Website Terms of Service
This website is operated by Visby Medical, Inc. Throughout the site, the terms “Visby”, “we”, “us” and “our” refer to Visby Medical. Visby offers this website, including all services, tools, technology, products, features, and mobile apps (together, the “Services”) available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These website Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.
Please read these website Terms of Service carefully before accessing or using our website. By accessing or using the Services you agree to be bound by these website Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Services.
Any new features or tools which are added to the current store shall also be subject to the website Terms of Service. You can review the most current version of the website Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these website Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US ARISING OUT OF OR RELATED TO THESE WEBSITE TERMS OF SERVICE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH HEREIN. SECTION 19 BELOW HAS MORE INFORMATION AND HOW YOU CAN OPT OUT OF ARBITRATION.
Section 1 – Acceptable Use of the Services
By agreeing to these website Terms of Service, you represent that you are at least the age of majority in your jurisdiction of residence, or that you are the age of majority in your jurisdiction of residence and you have given us your consent to allow any of your minor dependents to use the Services.
By using or accessing the Services, you represent and warrant that you will not:
- use our products for any illegal, unlawful, or unauthorized purpose, or to solicit others to perform or participate in any unlawful acts
- upload or transmit viruses, worms, or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet
- attempt to or actually disable, overburden, damage, impair, or override the Services or interfere with other party’s use of the Services, including any security components
- use the Services for any commercial purpose or financial gain
- misrepresent your identity or affiliation in any way (including, without limitation, by using email addresses or usernames associated any other natural person that is not you)
- “stalk” or otherwise harass another user or Visby
- upload, post, email, share, or otherwise transmit any material to either Visby or a third-party platform (including social media) that may be harass, disparage, or otherwise limit another user’s use or enjoyment of the Services
In addition, you are prohibited from using the site or its content:
- to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances
- to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability
- to submit false or misleading information
- to collect or track the personal information of others
- to spam, phish, pharm, pretext, spider, crawl, or scrape
- for any obscene or immoral purpose
- to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet
If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You acknowledge that your account is personal to you and you agree not to provide any other person with access to the Services or portions of the Services using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.
A breach or violation of any of the Terms will result in an immediate termination of your Services. You acknowledge and agree that you are solely responsible for (and that Visby has no responsibility to you or to any third party for) any breach of your obligations under these Terms and for the consequences (including any loss or damage which Visby may suffer) of any such breach. You agree to defend and indemnify Visby and its affiliates against any liability, costs, or damages arising out of the breach of the representation.
Section 2 – General Conditions
We reserve the right to refuse service to anyone for any reason at any time.
Security. We employ physical, technical and administrative safeguards to guard against unauthorized disclosure or access to your personal information. However, you acknowledge that security safeguards, by their nature, are capable of circumvention and Visby does not and cannot guarantee that personal information about you will not be accessed by unauthorized persons capable of overcoming such safeguards (e.g., hackers) who may use viruses, worms, trojan horses, and other undesirable and malicious data and software to obtain access to or damage our Services. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
Your Proprietary Rights. By uploading information to the Service or submitting any materials to us, you automatically grant (or warrant that the owner of such rights has expressly granted) Visby a perpetual, worldwide, royalty-free, irrevocable, nonexclusive right and license to use, reproduce, modify, display, adapt, publish, and translate your information to enable us to operate the Services and to make your information accessible to you and other users. If you choose to share any physical sample with us to test or analyze, you give Visby and its contractors, successors and assignees permission to extract information from your sample, and disclose the results to you and to others you specifically authorize.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
Section 3 – Intellectual property rights
The Services contain material, such as software, text, graphics, images, video, audio and other material (collectively, “Content”). No Content from the Services may be copied, reproduced, modified, republished, uploaded, posted, transmitted, reprinted or distributed in any way without the express prior written permission of Visby, except that you may download or print a limited number of copies of the Services for your personal, noncommercial, home use only, provided you keep intact all copyright and other proprietary notices. The Content may be owned by us or may be provided through arrangements with others, including other users of the Services or third-party content providers. The Content is protected by copyright under United States laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. Our name, brands, logos, slogans and other trademarks are our trademarks. All other names, brands, logos, product and service names, and designs appearing on the Services are the trademarks of their respective owners. You may not use such trademarks without our prior written permission.
