Terms and Conditions of Use

Terms and Conditions

www.vyaire.com/intl (the "Site") is a site operated by Vyaire ("We"). We are registered in England and Wales under the following Legal entities, company numbers and VAT numbers.

These terms and conditions (the "Agreement") apply to your use of this Site, and should be read in conjunction with our privacy policy and all other terms and conditions contained on or referenced in this Site. YOUR ACCESS TO OR USE OF THE SITE OR OF ANY INTERNAL OR EXTERNAL LINKS TO OR FROM THE SITE, CONSTITUTES ACKNOWLEDGEMENT AND ACCEPTANCE OF THE TERMS OF THE AGREEMENT AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THE TERMS OF THE AGREEMENT OR OUR PRIVACY POLICY, PLEASE DO NOT USE THIS SITE.

Please note that if you are an existing customer or supplier of Vyaire, this Agreement is not intended to replace or modify the terms contained in your customer or vendor agreement. In case of an inconsistency, the terms and conditions of your written agreement will prevail over those contained herein. All Vyaire products and services may also be subject to separate terms and conditions which govern their use.

You also acknowledge and agree that we may modify this Agreement at any time, in our sole discretion; that all modifications to this Agreement will be effective immediately upon our posting of the modifications on this Site; and that you are bound by any modifications we have made and you will review this Agreement each time you access this Site, so that you are aware of and agree to any and all modifications made to this Agreement. Your continued use of the Site, following any modifications to the Agreement, will mean you accept these modifications. You also acknowledge and agree that, unless we specifically provide otherwise, this Agreement only applies to this Site and our online activities, and does not apply to any of our offline activities.

You acknowledge and agree that all materials, including, without limitation, content, data, software, information, products and services, contained on or provided through this Site ("Materials") and the copyright and other intellectual property rights in such Materials, are protected by copyright, trademark, service mark, patent, trade secret, or other proprietary rights or laws; that except as specifically permitted by this Agreement, any use of Materials is strictly prohibited; that except if we and/or the applicable rights holder(s) give you prior written permission, you will not sell, license, rent, modify, print, copy, reproduce, download, transmit, distribute, publicly display, publicly perform, publish, edit, adapt, compile, or create derivative works from any Materials (including, without limitation, through framing or systematic retrieval to create collections, compilations, databases or directories); and that except if we give you prior written permission, use of any Web browsers (other than generally available third-party browsers), engines, software, spiders, robots, avatars, agents, tools, or other devices or mechanisms to navigate or search the Site is strictly prohibited. Notwithstanding the foregoing, you may download or print single copies of Materials for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices. We reserve the right to terminate, at any time, your permission to make personal copies of material from this Site. All rights not expressly granted by the Agreement are reserved.

You acknowledge and agree that all materials, including, without limitation, content, data, software, information, products and services, contained on or provided through this Site ("Materials") and the copyright and other intellectual property rights in such Materials, are protected by copyright, trademark, service mark, patent, trade secret, or other proprietary rights or laws; that except as specifically permitted by this Agreement, any use of Materials is strictly prohibited; that except if we and/or the applicable rights holder(s) give you prior written permission, you will not sell, license, rent, modify, print, copy, reproduce, download, transmit, distribute, publicly display, publicly perform, publish, edit, adapt, compile, or create derivative works from any Materials (including, without limitation, through framing or systematic retrieval to create collections, compilations, databases or directories); and that except if we give you prior written permission, use of any Web browsers (other than generally available third-party browsers), engines, software, spiders, robots, avatars, agents, tools, or other devices or mechanisms to navigate or search the Site is strictly prohibited. Notwithstanding the foregoing, you may download or print single copies of Materials for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices. We reserve the right to terminate, at any time, your permission to make personal copies of material from this Site. All rights not expressly granted by the Agreement are reserved.

You acknowledge and agree that we, in our sole discretion, at any time and with or without notice, may block or terminate your or any other party's access to all or part of the Site or any Materials, or change or discontinue any aspect or feature of the Site or any Materials (including, without limitation, discontinuing the Site in its entirety); and that, without limitation of any other provisions of this Agreement, we reserve the right to take any actions at law or in equity that we deem appropriate in connection with the Site, Materials and this Agreement. You also acknowledge and agree that, unless we specifically provide otherwise, any links on this Site to other sites do not imply our endorsement of such sites or that we have any association whatsoever with the operators of such sites; that such sites are not under our control; and that we are not responsible for any materials (including, without limitation, any content, data, software, information, products or services) contained on or provided through such sites, or the appropriateness, decency, legality, copyright compliance, accuracy or any other aspect of such sites.

Your linking to any websites from this Site is at your own risk and we shall not be responsible or liable for any damages resulting from or in connection with such links or websites. Your linking to this Site shall be subject to Vyaire's Guidelines for Linking, which you can find here.

When you access or use this Site, you must not upload or send material that is technically harmful (including without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data) and you agree not to misuse the Site (including, without limitation, by hacking).

You acknowledge and agree that this Site and all "Materials" are intended to provide general information to customers only; that neither this Site nor any "Materials" are intended to constitute, and do not constitute, the practice or furnishing of medical or professional health care advice, diagnosis, consultation, treatment, content, data, software, information, products and/or services; and that you will always consult with your qualified provider for medical or health care advice, diagnosis, consultation, treatment, content, data, software, information, products and/or services. You also acknowledge and agree that any medical or health care provider or other directories or locators (including, without limitation, their contents and results) contained on or provided through this Site are intended to provide general information to customers only, and do not imply our endorsement of, or that we have any association whatsoever with, such providers.

