Terms of Use

Terms and Conditions Governing the Use of the UptakeMedical.com Website

 

Introduction

Welcome to the Uptake Medical website (“Website”). Uptake Medical Corp. (“Uptake Medical”) created and maintains this website to provide information to and communicate better with physicians, patients, investors, and others who may be interested in learning more about Uptake Medical and the products and services it offers. You may use this website, provided you comply with these terms and conditions.

In addition to these terms and conditions, you should also read and be aware of the provisions of our Privacy Policy, which discloses the Uptake Medical practices regarding the collection and use of your personal information as well as other policies that govern other parts of the Uptake Medical Website.

Your Acceptance of These Terms and Conditions

Please take a few minutes to carefully review these terms and conditions. By accessing and using this Website, you agree to follow and be bound by these terms and conditions. If you do not agree to follow and be bound by these terms and conditions, you may not access, use. or download materials from this website.

These Terms and Conditions May Change

Uptake Medical reserves the right to update or modify these terms and conditions at any time without prior notice. Your use of this website following any such change constitutes your agreement to follow and be bound by the terms and conditions as changed. For this reason, we encourage you to review these terms and conditions every time you use this Website.

These terms and conditions were last revised on September 15, 2011.

Copyright Notice and Limited License

Everything you see and hear on this Website (the “Content”), including, for example, all of the text, directories, photographs, illustrations, graphics, audio clips, video clips, and audio-video clips, is copyrighted under United States law and applicable international copyright laws and treaty provisions. The copyrights for the Content are owned by Uptake Medical or by one of its affiliates, or by third parties who have licensed their materials to Uptake Medical. The entire Content of this website is copyrighted as a collective work under United States law and applicable international copyright laws and treaties. Uptake Medical owns the copyright in the selection, coordination, arrangement, and enhancement of the Content. You may download, store, print, and copy selected portions of the Content of this Website, provided you:

  1. Only use the Content you download for your personal, noncommercial use or to further your business dealings with Uptake Medical
  2. Do not publish or post any part of the Content on any other Internet site without obtaining the prior written consent of Uptake Medical
  3. Do not publish or broadcast any part of the Content in or on any other media without obtaining the prior written consent of Uptake Medical
  4. Do not modify or alter the Content in any way or delete or modify any copyright or trademark notices or notices of confidentiality

No right, title, or interest in the downloaded Content is transferred to you when you download Content from this Website. Uptake Medical reserves all intellectual property rights in any Content you download from this Website. Except as expressly stated above, you may not copy, download, print, publish, display, perform, distribute, transmit, transfer, translate, modify, add to, update, compile, abridge, or in any other way transform or adapt all or any part of the Content without first obtaining written permission from Uptake Medical.

Trademark Notice

All of the trademarks, service marks, and logos displayed on this Website (the “Trademark[s]”) are registered and unregistered trademarks of Uptake Medical, one of its affiliates, or third parties who have licensed their Trademarks to Uptake Medical or one of its affiliates. Except as expressly stated in these terms and conditions, you may not reproduce, display or otherwise use any Trademark without first obtaining written permission from Uptake Medical.

Unsolicited Ideas

Uptake Medical welcomes your comments and feedback regarding this Website. All information and materials, including comments, ideas, questions, designs, and the like, submitted to Uptake Medical through this Website will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. For this reason, we ask that you not send us any information or materials that you do not wish to assign to us, including any confidential information or any original creative materials such as product ideas, computer code, or original artwork. By submitting information or materials to Uptake Medical through this Website, you assign to Uptake Medical, free of charge, all worldwide rights, title and interest in all copyrights, and other intellectual property rights in the information or materials you submit. Uptake Medical will be entitled to use any information or materials you submit through this website for any purpose whatsoever subject to the Uptake Medical Privacy Policy, without restriction and without compensating you in any way.

Website Privacy Policy

Click here to view the Uptake Medical Website Privacy Policy pertaining to the use of personal data collected through this website, which is incorporated by reference as part of these Terms and Conditions.

Links to Other Websites

This site may contain hyperlinks to websites that are not operated directly by Uptake Medical. These hyperlinks are provided for your reference and convenience only, and do not imply any endorsement of the material or services provided on these third-party websites or any association with their operators. Uptake Medical does not review or control these websites and is not responsible for their content. Uptake Medical expressly disclaims any responsibility for the content of any third party websites linked to the Uptake Medical Website or the products or services of such third party. These third-party websites (and the websites to which they link) may contain information that is inaccurate, incomplete, or outdated. Uptake Medical does not make any representations regarding the content or accuracy of materials on such non-Uptake Medical websites or the products or services of any third party operating such websites. Your access and use of these websites (and the websites to which they link) is solely at your own risk.

