When these Terms mention “Hu-Friedy”, “we”, “our” or “us”, it refers to Hu-Friedy Mfg. Co., LLC, or its corporate affiliate or subsidiary that is a part of HuFriedyGroup or the dental division of Steris Corporation (“HF Affiliate”), which operates the Site or provides its content. “Site” refers to the website provided and operated by Hu-Friedy that you are accessing, browsing or using, which links to these Terms.
1. CHANGES TO THESE TERMS AND THE SITE.
We may change these Terms at any time, and all such changes are effective immediately upon notice, which we may give by any means, including, but not limited to, by posting a revised version of these Terms or other notice on the Site. You should view these Terms often to stay informed of changes that may affect you. Your use of the Site constitutes your continuing agreement to be bound by these Terms, as they are amended from time to time. We expressly reserve the right to make any changes that we deem appropriate from time to time to the Site or to any information, text, data, databases, graphics, images, sound recordings, video materials, audio clips, designs, logos, software, features, services, and other intellectual property and materials within the Site (all such intellectual property and materials, and any compilation, collection, or arrangement thereof, the "Content").
2. LICENSE TO ACCESS AND USE
- You may access and use this Site only for your personal use (or, if accessing the Site on behalf of a Company, only your Company’s own internal use). Any other access to or use of the Site or the Content constitutes a violation of these Terms and may violate applicable copyright, trademark, or other laws.
- You may not access, use, or copy any portion of the Site or of the Content through the use of bots, spiders, scrapers, web crawlers, indexing agents, or other automated devices or mechanisms. You agree not to remove or modify any copyright notice or trademark legend, author attribution, or other notice placed on or contained within any of the Content. Except as expressly authorized by us in writing, in no event will you reproduce, redistribute, duplicate, copy, sell, resell, display, republish, download, transmit, record or exploit for any commercial or any other purpose any portion of the Site or the Content or any access to or use of the Site or the Content.
- You represent and agree that all information that you provide to us in connection with your access to and use of the Site is true, accurate, and complete to the best of your knowledge and belief.
- 2.4 Your use of the Site and Content other than as expressly permitted in these Terms may violate copyright, trademark and other laws and is strictly prohibited. Permission to use the Site granted to you in these Terms terminates automatically if you breach any of the terms and conditions herein.
4. INTELLECTUAL PROPERTY.
You understand and agree that we own, or (where applicable) we have licensed from HF Affiliates or third parties, all right, title, and interest in and to the Site and all of the Content. You acknowledge and agree that the Content constitutes valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries, and that you acquire no ownership or other rights or interests to the same by accessing or using the Site or the Content (including without limitation any right to use our trademarks or service marks), except as expressly provided in these Terms,. Such intellectual property and proprietary rights may include, but are not limited to, copyrights, trademarks and service marks, trade dress, and trade secrets, and all such rights are the property of Hu-Friedy or its licensors and content providers.
5. TERMINATION OF ACCESS
- Hu-Friedy reserves the right, in its sole discretion, to terminate your access to all or part of the Site, without notice or liability, for any reason, including, but not limited to: (a) the unauthorized use of any username or password; or (b) the breach of any agreement between you and Hu-Friedy, including, without limitation, these Terms. Following any such termination of access, you will continue to be bound hereunder to the fullest extent applicable.
- Upon being notified that your access is terminated, you must destroy any materials you have obtained from the Site. You may not access the Site after your access is terminated without our written approval. After terminating your access, Hu-Friedy will retain all rights, including all intellectual property rights, proprietary rights, and licenses retained in these Terms, and the limitations upon your use and treatment of Content will remain in full force.
