New Age Medical
Terms of Use
Last Updated/Effective Date: October 9, 2024
The newagemedical.com website is owned and operated by New Age Medical, LLC, a Missouri limited liability company, together with its affiliates, subsidiaries, and parents (“New Age Medical,” “we,” “our,” or “us”). These Terms of Use (“Terms”) are intended to make you aware of the terms and conditions of your use of our website and any related content or information therein (the “Site”). We reserve the right to update and modify these Terms at any time without prior notice. Any modifications to these Terms will be effective immediately upon posting of the updated Terms on the Site. Your continued use of the Site following a notice of updated Terms constitutes your acceptance to be bound by any changes.
PLEASE READ THIS AGREEMENT CAREFULLY. THESE TERMS FORM A LEGALLY ENFORCEABLE AGREEMENT. BY USING THE SITE, ACCESSING ANY INFORMATION FROM THIS SITE, BENEFITTING FROM THE SITE, POSTING OR DOWNLOADING CONTENT OR ANY OTHER INFORMATION TO OR FROM THE SITE, OR MANIFESTING YOUR ASSENT TO THESE TERMS IN ANY OTHER MANNER, YOU HEREBY UNEQUIVOCALLY AND EXPRESSLY AGREE TO BE BOUND BY, AND SHALL BE SUBJECT TO, THESE TERMS. IF YOU DO NOT UNEQUIVOCALLY AGREE TO THESE TERMS, YOU MAY NOT USE OR OTHERWISE ACCESS, BENEFIT FROM, POST OR DOWNLOAD CONTENT OR ANY OTHER INFORMATION TO OR FROM THE SITE.
PLEASE NOTE THAT YOUR USE OF THE SITE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 7 OF THIS AGREEMENT, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. PLEASE CAREFULLY REVIEW SECTION 7 OF THIS AGREEMENT FOR MORE INFORMATION.
1. SITE GENERALLY; PROHIBITED USES.
1.1. Site Generally. At New Age Medical, we are a leading provider of spinal implants, orthobiologics and related products. We strive to provide full-service solutions to surgeons and healthcare systems. You can use the Site to learn more about New Age Medical. By accessing the Site, you represent and warrant that: (i) all information you submit is accurate and truthful and you will maintain the accuracy of such information and (ii) you are legally permitted to use and access the Site and take full responsibility for your access, selection and use of the Site.
1.2 License Grant. Subject to the other provisions of this Agreement, New Age Medical grants to you a non-transferable, non-exclusive, worldwide limited right to access and use the Site for your internal business processes. You may use the Site only for lawful purposes and in accordance with these Terms.
1.3. Prohibited Uses. You will not use the Site in any way that: (i) is fraudulent, deceptive, threatening, abusive, harmful, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable or illegal; (ii) infringes or violates the intellectual property rights or proprietary rights, or rights of publicity or privacy, or other rights of any third party; (iii) misrepresents the source or identity of you or any material, information or content you provide; (iv) uploads, installs, constitutes, or embeds malware, virus(es), worm(s), Trojan horse(s), or other harmful content or code, or violates the security of another computer network; (v) impersonates, or falsely indicates a relationship or an affiliation with, any person or entity; (vi) engages in or furthers any fraudulent, abusive, or otherwise illegal activity; (vii) sends or causes the transmission of unauthorized communications, spam, or junk mail; (viii) unleashes manual or automated software, devices, or other processes to “crawl” or “spider” any page or Content on the Site; (ix) decompiles, reverse engineers, or otherwise attempts to obtain the source code of the Site; or (x) removes, obscures, or alters any notices or links on the Site or any of the features or tools of the Site.
1.4. Content on the Site. “Content” means any information, text, links, graphics, photos, audio, videos, or other materials or arrangements of materials uploaded, downloaded, or appearing on the Site (collectively, the “Content”). The Content we provide on the Site is not guaranteed to be accurate and may contain errors or omissions. We reserve the right to update and modify such Content at any time and at our discretion.
1.5. Right to Modify. New Age Medical reserves the right, in its sole discretion and without prior notice, to change, modify, discontinue, terminate, or suspend all or part of the Site. New Age Medical will not be liable if, for any reason, all or any part of the Site is unavailable at any time for any period.
2. YOUR SUBMISSIONS; FEEDBACK.
2.1. Your Submissions; Truthful Submissions. Except as otherwise provided in Section 1 above, you own any data, information, content, or other submissions originated by you that you submit in the course of using and/or accessing the Site (“Your Submissions”). You represent and warrant that: (i) all information submitted to us (including all information you submit on our Site or forms) is complete and accurate, and (ii) you have the right to provide us with all such information. You agree not to impersonate any individual or make or provide any misleading, false, or defamatory statements or information.
2.2. Feedback. You hereby agree to assign and hereby assign to New Age Medical any right, title and interest in and to any feedback, suggestions, ideas, enhancement requests or other similar input (“Feedback”) provided by or on behalf of you relating to the Site.
3. INTELLECTUAL PROPERTY.
Ownership of all right, title and interest in and to all intellectual property rights (including all registered and unregistered rights granted or applied for, now or hereafter existing, in or related to patent, trademark, service mark, copyright, trade secret rights, or other intellectual property rights) in the Site, and all related Content therein (other than your data and submissions) and shall remain with New Age Medical or its licensors. You acquire only the right to use and access the Site pursuant to these Terms, and you do not acquire any ownership rights or title in or to the Site. We may immediately terminate your access to our Site if we believe you are breaching these Terms or not using the Site as authorized.
