The website located at www.veniti.com (the “Webite”) is a copyrighted work belonging to VENITI, Inc. (“VENITI,” “us,” and “we”). “Services” means any and all services provided through the Website.
Certain features of the Services or Website may be subject to additional guidelines, terms, or rules, which will be posted on the Service or Website in connection with such features, Services, programs, and products. All such additional terms, guidelines, and rules are hereby incorporated by reference into this Agreement.
Certain important Notices regarding VENITI Devices
VENITI currently develops two devices: the VENITI VICITM Venous Stent System for treatment of lower-extremity venous outflow obstruction in adults and the VENITI VIDITM Vena Cava Filter System for prevention of pulmonary embolism in adults.
Individuals in the United States (U.S.)
The VENITI VICI Venous Stent and the VENITI VIDI Vena Cava Filter Systems are investigational devices and have not been approved by the U.S. Food and Drug Administration. These Devices are not for sale in the United States. CAUTION Investigational Device Limited by United States law to investigational use.
Individuals in European Economic Area (E.E.A.) Countries
The VENITI VICI Venous Stent is CE Marked under the European Medical Device Directive 93/42/EEC. The VENITI VIDI Vena Cava Filter System is not available for sale in E.E.A. Countries and Exclusively for Clinical Investigarors.
You should carefully read the actual product packaging, labels, and Instructions for Use for any VENITI Device before using the Device. In addition to all other limitations and disclaimers in this Agreement, to the maximum extent permitted by applicable law, VENITI disclaims any and all liabilities, losses, damages, costs, and expenses (including attorneys’ fees) in connection with your reliance on the Website content for Device use.
You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage) that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, your physician, including any diagnosis, analysis, or medication prescribed, by your physician based on the use or inability to use a VENITI Device.
Site License and Restrictions
Subject to the terms of this Agreement, VENITI grants you a non-transferable, non-exclusive, license to use the Website and Services for your personal, noncommercial use.
The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Website or Services; (c) you shall not access the Website or Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Website or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means. Any future release, update, or other addition to the functionality of the Website or Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Website or Services content must be retained on all copies thereof.
VENITI reserves the right, at any time, to modify, suspend, or discontinue the Website or Services or any part thereof with or without notice. You agree that VENITI will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website or Services or any part thereof.
No Support or Maintenance.
You acknowledge and agree that VENITI will have no obligation to provide you with any support or maintenance in connection with the Website or Services.
You acknowledge that all of the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Website and Services are owned by VENITI or VENITI’s suppliers. The provision of the Website, Services, and/or Devices does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. VENITI and its suppliers reserve all rights not granted in this Agreement. If you provide VENITI any feedback or suggestions regarding the Website, Services, and/or Devices, or any element or component thereof (“Feedback”), you hereby irrevocably and unconditionally assign to VENITI all worldwide right, title, and interest in the Feedback and agree that VENITI shall have the right to use such Feedback and related information in any manner it deems appropriate without any accounting to you. You agree that Feedback is VENITI’s confidential information.
You agree to indemnify and hold VENITI (and its officers, employees, agents, successors, and assigns) harmless from any and all liabilities, losses, damages, costs, and expenses (including attorneys’ fees) arising from or related to any claim or demand made by any third party based on: (a) your use of the Website or Services, (b) your violation of this Agreement, or (c) your violation of applicable laws or regulations. VENITI 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 such matter without the prior written consent of VENITI.
Third Party Sites & Ads.
The Website might contain links to third party websites and services for third parties (collectively, “Third Party Sites and Services”). Such Third Party Sites and Services are not under the control of VENITI, and VENITI is not responsible for any Third Party Sites and Services. VENITI provides these Third Party Sites and Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites and Services. You use all Third Party Sites and Services at your own risk. When you link to any Third Party Sites and Services the applicable third party provider’s terms and policies apply, including such third party’s privacy and data gathering practices.
You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites and Services.
The Website and Services are provided “as is” and “as available” and VENITI, and VENITI’s suppliers, expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, satisfactory quality, title, quiet enjoyment, accuracy, and non-infringement. VENITI and VENITI’s suppliers make no warranty that the Webite or Services: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. The Website Content, including Device and disease area or medical information, is for informational purposes only and not provided as medical advice. VENITI does not assume any liability for inaccuracies or misstatements in the Website Content. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
Limitation on Liability.
