Website Terms of Use

Last Updated February 2, 2015

Acceptance Governing Provisions — These General Terms of Use (“Terms of Use”) shall govern all use of the websites (“Websites”) owned and controlled by Curadel, LLC and its subsidiaries Curadel ResVet Imaging, LLC and Curadel Surgical Innovations, LLC (henceforth “CURADEL”). In these Terms of Use, “we,” “us,” and “our” means CURADEL, and “you,” “user”, and “your” means the person, company or other legal entity that visits, browses, downloads, or views any services on our Websites.

Ownership

Our Websites are owned exclusively by CURADEL. All rights, title, and interest to the content displayed on the Websites (excluding Content, as defined below), including, but not limited to, the Websites’ look and feel, data, information, text, graphics, images, sound or video materials, designs, trademarks, service marks, trade names, and URL, are the property of CURADEL.

Copyright

All Content on the Websites is and remains owned by CURADEL. Content includes, but is not limited to, all text, images, documents, models, audio, or video published or provided on the Websites. Unless otherwise indicated on specific pages within the Websites, users are authorized to view, play, print, and download Content provided on the Websites for personal, informational, and non-commercial purposes only. Users may not modify the Websites or Content provided on the Websites, and users may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any Content on the Websites. Except as authorized under the law relating to copyright, you may not reuse any Content without first obtaining the written consent of CURADEL. Removal of any copyright, trademark or other proprietary notices found on the Websites is prohibited.

Intellectual Property

Unless otherwise indicated, intellectual property rights in the Websites and Content remain the property of CURADEL and are protected by global copyright laws and treaties. All such rights are reserved by CURADEL and its licensors.

Linking to this Website

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. The Websites may not be framed on any other site, nor may you create a link to any part of the Websites other than the home page. We reserve the right to withdraw linking permission without notice.

Disclaimer as to ownership of trademarks, images of personalities and third party copyright except where expressly stated to the contrary

All persons (including their names and images), third party trademarks and content, services and/or locations featured on the Websites are in no way associated, linked or affiliated with CURADEL and you should not rely on the existence of such a connection or affiliation. Any trademarks or brand names featured on the Websites are owned by the respective trademark owners. Where a trademark or brand name is referred to it is used solely to describe or identify the products and services and is in no way an assertion that such products or services are endorsed by or connected to CURADEL.

Trademarks

All trademarks, service marks, and trade names of CURADEL used on the Websites (including, without limitation. FLARE®, Seeing is Curing®, Until Cancer is Powerless™, and Powering Innovation and Animal Care™) are unregistered or registered trademarks of CURADEL. Users may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify CURADEL trademarks in any way, including in advertising or publicity pertaining to distribution of Materials on the Websites, without CURADEL’s prior written consent. The use of CURADEL trademarks on any other website or network computer environment, for example the storage or reproduction of (a part of) the Websites in any external internet site or the creation of links, hypertext, links or deep links between the Websites and any other internet site, is prohibited without the express written consent of CURADEL.

Website Intended Audience

Our Websites are intended for researchers, veterinarians, clinicians, pet owners, and clinicians. Our Websites are not intended for any individuals under the age of 18.

Compliance with Laws

You agree to comply with all applicable local laws regarding your use of the Websites, including, without limitation, laws regarding import/export of technical data by virtue of your online transmission.

Prohibitions

Users must not misuse the Websites and will not: commit or encourage a criminal offense; transmit or distribute a virus, Trojan, worm, logic bomb or any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene; hack into any aspect of the Service; corrupt data; cause annoyance to other users; infringe upon the rights of any other person’s proprietary rights; send any unsolicited advertising or promotional material, commonly referred to as “spam”; or attempt to affect the performance or functionality of any computer facilities of or accessed through the Websites. Any breach of this provision constitutes a criminal offense and CURADEL will report any such breach to the appropriate law enforcement authorities along with all identifying demographic information available.

Accuracy of Information

CURADEL uses judicious efforts to ensure that all information included on the Websites is accurate and current. However, CURADEL makes no representation or warranty of any kind, either expressed or implied, regarding the accuracy or completeness of the Content of the Websites. In no event shall CURADEL, its affiliates, officers, directors, employees, agents or representatives be liable for any direct, indirect, incidental, consequential, special, exemplary, and punitive or other damages, even if informed of the possibility of such damages. CURADEL shall not be liable for any damages or injury resulting from your access to, or inability to access, the Websites or from your reliance on any information at this site. The information contained in the Websites is subject to change without notice.

Limitation of Liability

IN NO EVENT WILL CURADEL BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OF THE WEBSITES, WHETHER BY YOU OR US OR SOME THIRD PARTY, OR INABILITY TO USE THE WEBSITES, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CURADEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In some locations applicable law may not allow certain of the limitations described above, in which case such limitations will be applied to the fullest extent permitted by applicable law.

If any provision of these Terms of Use or any provision of any document incorporated by reference herein shall be held invalid, such invalidity shall not affect the other provisions of the Terms of Use, which can be given effect without the invalid provision, and to this end the provisions of the Terms of Use are declared to be severable.

Dispute Resolution

It is hereby agreed that any dispute between the user and CURADEL arising out of or relating to these Terms of Use (“Disputes”) will be governed by the arbitration procedure outlined below. These procedures DO NOT apply to any products purchased by the user from CURADEL and only apply to disputes specific to these TERMS OF USE of the Websites.

Governing Law: The Terms of Use and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of Massachusetts, U.S.A. without regard to its conflict of laws principles.

