These Terms of Service are effective as of January 2, 2025. THESE TERMS OF SERVICE (“TERMS”) GOVERN YOUR USE OF OUR SERVICES AND SITE.
Rise Med Tech LLC provides certain Services (as defined below) to you through its website located at the www.risemedtech.com homepage, and all web pages accessible through that homepage that share the same domain name, subject to these Terms. By accessing the Website, you are agreeing to be bound by these Terms, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable laws. If you are entering into these Terms on behalf of another individual or entity, you represent that you have the legal authority to bind such individual or entity to these Terms, in which case the terms “you,” “your” or related capitalized terms herein shall refer to such individual or entity. If you do not agree with any of these Terms, you are prohibited from using or accessing this Website. The materials contained in this Website are protected by applicable copyright and trademark law. You acknowledge that these Terms constitute a contract between you and Company, even though it is electronic and is not physically signed by you and Company. You further acknowledge that these Terms govern your use of the Services and your purchase of any products and/or equipment (“Products”) from Company and, except for written agreements or addendums signed by the parties that specifically modify or that conflict with these Terms, these Terms supersede any other agreements between you and Company.
Company offers the sale of Products through the Website (collectively, the “Services”). The Service includes the Website (and including links to third-party websites) and the other products and equipment provided to you through the Website including all software, data, text, images, sounds, videos, and other content made available through the Website (collectively, “Content”). Any new features added to or augmenting the Service are also subject to these Terms.
Permission is granted to temporarily download one copy of the materials (information or software) on the Website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
This license shall automatically terminate if you violate any of these restrictions and may be terminated by Company at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than as expressly permitted by these Terms; (b) use the Services to process data on behalf of any third party, (c) modify, adapt or hack the Services to falsely imply any sponsorship or association with Company, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks; (d) use the Services in any unlawful manner, including but not limited to violation of any persons privacy rights, infringing any person's intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages in violation of applicable law, (e) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and their components; (f) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Services; (g) use the Services to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (h) attempt to use any method to gain unauthorized access to any paid features of the Website; (i) unless otherwise explicitly agreed to in writing by Company, use the Website or any content obtained from it to develop, as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (j) use automated scripts to collect information from or otherwise interact with the Website or the Services; (k) deep-link to the Website for any purpose, unless expressly authorized in writing by Company; (l) try to use, or use the Services in violation of these Terms; or (m) use the Services for any purpose competitive with Company.
You are responsible for all information, data, text, messages or other materials that you post or is otherwise transmitted via the Services. Subject to these Terms, you agree to access and use the Services only for your own internal and individual purposes as contemplated by these Terms.
To be eligible to use the Services, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services or otherwise prohibited from having a Company account, (3) are not a competitor of Company or are not using the Services for reasons that are in competition with Company; (4) have full power and authority to agree to these Terms and doing so will not violate any other agreement to which you are a party; (5) will not violate any rights of Company, including intellectual property rights such as patent, copyright or trademark rights; and (6) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.
THE MATERIALS ON THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY MAKES NO WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS. COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEBSITE AND/OR THE SERVICES.
FURTHER, THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE MATERIALS ON ITS SERVICES, WEBSITE OR OTHERWISE RELATING TO SUCH MATERIALS OR ON ANY THIRD-PARTY SITES (AS DEFINED BELOW) LINKED TO THIS WEBSITE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, CONTENT OR MATERIALS FROM OR RELATED TO THE SERVICES ARE CURRENT OR ERROR-FREE OR THAT THE WEBSITE OR THE SERVICES, SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE WEBSITE, THE SOFTWARE, OR ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
YOU ACKNOWLEDGE THAT COMPANY DOES NOT WARRANT THAT INFORMATION OR ADVICE OR ASSISTANCE OR SERVICES OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. COMPANY DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN THE FUNCTIONING OF THE WEBSITE, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN. FURTHERMORE, COMPANY DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE SERVICE OR ITS USE, LOSS OF PERSONAL CONTENT ON THE WEBSITE, LOST OR UNDELIVERABLE EMAIL, AND FOR ANY OTHER REASON. UNDER NO CIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, BUT NOT LIMITED TO PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE WEBSITE, OR ANY INTERACTIONS BETWEEN USERS OF THE WEBSITE OR THE SERVICES, WHETHER ONLINE OR OFFLINE.
