Terms and Conditions of Use
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.
By clicking “I agree”, “I accept,” or other similar language, or by accessing or using this website, or by attending one of HVC’s virtual summits through HVC’s website or other electronic means HVC makes available to you (this "Website" or the “Site”), you agree to these terms and conditions of use, and all of the terms incorporated herein by reference, including all modifications thereto (“Terms and Conditions”). The Website is operated by the Heart Valve Collaboratory, Inc. ("HVC") for your and others' personal, noncommercial enjoyment, subject to the terms of these Terms and Conditions. NOTE THAT SECTION 16 OF THESE TERMS AND CONDITIONS CONTAINS MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT REQUIRES THE USE OF ARBITRATION ON A PERSONAL BASIS AND LIMITS THE FORUM AND/OR REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, INCLUDING THE MANDATORY ARBITRATION AND CLASS ACTION WAIVER IN SECTION 16, YOU MAY NOT ACCESS OR USE THE WEBSITE.
HVC may change the Terms and Conditions from time to time and at any time, in HVC’s sole discretion. If HVC make changes to these Terms and Conditions, HVC will provide notice of such changes by sending an email notification, providing notice through the Site, or updating the “Last Updated” date at the beginning of these Terms and Conditions. You should check these Terms and Conditions periodically for changes. By using this Website after HVC posts any changes to these Terms and Conditions, you agree to accept those changes, whether or not you have reviewed them. If at any time you choose not to accept the revised Terms and Conditions, you may not use this Website.
THIS WEBSITE IS NOT A SUBSTITUTE FOR MEDICAL ATTENTION
This Website, including any and all information, product information, data, text, music, sound, photographs, graphics, video, messages or other materials ("Content") that may appear thereon, is intended for general educational and informational purposes only and is not intended to be used to make medical or health-related decisions.
Physicians - The Content on this Website is not a substitute for professional judgment in diagnosing and treating patients. HVC does not give medical advice, nor does HVC provide medical or diagnostic services. Your reliance upon Content obtained by you at or through this Website is solely at your own risk.
Patients - The information on this Website is not a substitute for, nor does it supersede professional medical advice. If you are seeking medical advice, you should consult a physician or a qualified healthcare provider. Never hesitate in seeking medical attention based on any Content you may view on this Website. Your reliance upon Content obtained by you at or through this Website is solely at your own risk.
- USER CONDUCT
The Website may include interactive features and areas that allow users to create, post, share or store content, including, without limitation, photos, videos, music, sound, text, graphics, code, items or other materials (collectively, “User Content”). HVC grants you a non-exclusive, non-transferable, limited right to access, use and display this Website and the materials thereon, provided that you comply with these Terms and Conditions. By posting User Content in or accessing and using any communications service, message board, newsgroup or other interactive service available to you on or through this Website, you agree that you are the sole person responsible for your own User Content and communications and the consequences of posting your User Content and communications; you, and not HVC, are entirely responsible for the accuracy, completeness and ownership of all User Content that you upload, post, email or otherwise transmit via this Website.
Notwithstanding the foregoing, by using this Website, you agree not to:
- Upload, post, email or otherwise transmit any User Content that is unlawful, harmful, tortious, defamatory, obscene, libelous, deceptive, fraudulent, invasive of another's privacy or hateful;
- Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
- Use or attempt to use another user’s account;
- Use the Website in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Website or that could damage, disable, overburden or impair the functioning of the Website in any manner;
- Reverse engineer any aspect of the Website or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Content, area or code of the Website;
- Attempt to circumvent any content-filtering techniques HVC employs or attempt to access any feature or area of the Website that you are not authorized to access;
- Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through this Website;
- Upload, post, email or otherwise transmit any Content that infringes upon any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- Upload, post, email or otherwise transmit any promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
- Upload, post, email or otherwise transmit any User Content or other material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or any other similarly destructive activity;
- Harvest, collect or store information about the users of this Website; or
- Intentionally or unintentionally violate any applicable local, state, national or international law, including, without limitation, all export rules and regulations, or encourage or promote any activity that violates these Terms and Conditions.