Informal Dispute Resolution: We want to address your concerns without needing a formal legal case. Before filing a claim against CURADEL, you agree to attempt to resolve your dispute informally by contacting legal@curadel.com. CURADEL will try to resolve your dispute informally by contacting you through email. If your dispute is not resolved within 15 days after submission, you or CURADEL may bring a formal proceeding.

Agree to Arbitrate: If Informal Dispute Resolution is unsuccessful, you and CURADEL agree to resolve any Disputes through final and binding arbitration, except as set forth under “Exceptions to Agreement to Arbitrate” below.

Opt-out of Agreement to Arbitrate: You can decline this agreement to arbitrate by contacting legal@curadel.com within 30 days of first accepting these Terms of Use and stating that you decline this arbitration agreement.

Arbitration Procedures: The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Boston, Massachusetts, U.S.A, or any other such location as is required by the applicable arbitration rules or as is mutually agreed upon by the Parties.

Arbitration Fees: The AAA rules will govern payment of all arbitration fees.

Exceptions to Agreement to Arbitrate: Either you or CURADEL may assert claims, if they qualify, in small claims court in Worcester (MA) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the CURADEL Products or CURADEL Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.

No Class Actions: You may only resolve Disputes with CURADEL on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under our agreement.

Judicial Forum for Disputes: In the event that the agreement to arbitrate is found not to apply to you or your claim, you and CURADEL agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Worcester County, Massachusetts. Both you and CURADEL consent to venue and personal jurisdiction in Worcester County, Massachusetts. You and CURADEL both agree to waive our respective right to a jury trial.

Limitation on Claims: Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the CURADEL Products or CURADEL Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

Privacy

CURADEL takes your privacy seriously. All information that CURADEL obtains through your use of the Websites (including but not limited to: demographic information entered during the registration process, information obtained through analytics, emails, etc.) is subject to our Privacy Policy. The CURADEL Privacy Policy addresses the collection and use of the data provided to us, and details your rights relative to that information. Before using the Websites, we recommend that you review the Privacy Policy. If you are unwilling to accept the terms and conditions of the Privacy Policy, we ask that you not use the Websites or post or submit any materials on them.

Restricted access

Certain areas of the Websites are restricted. CURADEL reserves the right to restrict access to any or all areas of the Websites at our discretion. Registering for the Websites will enable you to access some restricted content. Please ensure that your login credentials are kept confidential. The user accepts responsibility for all activities that occur under your user ID or password. CURADEL reserves the right to disable any user ID and password at our sole discretion. Engaging in any activity prohibited by the Terms of Use outlined herein will result in immediate termination of your login credentials.

Electronic Communications

All information disseminated on the Websites constitutes an electronic communication. When you utilize the Websites to communicate with us by using any forms provided herein or via email, the communications are considered electronic. You agree that all electronic communications including notices, disclosures, and agreements are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.

International and Export issues

CURADEL administers the Websites from its offices in Worcester, MA. CURADEL makes no representation that the CURADEL Websites is appropriate or available for use outside the United States and access to the CURADEL Websites from territories where its contents are illegal or restricted is prohibited. If you access the Websites from outside the United States you do so on your own initiative and are responsible for compliance with all applicable laws. You agree to comply with all export, deemed export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with your use of the CURADEL Websites and to not, in violation of any Laws, transfer, or authorize the transfer, of any Materials to a prohibited country or otherwise in violation of any Laws. In particular, but without limitation, the Materials may not, in violation of any Laws, be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders or U.S. Department of Commerce Entity List of proliferation concern, or the US State Department Debarred Parties List. By using any Materials subject to any such restrictions and regulations, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Our Products and Your Feedback

Providing CURADEL with feedback by any means, including: phone, e-mail, fax, direct mail, or submitting a form through the Websites regarding any of CURADEL’s products does not grant you any rights in any of our manufactured devices, software, or reagents. Though we appreciate your feedback, please be aware that we may use, modify, incorporate into our products and services, license and sublicense, any feedback, comments, or suggestions you send us without any obligation to you.

Sales

Curadel’s subsidiaries, Curadel ResVet Imaging, LLC and Curadel Surgical Innovations, LLC provide manufactured devices and drugs for sale to researchers, veterinarians, and clinicians. All sales are governed by CURADEL’s Terms and Conditions of Sales [Link to Policy]

Research Reagent Requests

Only academic investigators appointed at academic institutions may request free samples of research reagents. All reagents are for laboratory research use only. Veterinary and human use is prohibited. Research utilizing reagents received from CURADEL must be conducted in accordance with any applicable Federal, State or local laws and regulations. All users are required to accept the Terms of Use of the Websites before a request can be submitted. By accepting the Terms of Use, as stated herein, users agree that there will be no attempt to reverse engineer, disassemble, or attempt to derive the source of, any reagents received. CURADEL will consider any attempt to reverse engineer any reagent a breach of this restriction and may result in criminal and/or civil prosecution. NO WARRANTIES whatsoever are applicable to research reagents provided for free.

Publication Reprint Requests

Requesting a reprint of any publication on the Websites permits you to obtain one copy for your sole personal use. All publications contain material protected under International and Federal Copyright Laws and Treaties. Any unauthorized reprint or use of this material is prohibited. No part of any publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or by any information storage and retrieval system without express written permission from the author or publisher.

Indemnification

You agree to indemnify, defend, and hold harmless CURADEL from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from your (or anyone using your account’s) violation of these Terms of Use. CURADEL reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with CURADEL’s defense of such claim.

Changes

CURADEL may at any time revise these Terms and Conditions by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then current Terms and Conditions to which you are bound.