You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Website accessible, the Website may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, Website access may be interrupted, suspended or terminated. You further understand that there may be interruptions in service or events on third-party websites, that may affect your use of the Service and that are beyond our control to prevent or correct. Interruptions in the Service that are beyond our control shall not serve as a basis for a refund of any fees or as a basis for you not to comply with your contractual obligations.
The Website and Services may reference Third-party Services and third party products, equipment, and software, but we are in no way affiliated with such third parties and neither our Services nor the Website are endorsed or approved by such third parties. Further, we do not endorse or recommend, are not responsible for, and make no representations as to such Third-party Services or third party products, equipment or software. Company is not liable for any damage or loss caused or alleged to be caused by or in connection with any such Third-party Services or third party products, equipment or software.
In no event shall Company or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on the Website, even if Company or a Company-authorized representative has been notified orally or in writing of the possibility of such damage. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) AND TO THE FULLEST EXTENT PERMITTED BY LAW, WILL COMPANY OR COMPANY'S AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, MONETARY OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICES OR WEBSITE AND/OR ANY CONTENT ON THE WEBSITE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR WEBSITE IS TO STOP USING THE WEBSITE AND THE SERVICES. YOU FURTHER AGREE THAT UNDER NO CIRCUMSTANCES, AND TO THE FULLEST EXTENT PERMITTED BY LAW, WILL EITHER COMPANY OR ITS AFFILIATES BE LIABLE TO REPAY OR REIMBURSE ANY PAYMENTS MADE BY YOU TO COMPANY. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. IN THESE STATES, COMPANY'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
The materials appearing on Website could include technical, typographical, or photographic errors. Company does not warrant that any of the materials on its website are accurate, complete or current. Company may make changes to the materials contained on its website at any time without notice. However, Company does not make any commitment to update the materials. The information on the Website consists of statements of opinion and not statements of fact or recommendations to utilize or receive any medical care, advice, treatments, products, services, items, devices, equipment, or software (collectively, “Medical Services”). The Website provides general information and is not a substitute for health or medical care from a qualified healthcare professional. The Website does not constitute the practice of Medical Services. The Website does not offer any advice regarding the quality or suitability of any particular Medical Service, equipment provider or healthcare provider with respect to Medical Services or otherwise. The information and materials provided on the Website are intended solely for your information and not any other person. Such information should not be considered or construed as, and is not a substitute for, Medical Services and is not intended to replace consultation with a qualified healthcare provider. If you have any questions about the Content on the Website, you agree to contact your healthcare professional. You further acknowledge and agree that the Website does not recommend, endorse or make any representations or warranties regarding healthcare providers or Medical Services. Company has no responsibility, liability or obligation of any kind for the accuracy, completeness or other aspects of the information or Medical Services provided by the Website.
The Services may contain links to, or otherwise may allow you to connect to and use certain third party products, services or software under separate terms and conditions (collectively, “Third-party Sites”) in conjunction with our Services. Company has not reviewed all of the Third-party Sites linked to its Website and is not responsible for the contents of any such linked Third-party Site. The inclusion of any linked Third-party Site does not imply endorsement by Company of the Third-party Site. Use of any such linked Third-party Site is at the user's own risk. If you decide to access and use such Third-party Services, be advised that your use is governed solely by the terms and conditions of such Third-party Services, and we do not endorse, are not responsible for, and make no representations as to such Third-party Services, their content or the manner in which they handle your data. Company is not liable for any damage or loss caused or alleged to be caused by or in connection with your access or use of any such Third-party Services, or your reliance on the privacy practices or other policies of such Third-party Services.
These Terms constitute the entire agreement between the parties with respect to the subject matter hereof, all previous understandings whether oral or written having been merged herein. No representations or warranties have been made other than those expressly set forth in these Terms. Without limiting the foregoing, the parties have not relied on any oral statements that are not included in these Terms. These Terms may not be changed or modified by you. These Terms supersede prior versions of these Terms. Company may revise these Terms at any time without notice, and such modifications shall be effective immediately upon posting the Terms, as modified, on the Website and will supersede prior versions of these Terms. Company encourages you to review the Terms each time that you use the Website so that you are aware of any modifications to the Terms. Each time you login, access, or use this Website you are agreeing to be bound by the then current version of these Terms.
These Terms are governed by and construed in accordance with the laws of Arizona without giving effect to the conflicts of laws provisions or principals thereof and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location nearest to Company.