6. USER CONDUCT
In connection with your access and use of the Site and that of any person authorized by you to access and use the Site, you are responsible for complying with all applicable laws, regulations, and policies of all relevant jurisdictions, including all applicable local rules regarding online conduct. Not in limitation of the previous sentence, in connection with your use of the Site, neither you nor the Company may cause or permit any person to do any of the following:
- a. use the Site or Content for any unlawful purpose;
- b. use the Site to post or transmit any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
- c. impose an unreasonably or disproportionately large load on the Site or otherwise interfere with or inhibit any other user of this Site from using or enjoying the Site;
- d. use the Site to post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, harassing, or otherwise objectionable information of any kind;
- e. use the Site to post or transmit any information which is invasive of another’s privacy or publicity rights or that otherwise violates or infringes in any way upon the rights of others; and
- f. use the Site to post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes, or other unsolicited commercial communication.
- By making a Submission, you represent that you have all requisite rights to, and are authorized to disclose, all of the information contained in the Submission, and you (or your Company) automatically grant, and you represent and warrant that you (or your Company) have the right to grant, to Hu-Friedy an irrevocable, perpetual, non-exclusive, transferable, royalty-free, worldwide license to the Submission, necessary for Hu-Friedy to perform the activities and exercise its rights in this Section 7.
- You are fully responsible for any Submission you make and for the legality, reliability, appropriateness, and originality thereof and agree not to post or transmit to or from the Site any unlawful, threatening, libelous, defamatory, inflammatory, pornographic, profane or any other material that could give rise to any civil or criminal liability under applicable law, or violate any applicable laws or regulations.
Hu-Friedy takes such commercially reasonable measures as it deems appropriate to secure and protect information transmitted to and from the Site. Nevertheless, we cannot and do not guarantee that any such transmissions are or will be totally secure. You are responsible for maintaining the confidentiality of any information about you, including any username and any password used in connection with your use of the Site. You agree to notify Hu-Friedy immediately if you discover loss or access to such information by another party not under your control and supervision. Hu-Friedy will not be liable for any loss or damage arising from the unauthorized use of your username or password.
This Site may include hyperlinks to other websites which are not maintained by Hu-Friedy. We are not responsible for the content of such external websites and we make no representations whatsoever concerning the content or accuracy of, opinions expressed in, or other links provided by such websites. The inclusion of any hyperlink to external websites does not imply endorsement by Hu-Friedy or any HF Affiliate of those websites or any products or services referred to therein. The terms of service and privacy policies applicable to external websites may be different from those applicable to our Site. IF YOU DECIDE TO ACCESS ANY EXTERNAL WEBSITE THROUGH A LINK WITHIN OUR SITE, YOU DO SO ENTIRELY AT YOUR OWN RISK, AND HU-FRIEDY WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM YOUR ACCESS OR USE OF ANY EXTERNAL WEBSITE. Since Hu-Friedy is not responsible for the availability of these websites, or their contents, you should direct any concerns regarding an external website to the administrator of that website. You agree that you will bring no suit or claim against us or any HF Affiliate arising from or based upon any such use of external websites. Hyperlinks to other websites that are provided on the Site are not intended to imply that: (a) we are affiliated or associated with any external website; or (b) any linked site is authorized to use any of our trademarks, trade names, logos, or copyrights.
THE USE OF THIS SITE BY YOU AND YOUR COMPANY IS AT YOUR AND ITS SOLE RISK. ACCORDINGLY, THE SITE AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED, TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, HU-FRIEDY AND ITS AFFILIATES AND CONTENT-PROVIDERS DO NOT WARRANT THAT: (a) THE USE OF THIS SITE OR ANY THIRD PARTY WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; (b) THE USE OF THIS SITE OR ANY SUCH THIRD PARTY WEBSITE WILL ALLOW YOU TO OBTAIN ANY PARTICULAR RESULTS WHATSOEVER; (c) THE CONTENT OR ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THIS SITE OR ANY THIRD PARTY WEBSITE ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, OR OF ANY PARTICULAR VALUE OR QUALITY; (d) ANY DEFECTS IN THE SITE OR IN THE CONTENT WILL BE CORRECTED; OR (e) THE SITE AND THE CONTENT ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS.
