TERMS OF USE

AdvaMed may make changes to these Terms from time to time. If AdvaMed makes changes, AdvaMed will provide you with notice of such changes, such as by sending an email, providing a notice through the Services or updating the date at the top of these Terms

Last Updated: August 3, 2020

These Med Device Network Terms of Use (“Terms”) apply to your access to and use of the MedDeviceNetwork site and services available at www.meddevicenetwork.org (collectively, the “Services”) provided by Advanced Medical Technology Association (“AdvaMed”). The Services are designed for the purpose of helping facilitate communications between providers of medical devices, equipment and other related materials and other parties that may be able to facilitate the supply, logistics and distribution of such devices, equipment or materials. By making this site and the Services available, AdvaMed does not, and does not intend to, endorse any particular company, product or technology.

  1. Authority to Bind

If you use the Services on behalf of an entity or other organization: (a) that entity or organization agrees to be bound by these Terms; (b) you represent that you are authorized to bind that entity or organization to these Terms; (c) you and that entity or organization will be fully responsible for the acts or omissions of any other user that accesses the Services on behalf of that entity or organization, including any breach of these Terms committed by those users, and (d) all references to “you” throughout the remainder of these Terms will refer collectively to you, that entity or organization and any other user that uses the Services on behalf of that entity.

  1. Content

  • The Services allow you to submit and publish content, including text, form responses, designs, files and other materials (collectively, “Content”). Except for the limited license you grant below, as between you and AdvaMed, you retain all rights in and to your Content.

  • You grant AdvaMed and its affiliates a nonexclusive, royalty-free, worldwide, fully paid, perpetual and irrevocable and sublicensable license to your Content solely for the purpose of providing the Services, including the rights to use, reproduce, create derivative works from, distribute, publicly perform and publicly display your Content. This license includes the right to create and share aggregated and de-identified data publicly or with select third parties for the purpose of helping to support the overall goal of increasing supply of the devices, equipment and materials.

  • If you submit Content via the Services, the license you grant under Section 2(b) for such Content is sublicensable to other users of the Services that you approve for access to your Content. If you submit a request via the Services for access to another user’s Content, the license you grant above for Content you provide in connection with such request is sublicensable to each user that you submit an inquiry to via the Services.

  • You represent and warrant that you have all rights necessary to grant the licenses described above. The provider of Content is solely liable for that Content. You acknowledge and agree that AdvaMed will have no liability for any Content. AdvaMed is not a party to any contract or other agreement that may be reached between users of this MedDeviceNetwork site for the sale, delivery, supply, logistics, distribution, and/or related services concerning devices, equipment or materials, and will have no liability for any act or omission related to performance by you or the counterparty in any such agreement. AdvaMed has no obligation to screen, edit, update, delete or monitor Content, but reserves the right to do so at any time without notice.

  1. Information and Access

You represent and warrant that you will only provide accurate information via the Services and will promptly update the information if it changes. You agree to comply with any other terms or agreements made available via the Services, including any nondisclosure or confidentiality agreement that you enter into with any other users of the Services (“Confidentiality Agreement”). AdvaMed will not be a party to any Confidentiality Agreement and will have no liability for any act or omission related to performance by you or the counterparty to your Confidentiality Agreement. Any obligation of any user of the Services to remove or delete any Content previously licensed to it will be solely pursuant to the Confidentiality Agreement. You: (a) are solely responsible for approving access requests to your Content; and (b) acknowledge that any access you grant to your Content may enable access by any person that works on behalf of the same entity or organization as the requester.

  1. Prohibited Conduct and Content

  • You agree not to:

  1. violate any applicable law, contract, intellectual property right or other third-party right or commit a tort;

  2. access or attempt to access any portion of the Services that you are not expressly authorized to access;

  3. sell or resell access to the Services or any Content made available via the Services;

  4. copy, reproduce, distribute, publicly perform or publicly display all or portions of the Services, except as expressly permitted by AdvaMed or its licensors;

  5. modify the Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon the Services;

  6. use the Services other than for their intended purpose described in these Terms and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;

  7. reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Services;

  8. use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from the Services; or

  9. develop or use any applications that interact with the Services without AdvaMed’s prior written consent.

  • You will not submit or otherwise transmit any Content that violates any applicable law or that:

  1. is libelous, defamatory, fraudulent, or that violates any right of any other party (including privacy or publicity rights);

  2. infringes or misappropriates any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;

  3. impersonates, or misrepresents your affiliation with, any person or entity;

  4. contains any unsolicited promotions, advertising or solicitations;

  5. contains any private or personal information of a person without that person’s prior consent;

  6. contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or

  7. in AdvaMed’s sole judgment, is objectionable, injurious to AdvaMed’s reputation or may expose AdvaMed or others to any harm or liability of any type.

