Last Updated: June 20, 2022
IMPORTANT NOTICE: YOUR USE OF THE SERVICES 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 Services. 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 Services will constitute your agreement to any new provisions within the revised Agreement.
2. Your License to Access this Site
The contents of the Services as a whole, are intended to primarily provide information regarding our various products and services, as set-forth and defined by us and subject to change by us at any time, in our sole discretion. All written content prepared and posted by us, and the Services design, layout, look, appearance, and graphics, as well as the trademarks, service marks, and logos contained on our Services (collectively, “Artio Content”) are owned by or licensed to us and are subject to copyright, trademark, and other intellectual property rights under the United States and foreign laws and international conventions. We reserve all rights not expressly granted in, and to, the Services and the Artio Content.
Except as otherwise provided in this Agreement, no part of the Services or Artio 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 our prior express written consent. On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access the Services. Any use of the Services 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 Services. Your access to the Services 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 Services without notice.
3. Restrictions on Your Use of the Services
In addition to complying with terms and conditions in the previous section, you agree that when using the Services, you will not:
a. Delete, modify, or attempt to change or alter any of the Artio Content or notices on the Services;
b. Introduce into the Services 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 Services, or to otherwise harm other users, Artio Content, or any third parties, or perform any such actions;
c. Use the Services to commit fraud or conduct other unlawful activities;
d. Copy, modify, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Services are based;
e. Use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Services for any reason;
f. Use any Artio Content made available through the Services in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party;
g. Decrypt, transfer, frame, display, or translate (except translations for personal use) any part of the Services; or
h. Connect to or access any of our computer systems or networks without authorization.
We may suspend or terminate, in whole or in part, your access to the Services and the related Services if you violate the terms and conditions set forth in this Section.
4. Third Party Websites
The Services 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 Services does not imply or express an approval or endorsement of the linked services by us or of any of the content, opinions, treatments, information, products, or services provided on these websites.
5. Your Privacy
6. Services Availability and Errors
You must provide the equipment and Internet connections necessary to access the Services at your own expense. We do not guarantee that the Services 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 Services are unavailable due to technical errors or for maintenance and support activities. We do not represent, warrant, or guarantee that the Services will always be available or is completely free of human or technological errors.
The Services 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 Services or any information supplied to you via the Services, or that files available through Services are free of viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics.
7. Disclaimer of Warranties
EXCEPT AS WE OTHERWISE EXPRESSLY PROVIDED, THE SERVICES 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 SERVICES; (II) ANY ADVICE YOU GLEAN FROM THE SERVICES WHETHER PROVIDED BY US OR A THIRD PARTY; OR (III) ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICES. WE DO NOT PROMISE THAT THE SERVICES 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, OR FAILURE TO STORE ANY COMMUNICATION. 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.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST. IN THE EVENT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS CONTAINED IN THIS AGREEMENT SHALL BE DETERMINED BY A COURT TO BE INVALID OR UNENFORCEABLE, THEN SUCH PROVISIONS SHALL BE REFORMED TO THE MAXIMUM LIMITATION PERMITTED BY APPLICABLE LAW. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO 90 DAYS FROM THE DATE OF PURCHASE OR ACCESS, AS APPLICABLE.
8. Limitation of Liability
WE ARE NOT RESPONSIBLE FOR ANY DAMAGES TO YOU OR ANYONE FILING SUIT ON YOUR BEHALF FOR ANY REASON. NONE OF OUR SUPPLIERS, LICENSORS, PARENTS 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 SERVICES, OR ANY INFORMATION YOU OBTAIN ON IT, OR ANY OTHER INTERACTION WITH THE SERVICES, AND YOU VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY OF OUR LIABILITY.
IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY TO US, OUR 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 HUNDRED U.S. DOLLARS ($100.00 USD).
YOU SHALL HOLD HARMLESS, INDEMNIFY, AND DEFEND US, OUR SUBSIDIARIES, OUR 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 SERVICES; (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 SERVICES.
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.
10. International Users
The Services can be accessed from countries around the world and may contain references to products not available in your country. These references do not imply that we intend to announce such products in your country. The Services are controlled and offered by us from our facilities in the United States of America. We make no representations that the products are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
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 us 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 Services 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 us relating to your use of, and access to, this Services and supersedes any prior or contemporaneous agreements or representations. This Agreement may not be amended. 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 us.
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, subcontracted, or transferred by you, either voluntarily or by operation of law, without our express prior written consent and in our sole discretion. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
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 14. 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 us with up-to-date contact information, which you may do by updating your account information through the Services 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.
13.7 Force Majeure. We shall not be liable for any delay or failure to perform the Services resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
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.
7400 State Line Road, Suite 202
Prairie Village, KS 66208