For purposes of these Terms, “Confidential Information” means and includes any and all non-public, medical, financial, personal, and proprietary information in whatever form (written, oral, visual, or electronic) possessed or obtained by either party related to Company and its affiliates. It shall include, without limitation, policies, procedures, methods, contractors, patient and client data or information, financial information and statements, employee information, contractor information, know-how, processes, jointly-developed processes, processes developed by you pursuant to the provision of services, vendor and supplier lists, price lists and pricing techniques, business plans and techniques, reports, marketing plans and techniques, strategic plans, management plans and techniques, contractual arrangements, information relating to current and future affiliates, trade secrets, and any other information, knowledge or data, in whatever form or medium, concerning or relating to the business affairs of Company which may reasonably be deemed to be confidential in nature. We and you intend that the term Confidential Information shall be given the broadest possible interpretation. You shall keep strictly confidential all Confidential Information. You shall not use the Confidential Information in any manner that adversely affects Company's business. You shall not directly or indirectly communicate, divulge, sell, transfer, publish, disclose, display, or otherwise make available to any other entity, person, or individual, whether related or not, the Confidential Information or any portion thereof without the express prior written consent of Company. You may, however, disclose such matters to the extent that disclosure is required by a court or governmental agency of competent jurisdiction. Further, if you are legally required to disclose any Confidential Information, you shall provide Company with reasonable notice prior to such disclosure and reasonably cooperate with Company in seeking to obtain a protective order or other assurance of confidential treatment of the Confidential Information to fully comply with applicable laws. Nothing in these Terms shall be construed to grant to you any ownership or other proprietary interest in any Confidential Information.
Company reserves the right to (i) modify or discontinue, temporarily or permanently, the Services (or any part thereof) and (ii) refuse any/all current and future use of the Services, suspend or terminate your account or any part thereof (or your use of the Services), and remove and discard any of your content within the Services if we believe that you have violated these Terms. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of your use of Services, and may be referred to law enforcement authorities. Company shall not be liable to you or any third party for any modification, suspension or discontinuation of the Services.
You agree to defend, indemnify, and hold harmless Company and its subsidiaries, licensors, suppliers and affiliates, and their respective directors, officers, shareholders, managers, members, agents, employees, consultants and representatives from, against and in respect of any claim, charge, demand, action, or suit, whether in contract, tort, strict liability, negligence, or otherwise, for any and all losses, costs, charges, claims, demands, fees (including attorneys' fees), expenses, or damages of any nature or kind arising out of, connected with, or resulting from (i) the use (whether permitted under these Terms or not) of the Website or Services, or (ii) relating in any way to these Terms. Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case you agree to cooperate with any reasonable requests to assist Company's defense of such matter.
Company may assign these Terms or any of its rights under these Terms to a third party. You may not, without the express written consent of Company, assign these Terms or any of your rights under these Terms, directly, by operation of law or otherwise, without the prior written consent of Company. Subject to the foregoing restrictions on assignment, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Any assignment in violation of this Section will be void. These Terms shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto.
If any provision of these Terms, or the application thereof under certain circumstances, is held to be invalid or unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms, or the application of such provision under other circumstances, shall remain in full force and effect.
Nothing in these Terms shall be so construed as to constitute the parties as principal and agent, employer and employee, partners or joint venturers, nor shall any similar relationship be deemed to exist between the parties. Neither party shall have any power to obligate or bind the other party, except as specifically provided herein.
Company's failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of these Terms. All rights not expressly granted under these Terms are hereby reserved for Company.
Sections 1 through 15 of these Terms shall survive termination or expiration of these Terms.
ALL TRANSACTIONS ARE GOVERNED BY THE RISE MED TECH LLC, THE “SELLER”, (AS APPLICABLE) TERMS AND CONDITIONS OF SALE. ANY PROPOSAL FROM A PURCHASER THAT INCLUDES DIFFERENT OR ADDITIONAL TERMS THAT VARY FROM SELLER'S TERMS AND CONDITIONS OF SALE ARE OBJECTED TO AND DISALLOWED. NOTWITHSTANDING THE FOREGOING, ANY SUCH COUNTERPROPOSALS BY PURCHASER SHALL NOT OPERATE AS A REJECTION OF THE CONTRACT OF SALE, BUT AS A REJECTION OF THE ADDITIONAL OR DIFFERENT TERM(S).