- REGISTERED USERS
HVC reserves the right, at any time in HVC’s sole discretion, to limit certain areas of this Website to registered users, and require use of a password to access these areas. By creating an account, you agree to (A) maintain the confidentiality of your password, (B) prevent other users from using your password, (C) notify HVC of any unauthorized use of your password, and (D) be responsible for the acts and omissions of any third-party who has authority to access or use the Website on your behalf.
By creating an account, you also consent to receive electronic communications from HVC (e.g., via email or by posting notices to the Website). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with HVC. You agree that any notices, agreements, disclosures or other communications that HVC sends to you electronically will satisfy any legal communication requirements, including, without limitation, that such communications be in writing. You should maintain copies of electronic communications received from HVC by printing a paper copy or saving an electronic copy of any such communication. HVC may also send you promotional communications via email, including, without limitation, newsletters, special offers, surveys and other news and information that HVC believes will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
- VIRTUAL EVENTS
Each attendee, for herself/himself and her/his employees, agents or assigns (which may be referred to as ‘you’ or ‘your’ as applicable) must register and agree to these Terms and Conditions by clicking “I agree”, “I accept”, or other similar language in order to attend and participate in one of HVC’s virtual summits or conferences (collectively and individually, “Virtual Event(s)”).
HVC’s Virtual Event(s) are private business events for which HVC monitors registration and attendance. Registration and/or attendance may be denied to any person or entity by HVC, in HVC’s sole discretion. The sharing of user IDs and/or passwords is strictly prohibited and HVC may revoke the access privileges of anyone caught using or sharing user IDs.
HVC reserves the right, in HVC’s sole discretion, to unilaterally abbreviate or terminate Virtual Event(s). In these circumstances, you expressly agree to waive any claim you may have against HVC and HVC’s agents and assigns.
You agree to indemnify, defend and hold harmless HVC from any and all claims, demands and causes of action arising out of or relating to your participation in the Virtual Event(s), including attendance at official Virtual Event(s) presentations and on-demand business programming (“On-Demand Content”), and live or taped continuing education programs/webinars (“CE Programs,” together with On-Demand Content, the “Virtual Contents”), use of the Virtual Event(s) applications and any related applications (collectively, the “Interface”).
- Acceptable Use and Anti-Abuse Policy
While HVC cannot guarantee a safe online experience, HVC is committed to providing a harassment- and discrimination-free experience for everyone during the Virtual Event(s), an experience that embraces the richness of diversity. It is HVC’s policy that all attendees are entitled to respectful treatment. Any form of abusive and unwanted communication, bullying, discrimination, harassment, sexual or otherwise, is unacceptable and will not be tolerated. This policy applies to all aspects of the Virtual Event(s).
Unauthorized spamming or solicitation, with the exception of personal, one-on-one communications expressly permitted through the Virtual Event(s), is prohibited.
If an attendee engages in prohibited behavior or violates these access and use restrictions, or the User Conduct requirements in Section 1 of these Terms and Conditions, HVC reserves the right at any time in HVC’s sole discretion to take any action HVC deems appropriate, including immediately revoking access privileges to the Virtual Event(s) without warning or refund.
- Functionality of the Virtual Event Interface
HVC has contracted with third-parties to provide a high-quality virtual experience. HVC cannot, however, guarantee that the Interface or Virtual Contents will operate without any interruptions or malfunctions. No assurances or guarantees can be given about the availability, quality, operation or support services for data traffic, on the networks, or lines of the participant’s internet provider. HVC accepts no liability or responsibility if the Interface and/or Virtual Contents are interrupted, partially restricted, otherwise inaccessible in whole or in part or impossible as a result of an event beyond HVC’s reasonable control, even if HVC theoretically could have protected against such event.