To the maximum extent permitted by applicable law, in no event shall we be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to this Agreement or your use of, or inability to use, the Website or Services, even if we have been advised of the possibility of such damages. Access to, and use of, the Website and Services are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom. Notwithstanding anything to the contrary contained herein, to the maximum extent permitted by applicable law, our liability to you for any damages arising from or related to this Agreement, the Website, and the Services, for any cause whatsoever and regardless of the form of the action, will at all times be limited to fifty U.S. dollars (50 USD). The existence of more than one (1) claim will not enlarge this limit. You agree that our suppliers will have no liability of any kind arising from or relating to this Agreement. Some jurisdictions do not allow the limitation or exclusion of liability, so the above limitations or exclusions may not apply to you. Nothing in this Agreement is intended to limit VENITI’s liability for death or personal injury resulting from VENITI’s negligence or for fraud, fraudulent misstatement, or fraudulent misrepresentation. Subject to terms of this Section, this Agreement will remain in full force and effect during the period you use the Website or Services. We may (a) suspend your rights to use the Website and/or Services or (b) terminate this Agreement at any time if you violate the terms of this Agreement. Upon any termination of this Agreement, your right to access and use the Website and Services will terminate immediately. VENITI will not have any liability whatsoever to you for any termination of this Agreement. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 1, 2, and 5 through 11.
This Agreement is subject to occasional revision, and if we make any material changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site or Services. You are responsible for providing us with your most current e-mail address. If the last e-mail address you have provided us is not valid or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site or Services, including downloading any Software from our Site, following notice of such changes to this Agreement shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of this Agreement as modified by such changes.
a) Governing Law and Venue. This Agreement shall be governed by the laws of the State of Missouri, United States of America, without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. Any action or proceeding relating to a claim or controversy at law or equity that arises out of or relates to this Agreement or the Website or Services (a “Claim”) must be brought in a federal or state court located in St. Louis County and each party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding, unless such Claim is submitted to arbitration as set forth in Section 11.2(c).
b) Contact Company First. If a dispute arises between you and VENITI, our goal is to learn about and address your concerns and, if we are unable to do so, to provide you with a neutral and cost effective means of resolving the dispute quickly. You agree that, before instituting any action, suit or arbitration, you will notify us about any dispute you have with VENITI regarding our Website or Services by e-mailing VENITI at the e-mail address below. If you and VENITI are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to binding arbitration or to the courts as applicable.
c) Alternative Dispute Resolution. For any Claim where the total amount of the award sought is less than ten thousand U.S. dollars (10,000 USD), the party requesting relief may choose to resolve the dispute through binding non-appearance-based arbitration in accordance with the following: (i) the arbitration will be provided through a nationally recognized alternative dispute resolution provider in the U.S. mutually agreed upon by the parties; (ii) the arbitration will be conducted in one or more of the following manners at the option of the party initiating arbitration: telephone, online, or written submissions; (iii) the arbitration will not involve any personal appearances by the parties or witnesses, unless otherwise agreed by the parties; and (iv) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
d) Improperly Filed Claims. All Claims between you and VENITI must be resolved in accordance with this Section. All Claims filed or brought contrary to this Section shall be considered improperly filed. Should you file a Claim contrary to this Section, VENITI may recover attorneys’ fees and costs up to one thousand U.S. dollars (1,000 USD), provided that Company has notified you in writing of the improperly filed Claim, and you fail to promptly withdraw the Claim. Similarly, should VENITI file a Claim contrary to this Section, you may recover attorneys’ fees and costs up to one thousand U.S. dollars (1,000 USD), provided that you have notified VENITI in writing of the improperly filed Claim, and VENITI fails to promptly withdraw the Claim. The remedies in this subsection will not limit any other remedies that either party may have in law or in equity.
e) Limitations. Claims brought by either party must be brought within one (1) year after the cause of action arises, or such Claim or cause of action will be barred. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees subject to any other limitations specified in this Agreement.
f) Injunctive Relief. Notwithstanding anything in this Section to the contrary, VENITI may seek injunctive relief in any court having jurisdiction to protect its intellectual property, confidential information, or proprietary information.
g) E.E.A Customers. If you reside in an E.E.A Country: (a) the provisions of this Section do not apply and (b) subject to the other provisions of this Section, you or VENITI may make a Claim in the courts of the E.E.A Country where you reside.
This Agreement constitutes the entire agreement between you and us regarding the use of the Website and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without VENITI’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. VENITI may freely assign, subcontract, and delegate its rights and obligations under this Agreement. The terms of this Agreement shall be binding upon assignees.
Copyright © 2014, VENITI, Inc. All rights reserved. All trademarks, logos, and service marks displayed on the Website are our property or the property of other third parties (“Marks”). You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks. For more information on VENITI trademarks and logos, visit Trademarks [link to trademark page].
No Third Party Rights.
This Agreement is not intended to give rights to anyone except you and us.
4025 Clipper Court
Fremont, CA 94538
Tel: +1 (314) 282 5753