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These Terms of Use ("Terms") apply to your access and use of Avitus Orthopaedics, Inc.'s ("Avitus, “we”, “us” or “our”) website ("Site").


USE EQUALS ACCEPTANCE

These Terms represent a legal agreement between Avitus and you, a user of the Site or any element thereof. By indicating that you agree below, or by using the Site, you agree that you have read and understand these Terms and that you accept and are be bound by these Terms. If you cannot confirm all of the foregoing, then you must not accept these Terms, and may not use any portion of the Site.

CHANGES TO TERMS OF USE

We may change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will update the "Last Updated" date. Your continued use of the Site will confirm your acceptance of the updated Terms. We encourage you to frequently review the Terms to ensure you understand them. If you do not agree to the updated Terms, you must stop using the Site.

PRIVACY POLICY

Please refer to our Privacy Policy for information regarding how we collect, use and disclose information about you in connection with your use of the Site. You consent to our collection, use and disclosure of information associated with the Sites in accordance with our Privacy Policy.

RIGHT TO ACCESS THE SITE

Subject to your compliance with these Terms, Avitus grants you a limited, nonexclusive, non-transferable and revocable license to access the Site.

CODE OF CONDUCT

In using the Site, you may not:
  • copy, modify, distribute (except as permitted as a feature within the Site), publicly perform or publicly display Avitus Content (defined below);

  • modify or make any derivative uses of the Site, or any portion thereof;

  • use any scraping, data mining, robots or similar data gathering or extraction methods in connection with the Site;

  • download (other than page caching) any portion of the Site or Avitus Content;

  • attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site;

  • take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;

  • upload invalid data, viruses, worms or other software agents through the Site;

  • impersonate any person or entity or misrepresent your affiliation with a person or entity;

  • hold Avitus responsible for your use of the Site;

  • interfere with or disrupt the Site; or

  • hack, spam or phish us or other users of the Site.
AVITUS RIGHTS

All information and materials contained on or within the Site, including, but not limited to, text, graphics, HTML, look and feel, images, illustrations, designs, icons, photographs, video clips, typefaces, source and object code, format, queries, algorithms and written and other materials and information (collectively, "Avitus Content"), as well as their selection and arrangement, and all intellectual property and other rights relating to Avitus Content, as between you and Avitus, are solely and exclusively owned by Avitus. You will not directly or indirectly copy, republish, frame, download, transmit, modify, display, distribute, reverse engineer, or sell, in whole or in part, any Avitus Content or the Site, or any related software or information, except as expressly permitted in these Terms. Your unauthorized use of Avitus Content violates these rights and these Terms. Except as expressly provided in these Terms, Avitus does not grant any express or implied rights or licenses to use Avitus Content. We reserve all rights not expressly granted in these Terms.

Any use of the Site or Avitus Content other than as specifically authorized in these Terms is strictly prohibited and may expose you to legal action and damages.

YOUR INPUT

You grant us a nonexclusive, irrevocable, worldwide, royalty-free, fully paid up right and license to use any suggestions, comments or other feedback provided by you to us with respect to the Site ("Input"), and we can use, disclose, reproduce, license and otherwise distribute, and exploit Input in any manner, without obligation or restriction of any kind on account of intellectual property rights or otherwise.

DISCLAIMERS

You agree that your use of the Site is at your own risk, and that the Site and any other information and content included on or otherwise made available to you through the Site are provided on an "as is" and "as available" basis without any warranties of any kind. Avitus hereby disclaims all warranties, express, implied, or statutory, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, accuracy, quiet enjoyment, and non-infringement of third-party rights, and any warranties arising from a course of performance, course of dealing, or usage of trade. Avitus does not warrant that any aspect of the Site: (i) will operate error-, bug- or defect-free, or that it is free of computer viruses or similar contamination or destructive features; (ii) is suitable for your particular industry or intended use; or (iii) will comply with the laws, regulations, or regulatory guidelines that are applicable to you.

LIMITATION OF LIABILITY

Avitus will not be subject to liability for any delays or interruptions of the Site from whatever cause. In no event will Avitus be liable for any incidental, indirect, special, consequential, or punitive damages, including for any lost profits, loss of goodwill, or similar damages, resulting from the use or inability to use the Site, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if Avitus has been advised of the possibility – or in fact knew – of such damages.

Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such jurisdictions, Avitus’ liability shall be limited to the greatest extent permitted by law.

INDEMNIFICATION BY YOU

You will, at your expense, indemnify and hold harmless Avitus and its affiliates, licensors and suppliers, and our and their officers, directors, employees and agents from and against any and all losses, costs, damages, liabilities, and expenses (including without limitation attorneys' fees) in relation to or arising from your use of the Site, or the use of the Site by any person using your account, or your breach of these Terms. For any third-party claim covered under this indemnification provision, we will notify you upon becoming aware of the claim, and you will also defend such claim at your expense if instructed by us to do so. If we or our partners or licensors are obligated to respond to a third-party subpoena or other compulsory legal order or process, you will also reimburse us for reasonable attorneys’ fees, as well as employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at the applicable then-current hourly rates.

EXTERNAL SITES

The Site may contain links to third-party websites or may otherwise allow you to gain access to third-party websites ("External Sites"), and to the content of External Sites. These links or access to such External Sites are provided solely as a convenience to you and not as an endorsement by Avitus of such External Sites or their content. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. Avitus is not responsible for the content of any linked External Site and does not make any representations regarding the content or accuracy of materials on any such External Site. You should take precautions when downloading data from all websites to protect your computer or device from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

MODIFICATIONS TO THE SITE

Avitus reserves the right in its sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Site and any features, information, materials or content on the Site with or without notice to you.

GENERAL TERMS

Should any provision of this Agreement be held invalid or unenforceable, such provision will be modified to the extent necessary to render it enforceable without losing its intent or severed from these Terms if no such modification is possible, and other provisions of these Terms will remain in full force and effect. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned or transferred by Avitus without restriction. The laws of the State of Massachusetts shall govern these Terms, without regard to conflicts of law provisions or principles. Any claim, dispute, or controversy of whatever nature arising out of or relating to Terms or your use of the Site shall be brought exclusively in a court of competent jurisdiction, federal or state, located within the Commonwealth of Massachusetts and in no other jurisdiction, and each party hereby consents to personal jurisdiction and venue in, and agrees to service of process issued or authorized by, such court. Notwithstanding the foregoing, Avitus may seek injunctive relief in any court in any state where appropriate.

LAST UPDATED: June 16, 2016