11. LIMITATION OF LIABILITY
- IN NO EVENT WILL HU-FRIEDY, HF AFFILIATES OR EACH OF THEIR RESPECTIVE CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND AGENTS OF EACH OF THE FOREGOING (COLLECTIVELY, OUR “REPRESENTATIVES”), BE LIABLE TO YOU, YOUR COMPANY, OR ANY THIRD PARTY FOR ANY LOSSES OR DAMAGES, ALLEGED UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USE OF, OR RELIANCE ON, THE SITE OR THE CONTENT; (B) OUR PERFORMANCE OF OR FAILURE TO PERFORM OUR OBLIGATIONS IN CONNECTION WITH THESE TERMS; (C) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE SITE OR OF THIRD PARTIES; OR (D) YOUR PURCHASE OR USE OF ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES.
- UNDER NO CIRCUMSTANCES WILL HU-FRIEDY OR HF AFFILIATES, OR ANY OF THE REPRESENTATIVES, BE LIABLE TO YOU, YOUR COMPANY, OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SITE OR THE CONTENT, OR THE TRANSMISSION OF INFORMATION TO OR FROM THE SITE OVER THE INTERNET, EVEN IF WE WERE ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE LIABILITY OF HU-FRIEDY, HF AFFILIATES, AND THE REPRESENTATIVES WILL BE LIMITED IN ACCORDANCE WITH THESE TERMS TO THE EXTENT PERMITTED BY LAW.
- WITHOUT LIMITING ANY OF THE FOREGOING, IF HU-FRIEDY OR HF AFFILIATE, OR ANY OF THE REPRESENTATIVES IS FOUND LIABLE TO YOU OR TO ANY THIRD PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS, THE SITE, OR YOUR USE OF THE SITE, EXCEPT AS OTHERWISE PROHIBITED BY LAW, THE MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS WILL NOT EXCEED $100 IN ANY CALENDAR YEAR.
You agree to defend, indemnify and hold harmless Hu-Friedy, HF Affiliates, and each Hu-Friedy’s and HF Affiliates’ officers, directors, employees, representatives and agents, from and against all claims, demands, suits, or other proceedings, and all resulting loss, damage, liability, cost, and expense (including reasonable attorneys’ fees), arising out of: (a) content, data, or information that you submit, post to, or transmit through the Site; (b) your access to and use of the Content, the Site, and other materials, products, and services available on or through the Site and Hu-Friedy; (c) your violation of these Terms; (d) your violation of any rights of any third party; (e) your website; and (f) any unauthorized use of a username, password, or account number. We reserve, and you grant to us, the right to assume the exclusive defense and control of any matter subject to indemnification by you hereunder.
- These Terms will be construed and enforced in accordance with the laws of, and you and your Company submits to personal jurisdiction of and any cause of action arising under these Terms will be brought exclusively in a court in, Germany for users of our EU Site and Cook County Illinois for users of our other Sites.
- Our electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms.
- Any provisions of these Terms that are reasonably inferable to have been intended to survive termination (including, but not limited to, any provisions regarding limitation of our liability or indemnification) will continue in effect beyond any such termination of access to this Site.
- These Terms do not confer any rights, remedies, or benefits upon any person other than you.
- We may assign our rights and duties under these Terms at any time to any third party without notice. You may not assign these Terms without our prior written consent.
- Our waiver of any breach of these Terms will not be a waiver of any preceding or subsequent breach thereof.
- If any provision of these Terms is held to be invalid or unenforceable, that provision will be stricken and will not affect the validity and enforceability of any remaining provisions.
- Possible evidence of use of the Site for illegal purposes will be provided to law enforcement authorities.
- Discontinuation of use of this Site is your sole right and remedy for any dissatisfaction with the Site or any of the Content.
- YOU HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RELATING TO THESE TERMS AND THE MATTERS CONTEMPLATED HEREBY.
- If you have entered into a separate written agreement with Hu-Friedy with respect to your use of the Site or any Content, that agreement will supersede these Terms to the extent they are in conflict.
Please contact us with any questions regarding the Site or these Terms at firstname.lastname@example.org.