- Modification of the Program of On-Demand Content Sessions
HVC reserves the right, at any time in HVC’s sole discretion, to modify the program of On-Demand Content.
- Physician Payments Sunshine Act
In order to help sponsors, supporters and/or exhibitors comply with the Physician Payments Sunshine Act, the names and contact information of all US licensed physicians participating in industry supported functions during Virtual Event(s) may be provided to the supporters of that function. The information provided may be used for reporting purposes only as part of the Physician Payments Sunshine Act submission and may appear on the CMS Open Payments website in the next reporting cycle.
- Recording (Audio, Video and Still Photography) and Social Media
HVC promotes the free interchange and rapid dissemination of educational content from the Virtual Event(s). Communicating through social media, including posting brief audio and video clips, is strongly encouraged. However, it is strictly prohibited to post or live stream entire sessions or to use any Virtual Event(s) Content for commercial purposes.
- MONITORING CONTENT
You agree that HVC has the right, but not the obligation, to monitor User Content posted on this Website at any time for any reason in HVC’s sole discretion to determine compliance with these Terms and Conditions and any other operating rules that HVC may establish from time to time. Notwithstanding this right, HVC does not and cannot review all User Content, and HVC is not responsible for any Content or User Content on this Website. HVC reserves the right at all times in HVC’s sole discretion to edit, disclose, refuse to post, request removal of or remove any Content or User Content as may be necessary to comply with any law, regulation or government or agency request (including, without limitation, patient-physician confidentiality requests) or if, in HVC's sole discretion, such information is objectionable or in violation of these Terms and Conditions.
Any or all User Content on this Website may be purged periodically in HVC's sole discretion. You acknowledge and agree that User Content you view or post is at your own discretion and risk, including any reliance on the accuracy, completeness or usefulness of such User Content. In this regard, you acknowledge that you may not rely on any User Content created by HVC or HVC’s third-party suppliers, or Content that is submitted to HVC. You further acknowledge and agree that the views expressed on this Website do not necessarily reflect the views of HVC, and HVC does not support or endorse any statements, opinions, User Content or otherwise posted on this Website.
The views expressed on this Website are those of the authors of the Content, and not HVC. HVC is not responsible for the accuracy, appropriateness, reliability, timeliness or usefulness of any statements, opinions or the Content on this Website.
- RESTRICTIONS ON USE OF MATERIAL
HVC owns, controls, licenses or has the right to use and provide this Website and all material on this Website, including, without limitation, all Content. This Website is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other copyright laws. HVC is the owner of the copyright in the entire Website and owns a copyright in the selection, coordination, arrangement and enhancement of this Website. You agree to abide by any and all copyright notices, information or restrictions displayed on this Website.
You may not modify, create derivative works from, participate in the transfer or sale of, post on the World Wide Web or in any way exploit this Website or any portion thereof for any public or commercial use without the express written permission of HVC. You may download Content from this Website provided that you maintain all copyright and other notices contained in such Content, including, without limitation, trademarks and service marks of HVC and HVC’s third-party authors, suppliers or the copyright holder identified in the individual Content's copyright notice. You are responsible for complying with all applicable laws, rules and regulations regarding your use of any downloaded Content. If, with permission, you copy, redistribute or publish material from this Website, you shall not change or delete any author attribution, trademark, legend or copyright notice.
- UNSOLICITED MATERIALS
In operating this Website, HVC does not solicit nor does HVC desire to receive any confidential, secret or proprietary information. Any information or material submitted or sent to HVC will be deemed not to be confidential and not to include or contain any trade secrets. By submitting or sending information or other material to HVC, you represent and warrant that the information is original to you and that no other party has any enforceable rights to the material, including, without limitation, intellectual property rights, and HVC shall be entitled to the unrestricted use and dissemination of this information for any purpose, commercial or otherwise, without acknowledgement or compensation to you or any other party.
