Terms & Conditions
Last Updated: January 4, 2017
1. Eligibility. The Online Services is not intended for anyone under the age of 18. You represent that you meet the eligibility requirements in this Section and affirm that you are over the age of 18.
3. Modification of the Terms. From time to time, Company may change, modify, add, or remove portions of the Terms, and reserves the right to do so in its sole discretion. If we modify the Terms, we will make them available through the Online Services, and indicate the date of the latest revision. We encourage users to review the Terms periodically for changes. In the event that the modifications materially alter your rights or obligations hereunder we will make reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access the Online Services for the first time after such material changes are made. All amended Terms automatically take effect 5 days after they made available through the Online Services, except that (i) disputes between you and Company will be governed by the version of the Terms that was in effect on the date the dispute arose and (ii) if you do not agree with any changes to the Terms, you may terminate these Terms by ceasing use of the Online Services. Your continued use of the Online Services after revised Terms have become effective indicates that you have read, understood and agreed to the current version of the Terms.
4. Online Services Access and Use.
(a) Grant and Restrictions. Company grants you permission to use the Online Services as set forth in these Terms, provided that and for so long as (i) you use the Online Services solely for your personal use; (ii) except as expressly permitted in these Terms, you do not download, reproduce, redistribute, retransmit, publish, resell, distribute, publicly display or otherwise exploit any portion of the Online Services in any medium without Company’s prior written authorization; (iii) you do not alter or modify any part of the Online Services other than as may be reasonably necessary to use the Online Services for its intended purposes; (iv) you do not engage in any of the prohibited uses described below; and (v) you otherwise fully comply with these Terms. The Online Services is controlled and offered by Company from its facilities in the United States.
(b) No Medical Advice. The Online Services are not intended to be used as medical advice, diagnosis, or treatment of any medical condition or health problem, and you should seek all such medical advice, diagnosis, or treatment from your physician. Your use of the Online Services does not create an express or implied physician-patient relationship between you and Company or its agents. Company makes no warranties whatsoever, express or implied, regarding the accuracy, completeness, timeliness, or usefulness of the Online Services. Company does not assume any risk whatsoever for your use of the Online Services or the results thereof. In using the Online Services, you agree that Company shall not be liable or otherwise responsible for any decision made or any action taken or any action not taken due to your use of the Online Services. Company does not assume any responsibility for any medical treatment of individuals using the Online Services. You assume the risk of the limitations inherent in the Online Services and understand that no warranty or guarantee is made concerning any particular result. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 OR SEEK EMERGENCY MEDICAL HELP.
5. Ownership; Proprietary Rights. The Online Services including without limitation any methods of operation, moral rights, documentation, software, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, and all other elements of the Online Services that are provided by Company (“Company Materials”) are owned and/or licensed by Company. Except as expressly authorized by Company, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Online Services or the Company Materials. Company reserves all rights not expressly granted in these Terms. You shall not acquire any right, title, or interest to the Company Materials, except for the limited rights set forth in these Terms.
6. Account Information and Purchases.
(a) Account Information. In order to access certain of the Online Services, you may have to create an account. You acknowledge, consent, and agree that Company may access, preserve and disclose your account information if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce the Terms; (iii) provide certain customized features of the Online Services to you, if any; (iv) respond if you contact Company for any reason; or (v) protect the rights, property, or personal safety of Company, its other Users, and the public.
(b) Purchases. The Online Services provides an online platform to purchase certain Company products (“Products”). When you place an order for Products through the Online Services, you agree to the terms and conditions of purchase as set forth in our Purchases and Returns Policy at Terms & Conditions. Our store is hosted on Shopify Inc., who provides us with the online e-commerce platform that allows us to sell our products to you.
7. Password. If you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and mobile devices, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), you shall immediately notify Company. YOU ARE SOLELY LIABLE FOR LOSSES INCURRED BY YOU, COMPANY OR OTHERS DUE TO ANY UNAUTHORIZED USE OF YOUR ACCOUNT.
8. Links and Third Party Websites; Integrated Services. Company, Users and other third parties may provide links on the Online Services to other sites, including the content therein (“Reference Sites”). Company has no control over such Reference Sites or their content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of Reference Sites or other content linked to by the Online Services. Company provides links to you only as a convenience, and the inclusion of any link on the Online Services does not imply our affiliation, endorsement, or adoption of the linked Reference Site or other content or any information therein. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, CONTENT, MATERIAL, PRODUCTS, AND ONLINE SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK. Our terms and policies do not govern your use of any site other than the Online Services. You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.
9. Online Services Availability. Company may make changes to or discontinue any of the media, products, or services available within the Online Services at any time, and without notice. The media, products, or services on the Online Services may be out of date, and Company makes no commitment to update these materials on the Online Services.
10. Prohibited Uses of the Online Services.
(a) As a condition of your use of the Online Services, you hereby represent and warrant that you will not use the Online Services for any purpose that is unlawful or prohibited (including, without limitation, the prohibitions in this Section) by these Terms.