- Your computer may temporarily store copies of the Content in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your web browser for display enhancement purposes.
- If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use.
- If we provide social media features, such as allowing you to share items you find in our news section through social media links in those posts, you may take such actions as are enabled by such features.
You must not:
- Modify copies of any Content from the Services;
- Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text;
- Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Services; or,
- Access or use for any commercial purposes any part of the Services or any Content available through the Services.
Section 4 – Trademarks
All of the trademarks and logos displayed on this website are registered and unregistered trademarks of Visby Medical, Inc. Unauthorized use of any of the trademarks and logos, including product trade dress, appearing on this website is not permitted.
Copyright
Visby Medical, Inc. owns all of the copyright and other intellectual property rights, including but not limited to product designs, photos, videos, artwork and design rights in our website and in the material appearing on our website, or is authorized to use such intellectual property by the owners thereof. All rights in the intellectual property appearing on this website are reserved. Written permission is required for any and all use of the Visby Medical, Inc. Intellectual Property.
Section 5 – Accuracy, Completeness &Timeliness of Information
The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information by you or any other visitor to the Service, or by anyone who may be informed of any of its contents. This Service may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content we provide, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
This Site is Not a Source of Medical Advice or Diagnosis. The content of this site is general in nature and provided for informational purposes only; it is presented in summary form and is neither intended nor recommended as a substitute for professional medical advice or diagnosis. You should not use or rely on the content of this site for diagnosing a health problem or disease. You should always seek the advice of your physician or other qualified health provider regarding any medical condition or treatment. Nothing contained on our site is intended to be used for medical diagnosis or treatment. You should never disregard medical advice or delay seeking medical advice because of content you encounter on this site.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these website Terms of Service.
THE SERVICES AND CONTENT ARE PROVIDED BY VISBY (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS IS” BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VISBY (AND ITS LICENSORS AND SUPPLIERS) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. VISBY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES OR CONTENT IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Section 6 – Modifications to the Service and Prices
Service availability, price and time-related information appearing on the Services are subject to change without notice. Visby is not responsible for any such changes and advises you to confirm all specific terms appearing on the or through the Services before acting in reliance on such terms. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
Section 7 – Products or Services (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Terms and Conditions of Sale.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We may, from time to time, host, conduct, support, or affiliate the Visby Services with sweepstakes, promotions, contests, giveaways, or other reward opportunities (collectively “Contests”). Such Contests shall be governed by additional terms, and may be subject to limitations based on your location. Visby reserves the right to limit, suspend, or cancel any Contest without notice.
Section 8 – Accuracy of Billing &Account Information
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or
cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made from Visby. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. If you fail to promptly update any of the foregoing information, you agree that we may continue charging you for any use of the Service under your billing account unless you have terminated your Service.
For more detail, please review our Terms and Conditions of Sale.
Section 9 – Geographic Restrictions
Visby is based in the United States. We provide this Service for use only by persons located in the United States. We make no claims or representations that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Section 10 – Third Party Links, Content, and Tools
We are not responsible for examining or evaluating any products, advice or services offered by any third parties whose icons, products, advice, services, tools, or hyperlinks appear on or through the Services. This includes links contained in advertisements, including banner advertisements and sponsored links. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). Third-party products and services represented on the Services are not necessarily endorsed or recommended by Visby and we disclaim all responsibility regarding the performance or the use of third-party products and services. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites.
Section 11 – User Comments, Feedback &Other Submissions
If, at our request or without a request from us, you send certain specific submissions (for example contest entries) or you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these website Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
Section 12 – Personal Information
Our collection, use, and transfer of personal information through the Service is governed by our Privacy Policy.
Section 13 – Errors, Inaccuracies &Omissions
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
Section 14 – Disclaimer of Warranties; Limitation of Liability
VISBY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON AND AVAILABLE THROUGH THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
In no case shall Visby, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
Section 15 – Indemnification
You agree to indemnify, defend and hold harmless Visby and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these website Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third party.
Section 16 – Severability
In the event that any provision of these website Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these website Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
Section 17 – Termination
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These website Terms of Service are effective unless and until terminated by either you or us. You may terminate these website Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these website Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
The provisions of these Terms concerning security, representations and warranties, assignment, prohibited activities, copyrights, trademarks, disclaimer, limitation of liability, indemnity, dispute resolution, and jurisdictional issues shall survive any such termination. You agree that if your use of this Site or the Services is terminated pursuant to these Terms, you will not attempt to use this Site or our Services, and further agree that if you violate this restriction after being terminated, you will indemnify and hold Visby harmless from any and all liability that may incur therefore.
