CovaMed Terms of Use agreement

TERMS-OF-USE AGREEMENT

Welcome to the Covalent Medical, Inc. (“CovaMed”) website (the “Site”). Please read the following terms of use, which constitute a license and agreement for your use of this Site, the products and services described on this Site and any transactions that you engage in through this Site (the “Agreement”). By accessing, viewing, or otherwise using this Site, you acknowledge that you have read, understand and agree with these terms and to comply with all applicable laws and regulations. If you do not wish to be bound by these terms, please do not use this Site.

USE OF SITE

The terms "you" and "your" as used herein apply to any person or company that views, uses or copies any portion of this Site or the Content provided. You are responsible for any use and misuse of this Site by your affiliates, agents, employees or any other person that accesses this Site by means of your equipment, account or assistance, whether with or without your permission. If you are using this Site on behalf of an organization which has registered to use this Site, you represent and warrant to CovaMed that you are expressly authorized to participate on behalf of the organization and that all activities you undertake on this Site are done on behalf of the organization. You agree to be bound by any affirmation, assent, or agreement you transmit through this Site, including but not limited to any consent you give to receive communications from CovaMed solely through electronic transmission. You agree that when in the future you click on an "I agree," "I consent," or other similarly worded "button" or entry field with your mouse, keystroke, or other computer device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

CovaMed welcomes your feedback, questions, ideas and comments (“Submissions”). CovaMed may utilize any Submissions for any purpose including commercial gain and is not obligated to keep any Submissions confidential. If you wish to submit any proprietary or confidential information to us, please contact CovaMed directly for proper arrangements. You are responsible for obtaining and maintaining access to the Site, including any service fees associated with such access and all necessary equipment.

MODIFICATIONS TO AGREEMENT

CovaMed may revise this Agreement at any time and any such modifications or any new information or features will become effective upon the date they are first posted to this Site. You agree to be bound by the revised Agreement. It is your responsibility to return to this Agreement from time to time to review the most current terms and conditions. CovaMed does not and will not assume any obligation to notify you of changes to this Agreement. Without limiting its other remedies, CovaMed may immediately discontinue, modify, suspend, or restate any information or data on this Site at any time in its sole discretion.

OWNERSHIP AND USE OF INFORMATION

The information and data displayed, contained or referenced in this Site, including all images, designs, writings, graphs, data, ideas and other materials (the “Content”) has been prepared from appropriate and available sources. While every effort has been made to ensure that Content is accurate and complete, the Content may contain inaccuracies and/or errors. CovaMed does not certify, assess, verify or guarantee the adequacy, sequencing, accuracy or completeness of any of the Content. The Content is provided on an “AS IS” and “AS AVAILABLE” basis. Each user assumes the entire risk of the use of the Content and is responsible to use it appropriately, for general informational purposes, and not as an exclusive basis for decision-making or for the preparation of reports, statements or other information. Each user should exercise due caution and seek independent advice before entering into any legal or financial obligation based on any of the Content. The user waives all rights, damages and claims based on any detrimental effects or harmful reliance placed by the user on any such Content. CovaMed is not providing any investment, legal, tax or accounting advice by use of the Content. CovaMed shall not be liable for any claims or losses of any nature, arising directly or indirectly, from the use or application of the Content provided.

The Content is the property of CovaMed and, where applicable, is protected by copyrights, trademarks, trade secrets and other proprietary rights. Permission is granted to display and download Content from this Site solely for your informational and personal/non-commercial use strictly in accordance with the authorized uses described herein. Any other use, reproduction or editing by any means, mechanical or electronic, without the express written permission of CovaMed is strictly prohibited. You agree to retain all copyright and other proprietary notices on all copies of the Content, to comply with all copyright laws worldwide in your use of this Site and to prevent unauthorized copying or disclosure of the Content. Except as expressly provided, CovaMed does not grant you any express or implied right in or under any patents, trademarks, copyrights, or other proprietary information.

The following are some of the trademarks and service marks of Covalent Medical, Inc.: CovaMed™, CovaBond™ and CovaStat™. CovaMed also claims trademark rights to other marks, which may not be listed specifically. THESE NAMES AND MARKS MAY NOT TO BE USED WITHOUT THE EXPRESS WRITTEN PERMISSION OF COVAMED. All registered and pending patents and patent applications described or referenced herein are the sole property of CovaMed. No licence, interest, or right to any of these patents, technologies and/or other intellectual property rights is granted or implied. You may refer to the URL of this Site, but you may not link to this Site without the prior written approval of CovaMed. Other trademarks, trade names and service marks are the property of their respective owners. Any reference to a company, product, service or publication does not imply CovaMed’s approval or recommendation of that company, product, service or publication.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless CovaMed, its affiliates, agents, employees, and licensors from and against any and all claims and expenses, including reasonable attorney fees, arising out of or related in any way to your use of the Site or the Content provided, or to any violation of this Agreement, any applicable law or regulation and/or any other proprietary or privacy right.