An order is deemed by Seller to be an offer to purchase the products identified on that order (“Products”) identified on such order by Purchaser, which Seller may accept or reject in its sole discretion. Seller's acceptance of an offer to purchase is binding upon Seller only if made by written instrument or, if not by written instrument, by shipment of the Products ordered (and acceptance by shipment shall only be binding as to the portion of the order actually shipped). Any automatic or computer-generated response to an order by Seller shall not be deemed acceptance of an order. Seller's acceptance is subject to Seller's Terms and Conditions of Sale stated herein. All sales are final unless otherwise conveyed by Seller. By submitting and/or signing an order, the individual and/or entity purchasing the Products (“Purchaser”) thereby accepts and agrees that Seller's Terms and Conditions of Sale shall govern the sale of all Products ordered on such order. Seller shall, on Purchaser's behalf, promptly remit such orders accepted by Seller to the Product manufacturer and the Product manufacturer shall pack and ship the Products specified on the order for delivery to Purchaser. Purchaser agrees that Seller does not provide billing or coding services or advice and Purchaser, therefore, agrees to work directly with the Product manufacturer with respect to all billing and coding matters. Purchaser and Seller acknowledge and agree that use of the any Product shall be at the sole discretion of the treating provider(s), exercising his or her independent professional medical judgement and Seller has no involvement in or influence on any treating provider's determinations of medical necessity or the exercise of their independent professional medical judgment.
All payments shall be due and payable as set forth and specified on issued invoices in the amounts stated in each invoice, within thirty (30) days of date of each invoice. All amounts payable hereunder shall be paid when due, time being of the essence. Purchaser shall pay invoiced amounts in full within thirty (30) days of the date of each invoice regardless of whether Purchaser receives any reimbursement or payment from patients or third-party payors for Products. Purchaser agrees to provide Credit Card Authorization for payment of all invoices by completing and executing the form provided by Seller and delivering such completed and executed form to Seller. Purchaser authorizes Seller to charge any and all invoiced amounts that are not paid within thirty (30) days of the date of each invoice by Purchaser to Purchaser's credit card pursuant to the Credit Card Authorization. In the event that Purchaser has not paid any invoiced amount in full within thirty (30) days of the date of invoice, any and all rebates associated with the Products on that invoice shall be automatically forfeited by Purchaser and Purchaser shall have waived the opportunity to earn any rebate associated with the purchase of such invoiced Products. Purchaser agrees that Seller has the right to pursue any available option to Purchaser in the event of Customer's default or delay in payment including, without limitation, engaging a collection agency, closing Purchaser's account with Seller or the Product manufacturer, and/or reporting potentially falsely submitted claims to commercial and/or government payors. The Purchaser further agrees to pay all reasonable costs of collection, including reasonable attorney fees, in case any invoice is not paid in full within thirty (30) days of the date of invoice.
Seller may, but shall not be obligated to, grant credit terms to Purchaser and Seller shall not be deemed to have done so unless such terms are set forth in writing signed by Seller. Acceptance of any order is subject to final credit approval by Seller. Seller reserves the right, in its sole discretion and without prior notice, to suspend production, shipment and/or deliveries, cancel orders, reject future orders, and require cash payments in advance or security satisfactory to Seller if Purchaser is in delinquent status with Seller.
Purchaser shall pay the costs of delivery of the products. Purchaser shall pay all sales, use, excise or similar taxes, or other charges, which Seller is required to pay, or to collect and remit, to any Government (national, state, or local) and which are imposed on or measured by the sale.
Seller retains the right and title to the products sold to Purchaser until Seller is paid in full for the products. Purchaser shall obtain the right and title to the products upon payment to Seller of the purchase price and any taxes, excise or other charges. The risk of loss, including, but not limited to the risk of loss, theft, damage or destruction of the products, transfers to Purchaser [F.O.B. the Product manufacturer's factory].
Purchaser shall have no right of set-off or withholding, and no deduction of any amounts due from Purchaser to Seller shall be made without Seller's prior, express written approval.
Seller reserves the right to discontinue deliveries of any products, the manufacture, sale or use of which would, in Seller's opinion, infringe upon any U.S. patent, trademark or design now or hereinafter issued, registered, or existing and under which Seller is not licensed.
Seller may terminate Seller's Terms and Conditions of Sale relative to any Purchaser without cause upon thirty (30) calendar days' written notice to Purchaser. Seller may immediately terminate Seller's Terms and Conditions of Sale relative to any Purchaser upon written notice to such Purchaser if that Purchaser: (a) has committed a material breach of Seller's Terms and Conditions of Sale; (b) has become insolvent, is dissolved or liquidated; (c) files or has filed against it a petition in bankruptcy and such petition is not dismissed within sixty (60) calendar days of the filing; (d) makes a general assignment for the benefit of creditors; (e) has a receiver appointing for a substantial part of its assets; and/or (f) is or becomes excluded from participating in, or is or becomes ineligible for participation in, any federal or state health care program or government payment program. Except as otherwise set forth herein, upon termination of Seller's Terms and Conditions of Sale relative to any Purchaser, neither party shall have any further obligation hereunder except for obligations accruing prior to the date of termination, which obligations include payment obligations of Purchaser in accordance with Section 2 hereof. The above notwithstanding, Seller may deduct, from any discount or rebate amount it owes Customer, any amounts that Purchaser owes Seller.
