THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITES. BY ACCESSING OR USING THE SITES, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITES OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITES.
THESE TERMS LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1. Use of the Sites; Site Content
1.1. Use of the Sites
The information provided on the Sites is for general informational and educational purposes only. Certain sections of the Sites are intended for particular audiences including AngioDynamics’ employees, customers, and shareholders, as well as members of the healthcare community and the general public. Please carefully review these Terms. Please review these Terms each time you visit the Sites.
1.2. Site Content
AngioDynamics will use reasonable efforts to include up-to-date and accurate information on the Sites, but makes no representations, warranties, or assurances as to the accuracy, currency, or completeness of the information provided. You agree that access to and use of the Sites and the content hereof is at your own risk. All information on the Sites is provided “AS IS.” WITHOUT LIMITING ANY OF THESE TERMS, IN NO CASE SHALL ANGIODYNAMICS BE LIABLE IN RESPECT OF THE INFORMATION ON THE SITES OR ANY USE THEREOF, FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED UPON BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY. THESE TERMS MAY NOT BE ALTERED, AMENDED, REPLACED, SUBSTITUTED, OR RESCINDED BY ANY EMPLOYEE, AGENT, INDEPENDENT CONTRACTOR, OR CONSULTANT OF ANGIODYNAMICS. ANY SUCH ALTERATION, AMENDMENT, REPLACEMENT, SUBSTITUTION, OR RESCISSION SHALL NOT BE BINDING UPON ANGIODYNAMICS. AngioDynamics also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, browsing in the Sites, or your downloading of any materials, data, text, images, video, or audio from the Sites.
1.3. Medical Information
The information provided by the Sites is not intended nor is implied to be a substitute for professional medical advice. Always seek the advice of your physician or other qualified healthcare provider prior to starting any new treatment or with any questions you may have regarding a medical condition. We may also include certain information, reference guides, and databases intended for use by licensed medical professionals and healthcare providers. These tools are not intended to give professional medical advice. Licensed medical professionals and other healthcare providers should always exercise their own clinical judgment for any given situation.
1.4. Physicians and Healthcare Provider
AngioDynamics may, through the Sites, assist you in searching for or identifying a physician, healthcare provider, or clinic in your area able to treat a certain condition. In such cases, we do not have any ownership or direct financial interest in any of the specific physicians, healthcare providers, or clinics listed and do not endorse, certify, or recommend any of these physicians, healthcare providers, or clinics. We do not guarantee or make any warranties, express or implied, as to the quality of medical advice or care given by any physician, healthcare provider, or clinic.
1.5. Availability of Products and Services
AngioDynamics’ products and services referred to on the Sites may not be available for sale in all countries. We make no representation as to the availability of a particular product or service in a particular country. For the availability of a particular product or service in your country, please contact us.
1.6. Forward Looking Statements
The Sites may include “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Investors can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as “expect,” “reaffirm,” “anticipate,” “plan,” “believe,” “estimate,” “may,” “will,” “predict,” “project,” “might,” “intend,” “potential,” “could,” “would,” “should,” “estimate,” “seek,” “continue,” “pursue,” or “our future success depends,” or the negative or other variations thereof or comparable terminology, are intended to identify such forward-looking statements. In particular, they include statements relating to, among other things, future actions, strategies, future performance, and future financial results of AngioDynamics. These forward-looking statements are based on current expectations and projections about future events.
Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified and, consequently, the actual performance or results of AngioDynamics may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: the factors described from time to time our reports filed with the United States Securities and Exchange Commission (“SEC”), including our most recently filed Form 10-K, financial community and rating agency perceptions of AngioDynamics; the effects of economic, credit and capital market conditions on the economy in general, and on medical device companies in particular; domestic and foreign health care reforms and governmental laws and regulations; third-party relations and approvals, technological advances and patents attained by competitors; and challenges inherent in new product development, including obtaining regulatory approvals. In addition to the matters described above, our ability to develop products, future actions by the United States Food and Drug Administration (“FDA”) or other regulatory agencies, results of pending or future clinical trials, the outcome of pending patent litigation, overall economic conditions, general market conditions, market acceptance, foreign currency exchange rate fluctuations, and the effects on pricing from group purchasing organizations and competition and our ability to integrate purchased businesses, may affect the actual results achieved by AngioDynamics.
Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. AngioDynamics disclaims any obligation to update the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date stated.
2. Access to the Sites
Subject to these Terms, AngioDynamics grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Sites solely for your own personal, noncommercial use.
2.2. Certain Restrictions
The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Sites, whether in whole or in part, or any content displayed on the Sites; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Sites; (c) you shall not access the Sites in order to build a similar or competitive websites, product, or service; and (d) except as expressly stated herein, no part of the Sites may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Sites shall be subject to these Terms. All copyright and other proprietary notices on the Sites (or on any content displayed on the Sites) must be retained on all copies thereof.
AngioDynamics reserves the right, at any time, to modify, suspend, or discontinue the Sites (in whole or in part) with or without notice to you. You agree that AngioDynamics will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Sites or any part thereof.
2.4. No Support or Maintenance
You acknowledge and agree that AngioDynamics will have no obligation to provide you with any support or maintenance in connection with the Sites.
Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Sites and its content are owned by AngioDynamics or used by AngioDynamics under license. Neither these Terms (nor your access to the Sites) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.1. AngioDynamics reserves all rights not granted in these Terms. There are no implied licenses granted under these Terms.
3. User Content
3.1. User Content
“User Content” means any and all information and content that a user submits to, or uses with, the Sites (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 4.3). You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by AngioDynamics. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. AngioDynamics is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
You hereby grant (and you represent and warrant that you have the right to grant) to AngioDynamics an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Sites. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
3.3. Acceptable Use Policy
The following terms constitute our “Acceptable Use Policy”:
(a) You agree not to use the Sites to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Sites any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Sites unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Sites to harvest, collect, gather, or assemble information or data regarding other users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Sites, or violate the regulations, policies, or procedures of such networks; (v) attempt to gain unauthorized access to the Sites (or to other computer systems or networks connected to or used together with the Sites), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Sites; or (vi) use software or automated agents or scripts to produce multiple accounts on the Sites, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Sites (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Sites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 9, and/or reporting you to law enforcement authorities.
If you provide AngioDynamics with any feedback or suggestions regarding the Sites (“Feedback”), you hereby assign to AngioDynamics all rights in such Feedback and agree that AngioDynamics shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. AngioDynamics will treat any Feedback you provide to AngioDynamics as non-confidential and non-proprietary. You agree that you will not submit to AngioDynamics any information or ideas that you consider to be confidential or proprietary.
You agree to indemnify and hold AngioDynamics (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Sites; (b) your violation of these Terms; (c) your violation of applicable laws or regulations; or (d) your User Content. AngioDynamics reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of AngioDynamics, which consent may be withheld in AngioDynamics’ sole discretion. AngioDynamics will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
5. Third-Party Links & Ads; Other Users
5.1. Third-Party Links & Ads
The Sites may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of AngioDynamics, and AngioDynamics is not responsible for any Third-Party Links & Ads. AngioDynamics provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
5.2. Other Users
Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that AngioDynamics will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
You hereby release and forever discharge the AngioDynamics (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Sites (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
5.4. Links to the Sites and Use of AngioDynamics Trademarks
You are hereby granted a non-exclusive, limited, and revocable license to link to the Sites. AngioDynamics reserves the right to revoke this license generally, or your right to use specific links, at any time. If AngioDynamics revokes this license, you agree to remove and disable any and all of your links to any of the Sites immediately.
You agree not to present the link to the Sites in such a way that it is associated with advertising or appears to be an endorsement of any organization, product, or service. You agree not to display or use the AngioDynamics logo or any of AngioDynamics trademarks (see www.angiodynamics.com/IP for a complete list) in any manner without our prior written permission.
THE SITES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND ANGIODYNAMICS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SITES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANGIODYNAMICS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITES, EVEN IF ANGIODYNAMICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
8. Term and Termination
Subject to this Section, these Terms will remain in full force and effect while you use the Sites. We may suspend or terminate your rights to use the Sites (including your Account) at any time for any reason at our sole discretion, including for any use of the Sites in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Sites will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. AngioDynamics will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 3.2 through 3.5, Section 4, and Sections 5 through 10.
AngioDynamics reserves the right, in its sole discretion, to change, modify, add, or remove portions of these Terms, at any time. It is your responsibility to check these Terms periodically for changes. Continued use of our Sites following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
These Terms were last updated in June 2020.
9.2. Dispute Resolution
You agree that all matters relating to your access or use of the Sites, including all disputes, will be governed by the laws of the United States and by the laws of the State of New York, without regard to its conflict of laws rules. You agree to the personal jurisdiction by and venue in the state and federal courts in Albany County, New York, and waive any objection to such jurisdiction or venue. The preceding provision regarding venue does not apply if you are a consumer based in the European Union. If you are a consumer based in the European Union, you may make a claim in the courts of the country where you reside. Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between AngioDynamics and you arising out of or in connection with your use of the Sites, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law
The Sites and its content may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from AngioDynamics, or any products utilizing such data, in violation of the United States export laws or regulations.
AngioDynamics is located at the address in Section 9.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at +1 800-952-5210.
9.5. Electronic Communications
The communications between you and AngioDynamics use electronic means, whether you use the Sites or send us emails, or whether AngioDynamics posts notices on the Sites or communicates with you via email. For contractual purposes, you (a) consent to receive communications from AngioDynamics in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that AngioDynamics provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
9.6. Entire Terms
These Terms constitute the entire agreement between you and us regarding the use of the Sites. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to AngioDynamics is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without AngioDynamics’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. AngioDynamics may freely assign these Terms. These Terms shall be binding upon assignees.
9.7. Copyright/Trademark Information
Copyright © 2020 AngioDynamics, Inc. All rights reserved. All trademarks, trade names, logos, and service marks (collectively, “Trademarks”) displayed on the Sites are our property or may be used under license.
For more information about AngioDynamics’ intellectual property, including a listing of all patent to product coverage and our Trademarks, please visit www.angiodynamics.com/ip
9.8. How to Contact Us
If you have questions about these Terms, you may contact us as follows:
Via email: email@example.com
Via post: AngioDynamics, Inc.
14 Plaza Drive
Latham, New York 12110
Attention: Legal Department