Last updated: April 2020
- Acceptance of Terms of Service
These Website Terms of Service (the “Terms of Service”) govern your use of the RefleXion Medical website located at www.RefleXion.com (the “Website”). The Website is the property of RefleXion Medical, Inc. (“RefleXion Medical”) and its licensors. By using or visiting the Website, you agree to comply with, and be bound by, these Terms of Service and all applicable laws and regulations. The terms “we,” “us,” “our,” and “ours” refer to RefleXion Medical. The terms “you,” “your,” and “yours” refer to the user or viewer of the Website.
By using the Website, you represent that (1) you have read, understand, and agree to be bound by these Terms of Service, (2) you are of legal age to form a binding contract with RefleXion Medical, (3) all registration information you submit is truthful and accurate and that you will maintain the accuracy of such information, (4) your registration does not and will not violate any applicable law or regulation, and (5) you have the authority to enter into the Terms of Service personally or on behalf of the company or other organization you have named as the user, and to bind that entity to these Terms of Service. In the event you are agreeing to these Terms of Service on behalf of a company or organization, “you,” “your,” and “yours” will refer to the entity you are representing.
The Website is not intended for use by children, and those under the age of 13 should not proceed to use the Website. We do not knowingly collect personally identifiable information from children under 13 years of age.
RefleXion Medical reserves the right, at its sole discretion, to change, modify, add to or remove portions of these Terms of Service at any time without notice. It is your responsibility to check these Terms of Service periodically for changes. Your continued use of the Website following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Service, RefleXion Medical grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Website as permitted by these Terms of Service.
Please review these Terms of Service carefully. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE, AND SHOULD IMMEDIATELY EXIT, THE WEBSITE.
All information, text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (the “Materials”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Materials (together with the Materials, collectively, the “Content”), contained on the Website, regardless of its source or creation, is owned, controlled or licensed by or to RefleXion Medical, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws, and RefleXion Medical reserves and retains all rights in and to such Content.
The name and mark “RefleXion Medical”, “RefleXion Therapy”, and any other names, marks, logos, graphics, designs, webpage designs, and icons of RefleXion Medical used in connection with the Website are registered or unregistered trademarks, service marks, or trade dress of RefleXion Medical (the “Marks”). You may not use the Marks other than in connection with any incidental use as necessary to view and access the Website. Without limiting the foregoing, you agree not to use any of the Marks or to use or register any other names or marks that are similar to, or likely to cause confusion with, any of the Marks.
- Your Use of the Website
You may use information on RefleXion Medical products and services (such as data sheets, knowledge base articles, and similar materials) purposely and explicitly made available by RefleXion Medical for downloading from the Website, provided that you (1) retain and do not remove proprietary notice language from any copies of such documents, (2) use such information only for your personal, non-commercial informational purposes and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) do not make any additional representations or warranties to any other party relating to such documents.
Except solely as necessary for you to access the Website for its intended purpose, you may not copy, modify, create derivative works of, translate, distribute, transmit, publish, republish, perform, display, post, download, upload, sublicense, transfer, dispose of, or sell the Content or any portion or components of the Website. You further agree not to reverse engineer, decompile or disassemble any portion of the Website except as, and solely to the extent, expressly authorized under applicable law overriding any of these restrictions. Except as expressly set forth in these Terms of Service, these Terms of Service do not, and shall not be interpreted or construed to, grant to you any license to any intellectual property rights or other proprietary rights, including any implied licenses or licenses granted by estoppel or otherwise.
You may not:
– use any “deep-link”, “page-scrape”, “robot”, “spider” or other automated device, program, algorithm or methodology, or any similar or equivalent manual process (a) to access, acquire, copy, interrupt, or monitor any portion of the Website or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Website or any Content, or (b) to obtain or attempt to obtain any materials, documents or information through any means not purposely and explicitly made available through the Website;
– attempt to gain unauthorized access to any portion or feature of the Website, or any other systems or networks connected to the Website or to any RefleXion Medical server, or to any of the services offered on or through the Website, by hacking, password “mining” or any other illegitimate means;
– frame or mirror any part of the Website;
– probe, scan or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website;
– take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or RefleXion Medical’ systems or networks, or any systems or networks connected to the Website;
– use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the Website, or with any other person’s use of the Website;
– forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to RefleXion Medical on or through the Website or any Service offered on or through the Website;
– hold yourself out as, or pretend that you are or that you represent, someone else, or impersonate any other individual or entity, including, but not limited to, RefleXion Medical and its employees; or
– use the Website or any Content for any purpose that is unlawful or prohibited by these Terms of Service, or to solicit the performance of any illegal activity or other activity which infringes the rights of RefleXion Medical or others.
While using the Website you must comply with all applicable laws, rules and regulations. In addition, RefleXion Medical expects users of the Website to respect the rights and dignity of others.
- Commercial Transactions
Additional terms and conditions may apply to purchases of products or services and to specific portions or features of the Website, including contests, promotions or other similar features, all of which terms are made a part of these Terms of Service by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms of Service and the terms posted for, or applicable to, a specific portion of the Website or for any products or services offered on or through the Website, the latter terms shall control with respect to your use of that portion of the Website or the specific products or services.
RefleXion Medical’s obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this Website should be construed to alter such agreements. Nothing herein shall be construed to obligate RefleXion Medical to enter into or engage with you on any commercial transaction.