HYPERLINK DISCLAIMERS

As a convenience to you, we may provide on this Site links to sites operated by other individuals and companies (collectively the "Linked Sites"). If you use any Linked Sites, you will leave this Site. If you decide to visit any Linked Site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. Linked Sites are not maintained, controlled, or otherwise governed by CovaMed and the content, accuracy, opinions expressed, and the links provided by those sites are not investigated, verified, monitored, or endorsed by CovaMed. CovaMed does not endorse, make any representations regarding or warrant any information, goods, and/or services appearing and/or offered on any Linked Site, other than linked information authored by CovaMed. Links do not imply that is authorized to use any trademark, trade name, logo or copyright symbol of CovaMed or any of its affiliates or subsidiaries. Except for links to information authored by CovaMed, CovaMed will not be liable or responsible for any claim or theory based upon (i) any Linked Site; (ii) any information and/or content found on any Linked Site; or (iii) any site(s) linked to or from any Linked Site. If you decide to visit any Linked Sites and/or transact any business thereon, you do so at your own risk. CovaMed reserves the right to discontinue any Linked Site at any time without prior notice. Please contact the webmasters or other representatives of any Linked Sites concerning any information, goods, and/or services appearing thereon.

DISCLAIMER OF WARRANTY

You expressly agree that use of this Site is at your sole risk. Neither CovaMed, its affiliates, nor any of their officers, directors, employees, agents, third-party content providers, or licensors (collectively, "Providers"), warrant that this Site will be uninterrupted or error-free; nor do they make any warranty as to the products, services or results that may be obtained from the use of this Site, or as to the accuracy, completeness, reliability, security, or currency of the Content on the Site. Similarly, the limitations on the use of the Site described in the “Ownership and Use of Information” Section above are incorporated herein.

THIS SITE AND THE CONTENT OF THIS SITE ARE PROVIDED ON AN "AS IS," "WHERE IS," AND "WHERE AVAILABLE" BASIS. COVAMED MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, THE CONTENT, INFORMATION, OR THE MATERIALS ON THIS SITE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, COVAMED EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, WITH RESPECT TO ANY OF THE MATERIALS, CONTENT, OR INFORMATION ON THIS SITE OR ANY GOODS OR OTHER PRODUCTS OR SERVICES OFFERED, SOLD, OR DISPLAYED ON THIS SITE OR YOUR USE OF THIS SITE GENERALLY, INCLUDING WARRANTIES OF MERCHANTABILITY, ACCURACY OF INFORMATION, QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW APPLIES TO THIS AGREEMENT.

LIMITATION OF LIABILITIES

YOU AGREE THAT COVAMED AND ITS PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, OR EXPENSE OF ANY KIND ARISING OUT OF OR RESULTING FROM YOUR ACCESS TO, POSSESSION OF OR USE OF THE MATERIALS, CONTENT, OR INFORMATION ON THIS SITE REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE. IN NO EVENT, INCLUDING, WITHOUT LIMITATION, A NEGLIGENT ACT, SHALL COVAMED OR ANY OF ITS PROVIDERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR INTERRUPTION OF BUSINESS), ARISING OUT OF OR IN ANY WAY RELATED TO THE MATERIALS, CONTENT, OR INFORMATION ON THIS SITE OR ANY OTHER PRODUCTS, SERVICES, OR INFORMATION OFFERED, SOLD, OR DISPLAYED ON THIS SITE, YOUR USE OF, OR INABILITY TO USE, THIS SITE GENERALLY, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER COVAMED OR ANY OF ITS PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. Any cause of action you may have with respect to your use of this Site must be commenced within one (1) year after the claim or cause of action arises.

CONTROLLING LAW, JURISDICTION AND INTERNATIONAL USERS

This Agreement is governed by and shall be construed in accordance with the laws of the State of Michigan, U.S.A., without reference to its conflicts of laws provisions. CovaMed makes no representation that the materials are appropriate or available for use outside the United States. If you access this site from outside the United States, you will be responsible for compliance with all international and local laws. You agree to comply with all laws and regulations applicable to your use of this Site. You agree to submit to the personal and exclusive jurisdiction of the state or federal courts located within Washtenaw County, Michigan for any disputes with CovaMed arising out of your use of this Site. All products and services referenced are provided subject to any applicable tariffs and any accompanying terms and conditions.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between CovaMed and you with respect to this Site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and CovaMed with respect to this Site. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If for any reason a court of competent jurisdiction finds any provision of this Agreement or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to implement the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.