2. Website Services
- 2.1 Maquet may make available on the My Heart Bypass Surgery Website information, documents, videos and educational, software, and other materials, for viewing or downloading (such information and all My Heart Bypass Surgery Website content shall be collectively referred to herein as “Website Information”).
- 2.2 Maquet may cease the operation of the My Heart Bypass Surgery Website in full or in part at any time. Due to the nature of the internet and computer systems, Maquet does not guarantee and cannot accept any liability for the continuous availability of or User’s access to the My Heart Bypass Surgery Web Site.
3. Restricted Right to Use Website Information
- 3.1 Use of the My Heart Bypass Surgery Website and any Website Information is subject to these Terms, any modifications thereto and any applicable license agreement. Any separately agreed upon licensing terms related to the website or Website Information shall govern and supersede these Terms.
- 3.2 Maquet grants the User a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to use the Website Information, to the extent made available, for non-commercial, personal informational purposes only, subject to the Terms, any related licensing agreements and all applicable laws and regulations. Other than the limited right to use, as
expressly set forth in this Section 4.2, Maquet retains all rights and privileges in the My Heart Bypass Surgery Website and the Website Information.
- 3.3 Notwithstanding anything to the contrary, User is prohibited from reproducing, displaying, performing, distributing, modifying, making derivative works from, commercializing or making any commercial or public use of the My Heart Bypass Surgery Website and the Website Information. User herein agrees not to attempt to discover the source code, disassemble,
reverse engineer or decompile any software or other Website Information or separate any part thereof. User will not circumvent any technological measure controlling access to the My Heart Bypass Surgery Website or any Website Information. User further agrees not to assert any ownership, intellectual property or other rights in the My Heart Bypass Surgery Website or Website Information or any modification thereto or derivation thereof.
- 3.4 The My Heart Bypass Surgery Website and all Website Information is Maquet Cardiovascular LLC’s proprietary information, protected by copyright laws, international copyright treaties and other applicable intellectual property laws and conventions. The User shall at all times fully observe such laws and regulations and shall not seek to remove any alphanumeric code, marks or copyright notices herein.
4. Intellectual Property
- 4.1 Maquet is the sole and exclusive owner of and retains all rights, titles and interest in the My Heart Bypass Surgery Website and all Website Information. Except where expressly stated otherwise, this website and all its contents are protected by copyrights and other intellectual property rights of Maquet. Maquet’s logos, trademarks, copyright protected works and other intellectual property may not be used without our prior written consent of Maquet. All Rights Reserved.
- 4.2 Except for the limited right of use as expressly set forth in Section 4.2, no rights or privileges are granted to User. Neither Maquet nor its parents, subsidiaries or affiliates is under any obligation and does not grant User any rights in or to any other intellectual property rights, such as without limitation, any patents, know-how, trade secrets, tradenames, trademarks, brands or other copyrights, or to any of Maquet’s or its parents’, subsidiaries’ or affiliates’ corporate names.
5. Duties of the User
5.1 User shall not use the My Heart Bypass Surgery Website and Website Information to:
- harm other persons, in particular minors, or infringe their privacy or other personal rights;
- breach public morality in its manner of use;
- violate any intellectual property right or any other proprietary right;
- upload or disseminate any contents containing viruses or any other program that may cause harm, damage or data loss;
- access, distribute, transmit, store or upload/make available hyperlinks or contents to which the User is not entitled, in particular in cases where such hyperlinks or contents are in breach of confidentiality obligations or are illegal; or
- distribute advertising or unsolicited e-mails (e.g. “spam”) or incorrect warnings of viruses, defects or similar material and the User shall not solicit or request the participation in any lottery, snowball system, chain letter, pyramid game or similar action.
6. Third Party Materials
The My Heart Bypass Surgery Website may include, reference or hyperlink to third party materials and websites (collectively “Third Party Materials”). Maquet has no control over and no responsibility or liability for such Third Party Materials. Maquet does not endorse and make no representations about Third Party Materials, including but not limited to, its availability, accuracy, completeness or that it is up-to-date. Use of such Third Party Materials is at the User’s sole risk and liability.