Section 18 – Entire Agreement
The failure of us to exercise or enforce any right or provision of these website Terms of Service shall not constitute a waiver of such right or provision.
These website Terms of Service and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the website Terms of Service).
Any ambiguities in the interpretation of these website Terms of Service shall not be construed against the drafting party.
Section 19 – Governing Law
These website Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of California.
Section 20 – Dispute Resolution
PLEASE READ THIS SECTION 18 CAREFULLY BECAUSE IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS SECTION 19 REQUIRES YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.
If you believe you have a dispute or claim against us arising out of your use of the Services or under these Terms, you agree to first discuss the matter informally with us for at least 30 days. To do that, you must give us written notice, which will include your full name and contact information, the nature and basis giving rise to your dispute or claim and your proposed resolution, sent to the address below.
If you are located in, are based in, have offices in, or do business in a jurisdiction in which this section is enforceable, you understand and agree that any dispute, claim, or controversy arising under or in connection with these Terms, including your use and access to the Services or any other content, including, but not limited to, claims as to whether any services rendered by Visby or persons employed or engaged by Visby were unnecessary or unauthorized or were improperly, negligently, or incompetently rendered, shall be finally and exclusively resolved by binding arbitration under the American Arbitration Association’s (“AAA”) Commercial Arbitration Rules and Mediation Procedures and Consumer-Related Disputes Supplementary Procedures, and not by a lawsuit or resort to court process, except as California law provides for judicial review of arbitration proceedings. Each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. It is your responsibility to pay any AAA filing, administrative and arbitrator fees as set forth in the AAA Rules.
YOU ACKNOWLEDGE AND AGREE THAT BOTH PARTIES TO THE TERMS WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. The parties further agree that 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 to arbitrate. Any such controversy or claim shall be arbitrated on an individual basis, unless both parties otherwise agree in writing. The arbitration shall be held in Santa Clara County, California, U.S.A.
If you are not located in, are not based in, do not have offices in, and do not do business in the United States, any arbitration between you and Visby will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules and will be administered by the International Court of Arbitration of the International Chamber of Commerce. You agree that such arbitration will be located in the Northern District of California, and waive any objection to such jurisdiction or venue.
This arbitration provision is governed by the Federal Arbitration Act. You can opt out of this arbitration provision within 30 days of the date that you first agreed to these Terms. To opt out, you must send your name, residence address and email address used for your Visby account, and a clear statement that you want to opt out of this arbitration provisions to Visby Medical, 3010 North First Street, San Jose, CA 95134. Should you choose to withdraw from the arbitration provision, all other provisions of the Terms shall remain in full force and effect.
If for any reason a claim proceeds in court rather than arbitration, each party waives any right to a jury trial. You agree to the personal jurisdiction by and venue in the state courts of Santa Clara County in the State of California or a United States District Court, Northern District of California, and waive any objection to such jurisdiction or venue.
Section 21 – Electronic Signatures
You acknowledge that by using the Service, you are indicating your intent to sign the relevant document or record acknowledging your consent to receive all Visby communications through electronic communications (i.e., email), and that this consent shall constitute your signature. In addition, you are confirming that (1) your system meets the requirements set forth above, (2) you agree to receive disclosures, communications and documents electronically, and (3) you are able to access and retain information presented at our website or via electronic communication.
Section 22 – Changes to Website Terms of Service
You can review the most current version of the website Terms of Service at any time at this page. We may make changes, supplement or update these Terms from time to time. The revised Terms will be effective on or after the posted date. You acknowledge and agree that if you use the Services after the date on which the Terms have changed Visby will treat your use as acceptance of the updated Terms.
If we make a material change to the Terms, we will provide you with notice thirty (30) days prior to the effective date of the changes by posting a notice on our website and by sending you an email to the email address we have for you. Unless you notify us within thirty (30) days from the time you receive notice of the new terms that you do not agree to the terms, you will be deemed to have agreed to the new Terms. You understand that our relationship with you may be governed by additional terms or agreement.
Section 23 – Contact Information
Questions about the website Terms of Service should be sent to us at legal@visby.com.