  • Enforcement of this Section 4 is solely at AdvaMed’s discretion, and failure to enforce this section in any instance does not constitute a waiver of AdvaMed’s right to enforce it in other instances. In addition, this Section 4 does not create any private right of action on the part of any party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms. If you think somebody is violating your copyrights, email legal@advamed.org.

5. Ownership; Limited License

The Services, including all text, graphics, images, photographs, videos, illustrations and other information contained in the Services, but excluding the Content provided by you and others, are owned by AdvaMed and its licensors. For all other purposes in these Terms, the term “Services” will be interpreted to include all Content made available therein. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by AdvaMed and its licensors. Subject to your compliance with these Terms, you are granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use the Services solely to conduct discussions regarding the manufacturing and supply of ventilators, personal protective equipment and related products and services. Any use of the Services other than as specifically authorized herein, without AdvaMed’s prior written permission, is strictly prohibited, and will terminate the license granted in this section.

6. Modifying and Terminating the Services

AdvaMed reserves the right to modify the Services or to suspend or stop providing all or portions of the Services at any time. You also have the right to stop using the Services at any time. AdvaMed is not responsible for any loss or harm related to your inability to access or use the Services.

7. Indemnification

You will indemnify, defend and hold harmless AdvaMed and its affiliates and its and their respective officers, directors, agents, partners and employees (individually and collectively, the “AdvaMed Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to your access to or use of the Services, including your Content or your breach of these Terms. You agree to promptly notify the AdvaMed Parties of any third-party Claims, cooperate with AdvaMed Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). At AdvaMed's sole option, the AdvaMed Parties will have the right to control the defense or settlement of any third-party Claims at your cost. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and AdvaMed or the other AdvaMed Parties.

8. Disclaimers

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, THE SERVICES AND ANY CONTENT THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, ADVAMED DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. ADVAMED DOES NOT CONTROL OR ENDORSE, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, ANY CONTENT OR THE PRODUCTS OR SERVICES OF ANY THIRD PARTY THAT ARE REFERENCED VIA THE SERVICES. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES.

9. Limitation of Liability

  • TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ADVAMED AND THE OTHER ADVAMED PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF ADVAMED OR THE OTHER ADVAMED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF ADVAMED AND THE OTHER ADVAMED PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF $100 OR THE AMOUNT PAID BY YOU TO USE THE SERVICES (IF ANY).

  • THE LIMITATIONS SET FORTH IN THIS SECTION 9 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

10. Miscellaneous

  1. AdvaMed Terms of Service and Privacy Policy. Your use of the Services is subject to these Terms in addition to the AdvaMed Privacy Policy.

  2. Export Compliance. You must comply with all applicable export compliance laws in connection with your use of the Services, including by ensuring that no Content is exported or re-exported to any country, person or entity in violation of any U.S. sanctions or export controls (including to any sanctioned or restricted entities). Without limiting the foregoing, you may not export or otherwise transfer any Content made available via the Services to: (i) any country or region to which the United States has embargoed goods or services, (each, a “Restricted Country”); (ii) any person that is a resident or otherwise located in or under the control of any Restricted Country; (iii) any person identified as a “Specially Designated National” by the Office of Foreign Assets Control; or (iv) any person placed on the U.S. Commerce Department’s Entity List, Denied Persons List, or Unverified List (each of (ii)-(iv), a “Restricted Person”). You further represent and warrant that you are not a Restricted Person.

  3. Amendments. AdvaMed may make changes to these Terms from time to time. If AdvaMed makes changes, AdvaMed will provide you with notice of such changes, such as by sending an email, providing a notice through the Services or updating the date at the top of these Terms. Unless AdvaMed says otherwise in our notice, the amended Terms will be effective immediately, and your continued use of the Services after AdvaMed provides such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using the Services.

  4. Assignment. You may not assign or transfer your rights or obligations under these Terms, and any attempt to do so is void.

  5. No Waiver. AdvaMed will not be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.

  6. No Agency. These Terms do not create any agency, partnership, or joint venture between the parties.

  7. No Third-Party Beneficiaries. These Terms do not confer any benefits on any third party unless it expressly states that it does.

  8. Entire Agreement. These Terms state all the terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into these Terms, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in these Terms.

  9. Severability. If any part of these Terms is invalid, illegal, or unenforceable, the rest of these Terms will remain in effect.

  10. Governing Law. ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE DISTRICT OF COLUMBIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW. THE PARTIES AGREE THAT THE COURTS LOCATED IN THE DISTRICT OF COLUMBIA WILL BE THE SOLE VENUE AND WILL HAVE SOLE JURISDICTION FOR THE RESOLUTION OF ALL DISPUTES ARISING UNDER THIS AGREEMENT.