(b) Any use by you of any of the Company Materials and Online Services other than for your personal use is strictly prohibited. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the Online Services for any purpose other than for your personal or business use.
(c) You agree not to use the Online Services if you do not meet the eligibility requirements described in Section 1 above.
(d) You agree not to use cheats, exploits, automation software, bots, hacks, mods or any unauthorized third party software designed to modify or interfere with the Online Services.
(e) You agree not to intentionally interfere with or damage, impair or disable the operation of the Online Services or any User’s enjoyment of it by any means, including but not limited to uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code, or placing a disproportionate load on the Online Services with the intended result of denying Online Services to other Users.
(f) You agree not to remove, circumvent, disable, damage or otherwise interfere with any security- related features of the Online Services, features that prevent or restrict the use or copying of any part of the Online Services, or features that enforce limitations on the use of the Online Services.
(g) You agree not to attempt to gain unauthorized access to the Online Services or any part of it, other accounts, computer systems or networks connected to the Online Services or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Online Services or any activities conducted through the Online Services.
(h) You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the Online Services. You agree neither to modify the Online Services in any manner or form, nor to use modified versions of the Online Services, including (without limitation) for the purpose of obtaining unauthorized access to the Online Services.
(i) You agree that you will not use any robot, spider, scraper, or other automated means to access the Online Services for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Online Services.
(j) You agree not to utilize framing techniques to enclose any trademark, logo, or other Company Materials without our express written consent. You agree not to use any meta tags or any other “hidden text” utilizing Company’s name or trademarks without Company’s express written consent.
(k) You agree not to use any Company logos, graphics, or trademarks as part of the link without our express written consent.
(l) You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Online Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
(m) You agree not to modify, adapt, translate, or create derivative works based upon the Online Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
(n) You agree not to impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
(o) You agree to monitor your user account to restrict use by minors, and you will deny access to children under the age of 13. You accept full responsibility for any unauthorized use of the Online Services by minors in connection with your user account. You are responsible for any use of your credit card or other payment instrument (e.g. Paypal) by minors.
(p) You agree not to have more than one user account, at any given time, and shall not create an user account using a false identity or information, or on behalf of someone other than yourself.
(q) You agree not to have a user account or use the Online Services if you have previously been removed by Company or previously been banned from using the Online Services.
(r) You agree not to collect, harvest or post anyone’s private information, including personally identifiable information (whether in text, image or video form), identification documents, or financial information through the Online Services.
(s) You agree not to upload or transmit or attempt to upload or transmit, without Company’s express permission, any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats (“gifs”), 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).
(t) You agree not to engage in any act that Company deems to be in conflict with the spirit or intent of the Online Services, including but not limited to circumventing or manipulating these Terms, our Online Services rules, Online Services mechanics or policies.
(u) You agree not to make improper use of Company’s support services, including by submitting false abuse reports or using profane and abusive language in your communications with our support personnel.
11. Feedback. You agree that any feedback, analysis, suggestions and comments to Company provided by you (collectively, “Feedback”) will become the property of Company. AS FURTHER CONSIDERATION FOR YOUR ACCESS TO THE ONLINE SERVICES, USER HEREBY ASSIGNS TO COMPANY ALL RIGHT, TITLE AND INTEREST, INCLUDING ALL INTELLECTUAL PROPERTY RIGHTS, IN AND TO THE FEEDBACK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, USER AGREES THAT COMPANY SHALL HAVE THE PERPETUAL, IRREVOCABLE AND WORLDWIDE RIGHT TO USE, COPY, DISPLAY, PERFORM, TRANSLATE, MODIFY, LICENSE, SUBLICENSE AND OTHERWISE EXPLOIT ALL OR PART OF THE FEEDBACK OR ANY DERIVATIVE THEREOF IN ANY EMBODIMENT, MANNER OR MEDIA NOW KNOWN OR HEREAFTER DEVISED WITHOUT ANY REMUNERATION, COMPENSATION OR CREDIT TO USER. User represents and warrants that User has the right to make the foregoing assignment and to grant to Company the rights granted under this Section and that any Feedback which is provided by User to Company does not infringe any third-party intellectual property rights. Notwithstanding the foregoing assignment, Company grants to you a non-exclusive, non-transferable, non-sublicensable, world-wide, perpetual and irrevocable license to use the Feedback for your own personal, non-commercial purposes that do not compete, directly or indirectly, with our use of such Feedback.
13. INDEMNIFICATION; HOLD HARMLESS. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS COMPANY, AND ITS PARENT, SUBSIDIARIES, AFFILIATES OR ANY RELATED COMPANIES (INCLUDING THOSE WHICH SHARE SUBSTANTIALLY COMMON OWNERSHIP), AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF ANY OF THEM FROM ANY AND ALL CLAIMS, LOSSES, OBLIGATIONS, DAMAGES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF (I) YOUR USE OR MISUSE OF THE ONLINE SERVICES; (II) YOUR VIOLATION OF THESE TERMS; (III) YOUR VIOLATION OF THE RIGHTS OF ANY OTHER PERSON OR ENTITY; (IV) YOUR BREACH OF THE FOREGOING REPRESENTATIONS, WARRANTIES, AND COVENANTS; AND (V) ANY UNAUTHORIZED USE OF YOUR ACCOUNT NOT CAUSED BY COMPANY. COMPANY RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER GIVING RISE TO YOUR INDEMNIFICATION OBLIGATIONS WITHOUT THE PRIOR WRITTEN CONSENT OF COMPANY. COMPANY WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.