Global Availability

Because different countries around the world have different laws and regulatory requirements, some medical devices and treatments are available in some countries and not in others. This Website contains references or cross references to Uptake Medical products, programs, and services that may not be available or announced in your country. These references do not imply that Uptake Medical intends to announce such products, programs, or services in your country. Consult your local Uptake Medical sales representative or contact Uptake Medical directly if you have questions about which products, programs and services may be available to you in your area.

Not a Substitute for Medical Advice

The information provided on this website is not intended nor recommended as a substitute for professional medical advice. Always seek the advice of your physician or other qualified health provider regarding any medical condition or treatment. Nothing contained on this Website is intended to be for medical diagnosis or treatment.

Disclaimer of Warranties

THIS WEBSITE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, UPTAKE MEDICAL AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, UPTAKE MEDICAL DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. UPTAKE MEDICAL DOES NOT REPRESENT OR WARRANT THAT THE CONTENT OF THIS SITE IS FREE OF VIRUSES, WORMS OR OTHER CODE THAT MAY MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. IF YOUR USE OF THE WEBSITE OR THE MATERIALS RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, UPTAKE MEDICAL IS NOT RESPONSIBLE FOR THOSE COSTS. USERS ARE RESPONSIBLE FOR PROTECTING THEMSELVES BY INSTALLING, UPDATING, AND RUNNING ANTI-VIRUS PROGRAMS. INFORMATION PUBLISHED ON THIS WEBSITE MAY BE INCOMPLETE OR OUTDATED AND MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. UPTAKE MEDICAL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, CURRENCY, RELIABILITY, OR COMPLETENESS OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING THIS WEBSITE OR ANY INFORMATION, MATERIALS, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS CONTAINED ON OR ACCESSED THROUGH THIS WEBSITE. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU. UPTAKE MEDICAL MAKES NO CLAIMS THAT THE MATERIALS ARE APPROPRIATE OR MAY BE DOWNLOADED OUTSIDE OF THE UNITED STATES. ACCESS TO THE MATERIALS MAY NOT BE LEGAL BY CERTAIN PERSONS OR IN CERTAIN COUNTRIES. IF YOU ACCESS THE WEBSITE FROM OUTSIDE OF THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITHIN THE LAWS OF YOUR JURISDICTION.

Limitation of Liability

YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES SHALL UPTAKE MEDICAL, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THIS WEBSITE OR YOUR RELIANCE ON ANY INFORMATION PROVIDED ON THIS WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION TO, LOSS OF DATA, REVENUE, OR PROFITS. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF AN AUTHORIZED REPRESENTATIVE OF UPTAKE MEDICAL OR ITS AFFILIATES HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF UPTAKE MEDICAL AND/OR ITS AFFILIATES UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED ($100.00) DOLLARS.

Indemnification

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS UPTAKE MEDICAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY CLAIMS, ACTIONS, OR DEMANDS, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES, RESULTING FROM YOUR USE OF THE MATERIALS (INCLUDING SOFTWARE) OR YOUR BREACH OF THE TERMS OF THIS AGREEMENT. UPTAKE MEDICAL SHALL PROVIDE NOTICE TO YOU PROMPTLY OF ANY SUCH CLAIM, SUIT, OR PROCEEDING OF WHICH IT RECEIVES NOTICE AND SHALL ASSIST YOU, AT YOUR EXPENSE, IN DEFENDING ANY SUCH CLAIM, SUIT OR PROCEEDING.

Termination

If we offer member-only access to one or more sections of this Website, you agree that we may terminate or suspend your use of the Website without prior notice and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Website. You also agree that we will not be liable to you or any third party for any termination of your access to the Website.

Governing Law and Jurisdiction

This Website is controlled and operated by Uptake Medical from its offices within the State of California within the United States of America. Any claim relating to these Terms and Conditions and/or the use of this Website shall be governed by the laws of the State of California. By using this Website, you consent to personal jurisdiction in the federal and state courts of California for any action arising out of or relating to this Website, these Terms and Conditions, or your use of this Website. The federal and state courts of California shall have exclusive jurisdiction over all such actions.

Severability and No Waiver

If any provision of these Terms and Conditions is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of these Terms and Conditions shall remain in full force and effect. Any provision of these Terms and Conditions held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

Entire Agreement

This Agreement and the Privacy Policy constitute the entire agreement between you and Uptake Medical with respect to your access to and/or use of this Website and the Content and shall not be modified except by Uptake Medical as provided herein or through a written document signed by both parties. Uptake Medical may assign its rights and duties under this Agreement and the Privacy Policy to any party at any time without notice to or approval by you.