THE WARRANTIES SET FORTH HEREIN OR IN SELLER'S WARRANTY DOCUMENTS WITH RESPECT TO A PRODUCT ARE THE ONLY WARRANTIES MADE BY SELLER IN CONNECTION WITH THE PRODUCTS AND THE TRANSACTIONS CONTEMPLATED AS A RESULT OF THIS SALE. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS TO PURCHASER OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PRODUCTS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH BY THE SELLER IN WRITING. SELLER'S SOLE OBLIGATION FOR A REMEDY TO PURCHASER SHALL BE REPAIR OR REPLACEMENT OF NON-CONFORMING PRODUCTS. PURCHASER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR SUBSTANCES.
No claim by Purchaser of any kind including, but not limited to, claims for indemnification, whether as to quality or amount of Product delivered or non-delivery, shall be greater in amount then the purchase price for the Products in respect of which damages are claimed. IN NO EVENT SHALL SELLER BE LIABLE TO ANY PURCHASER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF THE PRODUCTS SOLD HEREUNDER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF PURCHASER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
Seller shall not be liable to Purchaser or its affiliates or any of their respective officers, directors, employees, subcontractors, delegates, or other agents for, and Purchaser shall indemnify, defend, and hold harmless Seller and its affiliates and any of their respective past, present and future managers, owners, members, directors, officers, employees, subcontractors, delegates, successors, assigns, and other agents, as well as any person or entity who may claim by or through any of them (collectively, the “Seller Indemnitees”) from and against any and all damages, losses, liabilities, obligations, actions, suits, assessments, encumbrances, judgments, costs, claims, loss of income, fees or expenses, including costs of inquiries, investigations, depositions, interrogatories, attendance at meetings, conferences and/or hearings, responses to requests for information and/or documentation, mediations, arbitrations, and defense and attorneys' fees, penalties and interest (“Losses”), whether known or unknown, incurred or suffered by or threatened against any of the Seller Indemnitees resulting from, related to or arising out of: (a) any non-payment under Seller's Terms and Conditions of Sale or any agreement entered into between Seller and Purchaser or document delivered or made in connection with Seller's Terms and Conditions of Sale or agreement between the parties, or inaccuracy in or breach of a representation, warranty, covenant or agreement made or required to be performed by Purchaser under the Seller's Terms and Conditions of Sale or any agreement entered into between Seller and Purchaser or document delivered or made in connection with Seller's Terms and Conditions of Sale or agreement between the parties; (b) negligence, intentional or unintentional acts or acts of omission of Purchaser in connection with the Purchaser's, its directors', officers', employees', agents', representatives', successors', assigns', and subcontractors' obligations under Seller's Terms and Conditions of Sale or any agreement entered into between Seller and Purchaser or document delivered or made in connection with Seller's Terms and Conditions of Sale or agreement between the parties; (c) any breach or violation of any third party payor rules or applicable laws or regulations by Purchaser and/or its directors, officers, employees, agents, representatives, successors, assigns, and/or subcontractors; (d) any inquiry, investigation, deposition, interrogatory, attendance at meetings, conferences and/or hearings, request for information and/or documentation, mediation, arbitration, claim, demand, suit, action or legal, administrative or other proceeding by any entity, person or any federal, state or local department, agency or other governmental body against any of the Seller Indemnitees resulting from, arising out of or in any way related to the actions or inactions of Purchaser and/or its agents, representatives and affiliates; and/or (e) any and all Losses incident to any of the foregoing.