4. WARRANTY DISCLAIMER.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEW AGE MEDICAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEW AGE MEDICAL MAKES NO WARRANTY THAT THE SITE (INCLUDING ANY RELATED CONTENT) WILL MEET YOR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT CONTENT FOUND ON THE SITE WILL BE ACCURATE OR RELIABLE, THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF OUR SITE WIL BE CORRECTED, THAT THE SITE AND ANY CONTENT ON THE SITE WILL BE VIRUS-FREE, OR THAT THE QUALITY OF ANY CONTENT OBTAINED THROUGH THE SITE WILL MEET YOUR EXPECTATIONS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT.
5. INDEMNITY AND LIMITATION OF LIABILITY.
5.1. Indemnity. You shall indemnify, defend and hold harmless New Age Medical against any and all loss, damage, or expense (including legal fees reasonably incurred in the defense of any claim) incurred by New Age Medical as a result of any claim, action or proceeding arising out of or related to: (i) your use or misuse of the Site and all Content provided within; (ii) your actual or alleged violation of these Terms or applicable law; (iii) your infringement or violation of any intellectual property, proprietary information, or privacy rights of any third party; and (iv) injury to person or property arising from acts or negligence, bad faith, willful misconduct or reckless disregard by you relating to the Terms or the Site.
5.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NEW AGE MEDICAL, OR ITS OFFICERS, DIRECTORS, OR EMPLOYEES BE LIABLE FOR DAMAGES (INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES), OF ANY KIND ARISING OUT OF OR RELATED TO YOUR ACCESS OF, USE OF, OR INABILITY TO ACCESS OR USE, THIS SITE OR OTHER WEBSITES TO WHICH IT LINKS (INCLUDING THIRD-PARTY MATERIALS). THIS INCLUDES, BUT IS NOT LIMITED TO, CONTENT DOWNLOADED FROM THIS SITE OR OTHER LINKED WEBSITES, APPLICATIONS, FORMS OR OTHER RESOURCES OR MATERIALS THAT APPEAR TO YOU OR ARE CONSTRUED BY YOU TO BE OBSCENE, OFFENSIVE, DEFAMATORY, OR INFRINGING ON YOUR INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT WILL NEW AGE MEDICAL OR THIRD PARTIES THAT CONTRIBUTE INFORMATION TO THE SITE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION OR ACTION TAKEN BY YOU IN RELIANCE OF SUCH INFORMATION, EVEN IF WE HAVE BEEN ADVISED OF OR ARE AWARE OF THE POSSIBILITY OF THESE DAMAGES. TO THE EXTENT THE FOREGOING IS NOT APPLICABLE OR ENFORCEABLE UNDER APPLICABLE LAW, OUR TOTAL LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER OR RELATED TO THESE TERMS AND THE SITE PROVIDED IS LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING ONE HUNDRED US DOLLARS ($100). THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NEW AGE MEDICAL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOST PROFITS OR REVENUE OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE ARE AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
6. TERM AND TERMINATION.
These Terms remain in effect until the earlier of: (i) the date which you terminate your access to the Site; (ii) the date which we terminate your access to the Site; or (iii) the date we cease provision of the Site. New Age Medical may terminate or suspend your access to the Site (and/or any feature thereof) at any time, for any reason, without warning, and in our sole discretion, which may result in the forfeiture and destruction of all information you provide, upload, or otherwise submit to the Site.
7. DISPUTE RESOLUTION.
Any claim, dispute, or controversy arising out of or relating to the Site, or the breach, termination, enforcement, interpretation or validity of this Agreement, will be resolved exclusively by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be held in Chesterfield, Missouri. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any aware may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement the parties may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
8. LINK TO THIRD PARTY SITES.
The Site may provide links to other websites. We do not endorse, warrant or guarantee the products or services available through any third-party offer (or any third-party products or services advertised on or linked from our Site), whether or not sponsored, and we are not an agent or broker or otherwise responsible for the activities or policies of those websites. If you elect to use or purchase services or products from any third party or elect to provide, or grant access to, your information to any third party, you and your information are subject to their terms and conditions and privacy policy. We are not responsible for the products and services offered by any third party.
9. MISCELLANEOUS.
9.1. Privacy Notice. For information regarding New Age Medical’s treatment of personal information, please review our current Privacy Notice here https://newagemedical.com/privacy-policy.
9.2. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, terrorism, hostility, or sabotage or other criminal attack; act of God; electrical, internet, or telecommunication interruption or outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license) or changes in law hindering or preventing Company’s performance; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than twenty (20) days, either party may terminate upon written notice.
9.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Missouri and the United States, without regard to conflict of law provisions thereof. Any legal proceedings that arise under these Terms shall be brought in state or federal courts located in St. Louis County, Missouri.
9.4. Relationship of the Parties. This Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between you and us. You may not bind New Age Medical or incur obligations on our behalf.
9.5. Assignment. You shall not assign this Agreement, or any of the rights or obligations hereunder without the prior written consent of New Age Medical. Assignments made in violation of this Section will be null and void and of no force or effect. This Agreement binds and inures to the benefit of the parties and the respective permitted successors and assigns.
9.6. Entire Agreement; Severability. This Agreement sets forth the entire and exclusive understanding and license between you and New Age Medical and supersedes and cancels all previous written and oral agreements, communications, and other understandings related to the subject matter of this Agreement. All modifications must be in writing signed by both parties, except as otherwise provided herein. If any provision of this Agreement is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain unaffected.
9.7. Waiver. No waiver by New Agre Medical of any right or provision under this Agreement shall constitute a subsequent waiver of such right or provision or any other rights or provisions under this Agreement. Failure to act or delay in acting by New Age Medical shall not constitute a waiver of any right or remedy.
9.8. Survival. Those provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive.
9.9. Contact. All inquiries about these Terms may be directed to New Age Medical at [email protected].