7. No Warranty
7.1 No representations, promises or warranties are made in relation to the My Heart Bypass Surgery Website and Website Information. All information herein is provided AS IS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TECHNICAL PERFORMANCE, NON-INFRINGEMENT OR ANY IMPLIED WARRANTY THAT THE WEBSITE INFORMATION IS FREE FROM DEFECTS, ERRORS OR INACCURACIES. Any use of the My Heart Bypass Surgery Website and Website Information is at the Users’ sole risk and liability. Maquet, its parents, subsidiaries and affiliates, and their directors, officers, employees, agents, representatives, successors and assigns (collectively “Maquet Parties”) will under no circumstances be liable for and User hereby releases Maquet Parties in full as well as indemnifies, defends and holds Maquet Parties harmless from and against any damages, losses, liabilities, expenses and costs incurred in association with any allegation, claim, suits, actions, cause of actions or proceeding (“Actions”) relating to or arising from the My Heart Bypass Surgery Website, the Website Information and/or use of the same by the User, including but not limited to any Actions alleging the Website Information is incomplete, incorrect, not up-to-date, contains defects, is not fit for the intended purpose or infringes upon any third party rights. IN NO EVENT, SHALL ANY MAQUET PARTIES BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUES, CONSEQUENTIAL, INCIDENTAL, UNFORESEEN, SPECIAL OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL; LOSS OF STORED, TRANSMITTED OR RECORDED DATA; INJURY, DEATH OR PROPERTY LOSS; DAMAGES, EXPENSES OR DOWNTIME COSTS DUE TO LACK OF ACCESS OR LOSS OF USE OF THE MY HEART BYPASS SURGERY WEBSITE. THIS SECTION WILL APPLY TO ANY ACTION, FOR ANY CAUSE WHATSOEVER, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, INCLUDING NEGLIGENCE, STRICT LIABILITY, WARRANTY OR OTHERWISE, AND IS A SEPARATE, ESSENTIAL TERM AND SHALL BE EFFECTIVE UPON THE FAILURE OF ANY REMEDY, EXCLUSIVE OR NOT.
7.2 Although Maquet makes every endeavor to keep the My Heart Bypass Surgery Website free from defects, errors and viruses, Maquet makes no guarantee that it is defect-free, error-free or virus-free. The User shall, for its own protection, take the necessary steps to ensure appropriate security measures and shall utilize a virus scanner before downloading any information,
software or documentation. The User shall use all reasonable steps to ensure security measures and utilize a virus scanner to ensure that no viruses are uploaded onto the My Heart Bypass Surgery Web Site.
7.3 Maquet makes no representation that the content of the My Heart Bypass Surgery Website is appropriate or available for viewing or downloading outside of the US. If Users access My Heart Bypass Surgery Website from outside of the US, they are exclusively responsible for compliance with all applicable local laws. Website access is prohibited from any countries where such content is illegal.
8. Export Controls
8.1 The export of certain information may, e.g. due to its nature or intended purpose or destination, be restricted and subject to regulatory authorization. The User shall comply with all applicable export regulations in regards to the use and access to the Website Information, in particular with those of the US and EU as well as individual EU member states.
8.2 The User shall ensure and verify that:
- the Website Information is not used for any purpose related to armaments, nuclear energy, weaponry or other military use;
- no undertaking or person listed in the US Denied Persons List (DPL) shall receive goods, software or technology originating in the US;
- no undertaking or person named in the Consolidated Screening List, including but not limited to the US Unverified List, US Entity List, and US Specially Designated National List, shall receive goods originating in the U.S. without permission; and
no undertaking or person named in the Consolidated Screening List, including but not limited to the US Unverified List, US Entity List, and US Specially Designated National List, shall receive goods originating in the U.S. without permission; and
9. Data Privacy Protection
10. Applicable Laws
10.1 The My Heart Bypass Surgery Website is operated and administered by companies incorporated in the US and is governed by the laws of the state of New York, USA without reference to its conflict of laws rules. User agrees that any disputes, controversy or claims related to or arising from the My Heart Bypass Surgery Website or Website Information shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgement on the award rendered by eh arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitral tribunal will be composed of three (3) arbitrators and the seat of arbitration will be in New York, New York. Each party will be entitled to appoint one arbitrator and the two appointed arbitrators will jointly appoint the third. The language to be used in the arbitral proceedings will be English. No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.
10.2 The parties agree that any breach or threatened breach of these Terms would cause not only financial harm, but irreparable harm, for which money damages will not provide an adequate remedy. In the event of a breach or threatened breach of these Terms, Maquet shall, in addition to any other rights and remedies it may have, be entitled to equitable relief, including specific performance and immediate injunctive relief without the necessity of posting any bond or surety, and User shall not oppose the granting of such relief. Such right of Maquet to equitable relief shall be in addition to any other remedies available to Maquet.