Purchaser shall inspect the Products promptly upon receipt for non-conformity (including but not limited to non-conformity for quantity, quality, and/or defects). Failure by Purchaser to provide Seller with written notice of a claim within 3 business days from the date of delivery or, in the case of non-delivery, within 3 calendar days from the date of the invoice for the delivery, or, in the case of receipt of incorrect Products, within 5 calendar days from the day Purchaser received the Products shall constitute a waiver by Purchaser of all claims with respect to such Products. If an error by Purchaser results in the shipment of incorrect Products and is reported in writing to Seller within 3 business days from the day Purchaser received the Products, Purchaser may request a Return Authorization. Where Seller determines that the Product cannot be shipped back safely, Seller may, at its sole discretion, refuse to issue a Return Authorization or to issue any credit. Products must be returned within five (5) calendar days of receiving a Return Authorization and must be in the original sealed package(s) and unaltered in order to receive a credit. Upon receipt of Products that have Return Authorization, a credit for the original purchase price less shipping charges, if applicable, will be issued. (Returns are not applicable for Advanced Skin Substitutes. All sales are final.)
If the manufacture, transfer, or receipt by either party of any products covered hereby is prevented, restricted or interfered with by reason of any event beyond the reasonable control of the party so affected, such party shall be excused from making or taking deliveries hereunder to the extent of such prevention, restriction or interference, and neither party shall be liable to the other for default or delay in performing, except with respect to Purchaser's payment obligations. Seller shall not be responsible for any failure to comply with the terms of Seller's Terms and Conditions of Sale due to such reasons as fire; flood; pandemic; earthquake; explosion; war or civil commotion; labor disturbance; destruction or production facilities or materials; failure of a public utility or common carrier; act of God; or any other cause beyond the reasonable control of Seller which materially alters or impairs Seller's ability to complete its obligations hereunder.
If Purchaser should fail in any manner to fulfill the terms and conditions hereof, Seller may defer further shipments until such default is cured. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to Seller. If for any reason, the quantities of the products covered hereby or of any materials used in the production of the products reasonably available to Seller shall be less than Seller total needs for its own use and for sale, Seller may allocate its available supply of products among its existing or prospective purchasers and/or its own departments, divisions and affiliates in such manner Seller deems proper in Seller's sole discretion, without thereby incurring liability on account of the method of allocation determined or its implementation or for failure to perform under Seller's Terms and Conditions of Sale.
Seller's Terms and Conditions of Sale shall be construed, and the respective rights and duties of Purchaser and Seller shall be determined, according to the laws of the State of Arizona, without giving effect to its principles of conflicts of laws. The UN Convention on Contracts for the International Sale of Goods shall not apply to Seller's Terms and Conditions of Sale. Each party irrevocably agrees that any claim brought by it in any way arising out of Seller's Terms and Conditions of Sale must be brought solely and exclusively in state or federal courts located in Arizona nearest to Seller and each party irrevocably accepts and submits to the sole and exclusive jurisdiction of each of the aforesaid courts in personam, generally and unconditionally with respect to any action, suit, or proceeding brought by it or against it by the other party.
Seller's Terms and Conditions of Sale are not transferable by Purchaser without the prior written consent of Seller.
Purchaser and Seller shall comply with all applicable international, national, state, regional and local laws, and regulations with respect to their performance under Seller's Terms and Conditions of Sale. Purchaser agrees to adhere to all applicable US Export laws and regulations with respect to the Products.
These Seller's Terms and Conditions of Sale are the sole and exclusive statement of the parties' understanding and agreement with respect to the transactions contemplated by this sale, notwithstanding any other terms that might be contained in any purchase order or other document received from Purchaser or submitted to Seller. These Seller's Terms and Conditions of Sale in addition to Seller's Terms of Use and Privacy Policy, which are incorporated herein by reference, collectively constitute the entire agreement between the parties regarding the subject matter hereof and can only be modified or changed in writing and signed by Seller. As used herein, the expression “Seller's Terms and Conditions of Sale” means this document and Seller's Terms of Use and Privacy Policy. Purchaser acknowledges and agrees that Seller's Terms and Conditions of Sale govern Purchaser's purchase of any Products from Seller and, except for written agreements or addendums signed by the parties that specifically modify or that conflict with these Seller's Terms and Conditions of Sale and contain language that is more favorable to Seller, Seller's Terms and Conditions of Sale supersede any other agreements between Seller and Purchaser. No waiver by Seller of any of Seller's Terms and Conditions of Sale or any breach hereof shall be effective unless it is in writing and signed by Seller nor shall such waiver constitute or be deemed to be a waiver of any such term or any such breach in any other case. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition of these Seller's Terms and Conditions of Sale. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect. The paragraph headings are for convenience only and shall not be used in interpreting or construing these Seller's Terms and Conditions of Sale. Sections 2, 4, 5, 6, 8, 9, 10 ,11, 15, and 18 of Seller's Terms and Conditions of Sale shall survive termination or expiration of Seller's Terms and Conditions of Sale.