You acknowledge and agree that use of this Site and "Materials" are at your own risk, and are provided on "as is" and "as available" bases; that we do not make any express or implied conditions, warranties, representations or endorsements of any kind with regard to this Site or any "Materials" (including, without limitation, warranties or conditions in respect of title, non-infringement, satisfactory quality or fitness for a particular purpose); and that we do not warrant or represent that this Site or any "Materials" will be accurate, reliable, correct, useful, timely, uninterrupted, secure, defect-free or error-free (including, without limitation, free from viruses, worms, trojans, other malicious code or other harmful components). In jurisdictions not allowing the exclusion or limitation of certain warranties or conditions, our and our subsidiaries, affiliates, licensors and suppliers liability will be limited to the extent permitted by law.

You acknowledge and agree that in no event will we and/or our subsidiaries, affiliates, licensors and/or suppliers be liable for any direct; indirect; incidental; consequential; special; exemplary; punitive; or other damages relating to the use, misuse or inability to use this Site or any "Materials" at any time for any period, including without limitation, any liability for loss of income or revenue; loss of business; loss of profits or contracts; loss of anticipated savings; loss of data; loss of good will; wasted management or office time; loss or damage due to viruses that may affect your computer equipment; software or data; (whether based on contract, tort, negligence, strict liability or otherwise, and even if we and/or our subsidiaries, affiliates, licensors and/or suppliers has or have been advised of a possibility of damages); and that if you are dissatisfied with, or claim any damages relating to, any portion of this Site, any "Materials" or this Agreement, your sole and exclusive remedy is to discontinue using this Site and all "Materials".

Nothing in this agreement affects our liability for death or personal injury arising from our negligence, our liability for fraud, fraudulent misrepresentation, breach of the terms regarding title implied by s.12 Sale of Goods Act 1979 or s.2 Supply of Goods and Services Act 1982 nor any other liability which cannot be excluded or limited under applicable law.

You acknowledge and agree that you will indemnify and hold harmless us and our subsidiaries, successors, assigns, affiliates, licensors and suppliers, together with all of their respective officers, directors, employees and consultants, against any and all claims, damages, losses, liabilities, judgments, costs and expenses (including reasonable legal fees and costs) relating to your use, misuse or inability to use this Site or any Materials, or to your violation of this Agreement, any laws, rules or regulations, or any rights of any third parties; that we reserve the right to exclusively defend and control any such indemnification matters; and that you will fully cooperate with us in any such defenses.

You acknowledge and agree that if you are located in any jurisdiction in the world where any common, statutory, regulatory, codified or other law, rule or regulation makes accessing this Site or any Material inappropriate or illegal, or subject to consents or permissions that you yourself have not obtained, or voids this Agreement in whole or in part, then you are not authorised to access this Site or any Material. You also acknowledge and agree that the construction, validity and performance of this Agreement and all non-contractual obligations arising from or connected with this Agreement will be governed by the laws of England; that the exclusive jurisdiction for any claim or action relating to your use, misuse or inability to use this Site or any Materials, or to this Agreement, will be the English Courts; that you will irrevocably submit to the exclusive personal jurisdiction of such courts for the purpose of litigating any such claim or action; and that you will irrevocably waive any jurisdictional, venue or inconvenient forum objections to such court.

You acknowledge and agree that if any provision of this Agreement is held by any court or other tribunal of competent jurisdiction to be not enforceable, then such provision will be eliminated or limited to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect; that this Agreement constitutes the entire agreement between you and us relating to the subject matter hereof, and supersedes any and all prior agreements or understandings between you and us, whether oral or written, relating to any subject matter of this Agreement; that this Agreement may not be modified, in whole or in part, except by us and as otherwise might be specifically described elsewhere in this Agreement; and that anything contained on or provided through this Site that is inconsistent with or conflicts with the terms of this Agreement is superseded by the terms of this Agreement.

PROCEDURE FOR MAKING COPYRIGHT INFRINGEMENT CLAIMS

We respect the intellectual property of others, and we ask you and all of our Site users, affiliates, licensors and suppliers to do the same. If you believe that your copyrighted work has been copied and is accessible on this Site in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with all of the following information:

• The electronic or physical signature of the copyright owner, or the person or entity authorised to act on behalf of the copyright owner.
• A specific description of the copyrighted work claimed to be infringed.
• A specific description of the claimed infringing activity (including the specific Web page address on this Site).
• A specific description where the original or an authorised copy of the copyrighted work exists (including, for example, a specific Web page address not on this Site).
• Your name, address, telephone number and E-mail address.
• A written statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, the person or entity authorised to act on behalf of the copyright owner, or the law.
• A written statement by you, made under penalty of perjury, that all of the above information is accurate, and that you are the copyright owner or the person or entity authorised to act on behalf of the copyright owner.
• Our agent for notices of claims of copyright infringement on this Site may be reached as follows: Vyaire Medical Sàrl, Terre Bonne Park, Route de Crassier 7, 1262 Eysins, Switzerland, Attn: Legal Department.
• Should you have any complaints in relation to the Site, or the services or products that we provide, then please contact us by clicking on the "Contact Us" section of this Site.

ATTENTION: PLEASE READ THESE WEB SITE TERMS OF USE AND LEGAL RESTRICTIONS ("TERMS") CAREFULLY BEFORE USING THIS WEB SITE. USING THIS WEB SITE INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THIS WEB SITE.