any linked website on the Site does not imply or express an approval or endorsement of the linked website by us or of any of the content, opinions, treatments, information, products, or services provided on these websites.
6. Your Privacy; Protection of Your Account Credentials
7. Site Availability and Errors
You must provide the equipment and Internet connections necessary to access the Site at your own expense. We do not guarantee that the Site will operate with your computer, mobile device, internet service plans, or mobile provider service plans or with any particular computer or other piece of hardware, software, equipment, or device you install on or used with your computer.
There may be times when the Site is unavailable due to technical errors or for maintenance and support activities. We do not represent, warrant, or guarantee that the Site will always be available or is completely free of human or technological errors.
The Site may contain typographical mistakes, inaccuracies, or omissions and some information may not be complete or current. We expressly reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. We do not make any representation or warranty concerning errors, omissions, delays, or defects in the Site or any information supplied to you via the Site, or that files available through Site are free of viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics.
8. Disclaimer of Warranties
EXCEPT AS WE OTHERWISE EXPRESSLY PROVIDE, THE SITE AND ALL RELATED SITES ARE PROVIDED “AS IS”. WE DO NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF (I) YOUR USE OR THE RESULTS OF YOUR USE OF THE SITE; (II) ANY ADVICE YOU GLEAN FROM THE SITE WHETHER PROVIDED BY US OR A THIRD PARTY; OR (III) ANY OTHER CONTENT AVAILABLE THROUGH THE SITE. WE DO NOT PROMISE THAT THE SITE WILL BE UNINTERRUPTED OR WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THERE IS NO WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WE WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY COMMUNICATION, OR CONTENT.
NO ADDITIONAL STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, IS A WARRANTY OR PROMISE BY US AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS.
9. Limitation of Liability
We are not responsible for any damages to you or anyone filing suit on your behalf for any reason.
NONE OF ARTIO AND ITS SUPPLIERS, LICENSORS, PARENT, AND AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNEES, AND SUCCESSORS-IN-INTEREST, WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, CLAIMS, DEMANDS, LOST PROFITS, OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, RELATING TO THIS AGREEMENT, YOUR USE OF THE SITE, OR ANY INFORMATION YOU OBTAIN ON IT, OR ANY OTHER INTERACTION WITH THE SITE, AND YOU VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY LIABILITY OF ARTIO.
YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE WILL BE TO STOP USING THE SITE.
IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF ARTIO, ITS SUPPLIERS, LICENSORS, AND AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND ASSIGNEES, OR SUCCESSORS-IN-INTEREST, FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND YOUR SOLE REMEDY, SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED THE LESSER OF ONE THOUSAND U.S. DOLLARS ($1000.00 USD) OR THE AMOUNT THAT YOU HAVE SPENT ON PRODUCTS PURCHASED FROM THE SITE OVER THE PAST 12 MONTHS (IF ANY).
YOU SHALL HOLD HARMLESS, INDEMNIFY, AND DEFEND ARTIO, ITS SUBSIDIARIES, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES (COLLECTIVELY, THE “ARTIO PARTIES”), FROM AND AGAINST ANY AND ALL CLAIMS (INCLUDING ANY AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES, AND REASONABLE ATTORNEYS’ FEES ARISING THEREFROM) ARISING OUT OF OR RELATING TO ANY ACTION OR PROCEEDING BROUGHT BY A THIRD PARTY AGAINST ANY ONE OR MORE OF THE ARTIO PARTIES: (I) ALLEGING INJURY, DAMAGE, OR LOSS RESULTING FROM YOUR USE OF THE SITE; (II) RELATED TO ANY ACT OR OMISSION BY YOU WHICH IS A BREACH OF YOUR OBLIGATIONS UNDER THIS AGREEMENT; AND (III) YOUR USE OF INFORMATION OBTAINED THROUGH THE SITE.
You will have the right to defend and compromise such claim at your expense for the benefit of the Artio Parties; provided, however, you will not have the right to obligate the Artio Parties in any respect in connection with any such settlement without the written consent of the indemnified party. Notwithstanding the foregoing, if you fail to assume your obligation to defend, the Artio Parties may do so to protect their interests and you will reimburse all costs incurred by the Artio Parties in connection with such defense.
11. Choice of Law
The validity, construction, and effect of this Agreement will be governed by the laws of the U.S. State of Kansas, without giving effect to that state’s conflict of laws rules. Any dispute, controversy, or claim between you and Artio will be resolved in accordance with Section 12.
12. Agreement to Arbitrate
All disputes arising out of, or relating to, this Agreement (including formation, performance, breach, enforceability, and validity of this Agreement) or our operation of the Site shall be resolved by final and binding arbitration to be held in the English language in Kansas City, Kansas pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or any part, of this Agreement is void or voidable.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.
Without prejudice to the agreement to resolve disputes in binding arbitration set forth in the previous paragraph, either party to this Agreement may obtain preliminary injunctive relief in a court of competent jurisdiction, for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.
13. Miscellaneous Terms
13.1 Complete Agreement. This Agreement constitutes the entire agreement between you and Artio relating to your use of, and access to, this Site and supersedes any prior or contemporaneous agreements or representations. This Agreement may not be amended except as set forth in Section 1. For avoidance of doubt, notwithstanding this Section, this Agreement does not modify, revise, or amend the terms of any other agreements you may have with Artio.
13.2 Construction. If any portion of this Agreement is ruled invalid or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of the Agreement as possible.
13.3 No Waivers. Our failure to enforce or exercise any provision of this Agreement or related right will not constitute a waiver of that right or provision.
13.4 No Assignments and Transfers. No rights or obligations under this Agreement may be assigned or transferred by you, either voluntarily or by operation of law, without our express prior written consent and in our sole discretion.
13.5 No Third Party Beneficiaries. Nothing in this Agreement will confer upon any person or entity, other than the parties, any rights, remedies, obligations, or liabilities whatsoever.
13.6 Notices. You can provide any notices to us under this Agreement by e-mail or mail using the contact information provided in Section 4. Unless you tell us otherwise, or the law requires otherwise, you agree to receive all communications from us by e-mail or through posting notices to your account. You are responsible for providing Artio with up-to-date contact information, which you may do by updating your account information through the Site or by sending a message to us via the contact information provided in Section 14. You agree that all communications that we send to you electronically satisfy any legal requirement that a communication be in writing. You may print the communications for your records.
14. Contact Us
If you have any questions or need to contact us for any reason relating to this Agreement, please contact us at the following:
Artio Medical, Inc.
4220 Shawnee Mission Parkway, Suite B350
Fairway, KS 66205