14. DISCLAIMERS; NO WARRANTIES.
(a) ACKNOWLEDGMENT. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 14, AND SECTIONS 15 AND 16 BELOW, THE TERM COMPANY INCLUDES COMPANY’S PARENT, SUBSIDIARY, AFFILIATED AND OTHER RELATED COMPANIES (INCLUDING THOSE WHICH SHARE SUBSTANTIALLY COMMON OWNERSHIP) AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, AGENTS AND SUBCONTRACTORS.
(B) NO WARRANTIES. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE ONLINE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
(C) “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS.” YOU EXPRESSLY AGREE THAT THE USE OF THE ONLINE SERVICES IS AT YOUR SOLE RISK. THE ONLINE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
(D) ONLINE SERVICES OPERATION. COMPANY DOES NOT WARRANT THAT THE COMPANY MATERIALS, THE ONLINE SERVICES, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE ONLINE SERVICES OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
(E) ACCURACY. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE ONLINE SERVICES OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
(F) HARM TO YOUR COMPUTER OR MOBILE DEVICE. YOU UNDERSTAND AND AGREE THAT YOUR USING, ACCESSING, DOWNLOADING, OR OTHERWISE OBTAINING INFORMATION, MATERIALS, OR DATA THROUGH THE ONLINE SERVICES (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE) OR LOSS OF DATA THAT RESULTS FROM THE USE OR DOWNLOAD OF, OR OTHER ACCESS TO SUCH MATERIAL OR DATA.
15. LIMITATION OF LIABILITY AND DAMAGES.
(A) LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL COMPANY OR ITS THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OF, OR THE INABILITY TO USE THE ONLINE SERVICES, OR ANY OTHER INTERACTIONS WITH COMPANY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(B) LIMITATION OF DAMAGES. IN NO EVENT SHALL COMPANY OR ITS THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE ONLINE SERVICES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF ONE HUNDRED DOLLARS (USD $100) OR ONE-HALF OF THE ANNUAL FEES PAID BY YOU (IF APPLICABLE) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THAT SUCH CLAIM AROSE.
(C) THIRD PARTY PRODUCTS AND ONLINE SERVICES. SOME USERS MAY USE THE ONLINE SERVICES TO MARKET PRODUCTS AND/OR ONLINE SERVICES. THE ABOVE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY SUCH PRODUCTS OR ONLINE SERVICES MARKETED, SOLD OR PROVIDED BY USERS, OR OTHERWISE BY THIRD PARTIES OTHER THAN COMPANY AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE ONLINE SERVICES OR THIRD PARTY SITES, INCLUDING WITHOUT LIMITATION ANY REFERENCE SITES.
16. LIMITATIONS BY APPLICABLE LAW; BASIS OF THE BARGAIN.
(A) LIMITATIONS BY APPLICABLE LAW. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
(B) BASIS OF THE BARGAIN. YOU ACKNOWLEDGE AND AGREE THAT COMPANY HAS OFFERED ITS PRODUCTS AND ONLINE SERVICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND COMPANY, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY. YOU ACKNOWLEDGE AND AGREE THAT COMPANY WOULD NOT BE ABLE TO PROVIDE THE ONLINE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
(a) Notice. Company may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings on the Online Services. If Notice is by e-mail or mail, it will be provided to the e-mail or regular mailing address provided by you with your account information and it is your responsibility to update such account information for any changes. Notice to you will be deemed given twenty-four hours after an email is sent, unless Company is notified that the email address is invalid, and if through postal mail, three days after the date of mailing.
(b) Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
(c) Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or the Online Services shall be filed only in the state or federal courts in and for the County of Santa Clara and State of California and you hereby consent and submit to the personal and exclusive jurisdiction and venue of such courts for the purposes of litigating any such action.
(d) Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Company to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
(e) Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
(f) Assignment. The Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
(g) No Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of these Terms or use of the Online Services. You further acknowledge that by submitting User Content or other Contributed Content, no confidential, fiduciary, contractually implied or other relationship is created between you and Company other than pursuant to these Terms.
(h) Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
(i) Entire Agreement. This is the entire agreement between you and Company relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter, excluding any Online Services Agreement that you may have entered into with Company. These Terms shall not be modified except in writing, signed by both parties, or by a change to these Terms made by Company as set forth in Section 3 above.
(j) CLAIMS. YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU ARISING OUT OF OR RELATED TO THE ONLINE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
(k) Disclosures. The Online Services hereunder are offered by Zipline Medical, Inc., located at 747 Camden Ave, Suite A | Campbell, CA 95008.