RefleXion Medical may make changes to any products or services offered on the Website, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Website with respect to products and services may be out of date, and RefleXion Medical makes no commitment to update the materials on the Website with respect to such products and services.
RefleXion Medical’s Privacy Notice applies to use of the Website, and its terms are incorporated into these Terms of Service by this reference. Additionally, by using the Website, you acknowledge and agree that Internet transmissions are never completely private or secure.
- Third Party Websites
- Warranty Disclaimer
RefleXion Medical has no special relationship with or fiduciary duty to you. You acknowledge that RefleXion Medical has no control over, and no duty to take any action regarding: which users gain access to the Website; what Content you access via the Website; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release RefleXion Medical from all liability for you having acquired or not acquired Content through the Website. The Website may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. RefleXion Medical makes no representations concerning any content contained in or accessed through the Website, and RefleXion Medical will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Website. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM REFLEXION MEDICAL OR THROUGH THE WEBSITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THE CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THAT USE OF THE WEBSITE OR ANY SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Liability
IN NO EVENT SHALL REFLEXION MEDICAL OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SOFTWARE OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF FEES PAID BY YOU THEREFOR OR $100; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND REFLEXION MEDICAL’S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
By submitting ideas, feedback, suggestions, documents, and/or proposals (“Contributions”) to RefleXion Medical through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information of yourself or any third party; (b) RefleXion Medical is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) RefleXion Medical shall be entitled to exploit, use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) RefleXion Medical may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of RefleXion Medical without any obligation of RefleXion Medical to you; and (f) you are not entitled to any compensation or reimbursement of any kind from RefleXion Medical under any circumstances.
You agree to indemnify, defend and hold harmless RefleXion Medical, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from and against any and all claims, demands, losses, damages, costs and liability, and expenses (including reasonable attorneys’ fees and costs of investigation) arising out of or in connection with (a) your use of the Website, including without limitation your Contributions submitted through the Website, (b) your breach of these Terms of Service, including your breach of any covenant, representation, warranty, term, or condition set forth herein, including, without limitation, the obligations set out in the section “Your Use of the Website,” or (c) your violation of any law or regulation or of any third party rights, including infringement, libel, misappropriation, or other violation of any third party’s intellectual property or other legal rights. RefleXion Medical reserves the right, however, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with RefleXion Medical’s defense of such claim, and in no event may you agree to any settlement affecting RefleXion Medical without RefleXion Medical’s written consent.
- Suspension or Termination of Access to the Website
You agree that RefleXion Medical may, in its sole discretion and with or without prior notice, suspend or terminate your access to the Website and/or block your future access to the Website if we determine that you have violated these Terms of Service. Additionally, RefleXion Medical may, in its sole discretion and with or without prior notice, suspend or terminate your access to the Website for cause, including, but not limited to, the following reasons: (1) requests by law enforcement or other government agencies, (2) discontinuance or material modification of the Website or any Service offered on or through the Website, (3) unexpected technical issues or problems, or (4) a request by you to terminate your account.
- DMCA Notice of Infringement
RefleXion Medical respects the intellectual property rights of others, and we expect users of our Website do the same.
If you believe that the use or display of any Content on the Website infringes any copyright that you own or control, please contact RefleXion Medical’s designated agent for copyright claims at:
RefleXion Medical, Inc.
25841 Industrial Blvd, Suite 200
Hayward, CA 94545
Attn: Legal Department
When providing notification of alleged infringement of a copyright that you own or control (“DMCA Notice”), please provide RefleXion Medical’s designated agent the following information:
- A description of the copyrighted work that you claim has been infringed and a description of the infringing activity;
- A description of where the material that you claim is infringing is located, such as the URL where it is posted;
- Your name, address, telephone number, and email address;
- A statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information in your DMCA Notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and
- The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf.
- Governing Law; Disputes
These Terms of Service and the relationship between you and RefleXion Medical shall be governed by the laws of the State of California as applied to agreements made, entered into and performed entirely in California by California residents, notwithstanding your actual place of residence. Any dispute arising from or relating to the subject matter of these Terms of Service shall be finally settled by arbitration in Alameda County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of these Terms of Service, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California.
- Export Control
You acknowledge and agree that products, services and technology provided by RefleXion Medical are subject to the export control laws and regulations of the United States. You agree to comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer the Website or any portions or Content thereof, either directly or indirectly, to any country in violation of such laws and regulations. You may not use, export, import or transfer the Website or any portions or Content thereof except as authorized by U.S. law, the laws of the jurisdiction in which you obtained access, and any other applicable laws. In particular, but without limitation, the Website and any portions or Content thereof may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using the Website, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also acknowledge and agree that you may not use the Website or any portions or Content thereof for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
The Website contains forward-looking statements involving risks and uncertainties. Such forward-looking statements generally relate to future events, our ability to increase the number of support subscription customers, the growth in usage, our ability to innovate and develop the various projects that will enhance the capabilities of the RefleXion machine and our other supported products, anticipated customer benefits and general business outlook. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or similar terms or expressions that concern our expectations, strategy, plans or intentions. You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained on the Website primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and prospects. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made on the Website relate only to events as of the date on which the information is posted, and we undertake no obligation to update any such information.
The names RefleXion and RefleXion Therapy, as well as the X brand mark are either registered trademarks or trademarks or service marks of RefleXion Medical, Inc. in the United States or other countries.