- USER'S GRANT OF LIMITED LICENSE
By submitting or sending User Content or other material to HVC through the Website, you hereby grant HVC the royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, sub-license and display such User Content or other material (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed.
- LINKED SITES
It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon. You should direct any concerns you may have to that site's administrator or webmaster. HVC reserves the exclusive right, in HVC’s sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the TCTMD Website and/or introduce different features or links to different users.
- CHILDREN UNDER 16
This Website is not directed at, nor is it intended to be used by, children under the age of 16.
- DISCLAIMER OF WARRANTIES
THIS WEBSITE IS PROVIDED "AS IS," "WHERE IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, HVC SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATON: (A) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, APPROPRIATENESS, RELIABILITY, TIMELINESS, USEFULNESS OR OTHERWISE REGARDING THE CONTENT OF THIS WEBSITE; (B) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTIES REGARDING PRODUCTS OR SERVICES FROM OR HYPERTEXT LINKS TO SITES OPERATED BY THIRD-PARTIES OR THOSE CONCERNING ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THIS WEBSITE OR ANY LINKED SITE; AND (D) WARRANTIES REGARDING THE UNAVAILABILITY OF THE WEBSITE, THE VIRTUAL EVENT(S) OR ANY OTHER SERVICES OR ANY PORTION THEREOF. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THIS WEBSITE, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF (i) ANY ERROR, OMISSION, DELETION OR DEFECT IN THE CONTENT OF; OR (ii) ANY FAILURE OF PERFORMANCE OF, ERROR, OMISSION, INTERRUPTION, DELETION OR DEFECT IN, DELAY IN OPERATION OR TRANSMISSION OF, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THIS WEBSITE, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, DEFAMATION OR UNDER ANY OTHER CAUSE OF ACTION, AND REGARDLESS OF WHEHTER HVC HAS BEEN INFORMED OF THE POSSIBILITY OR LIKLIHOOD OF ANY OF THE FOREGOING. HVC DOES NOT PROMISE, WARRANT OR IN ANY RESPECT GUARANTEE: (a) THAT THIS WEBSITE OR ANY PORTION THEREOF WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR (b) THAT ACCESS TO THIS WEBSITE OR ANY PORTION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
THE CONTENT ON THIS WEBSITE IS POSTED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGEMENT OR ANY ADVICE WHICH MAY BE PROVIDED BY A PHYSICIAN OR OTHER MEDICAL PROFESSIONAL. THE INFORMATION CONTAINED ON THIS WEBSITE IS NOT SUFFICIENT OR PROVIDED IN ORDER TO DIAGNOSE OR TREAT ANY HEALTH RELATED SYMPTOMS OR DISEASE, OR TO PRESCRIBE ANY MEDICATION. HVC DOES NOT REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THIS WEBSITE. YOU ACKNOWLEDGE THAT ANY RELIANCE UPON ANY SUCH OPINION, ADVICE, STATEMENT, MEMORANDUM OR INFORMATION SHALL BE AT YOUR SOLE RISK.
YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THIS WEBSITE.
- LIMITATION OF LIABILITY
IN NO EVENT WILL HVC'S LIABILITY WITH RESPECT TO THE USE OF THIS WEBSITE EXCEED THE GREATER OF (A) THE AMOUNT ACTUALLY PAID TO HVC FOR USE OF THE SERVICES ON THIS WEBSITE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM, OR (B) IF NO SUCH PAYMENTS HAVE BEEN MADE BY YOU, FIFTY ($50) DOLLARS. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL HVC OR HVC’S OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SUCCESSORS, ASSIGNS OR THIRD-PARTY SUPPLIERS BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATON, DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUE, PERSONAL INJURY OR WRONGFUL DEATH), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON OR INABILITY TO USE THIS WEBSITE, EVEN IF HVC SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF THIS WEBSITE. IN ANY STATE OR JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, HVC'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold HVC and HVC’s affiliates, officers, directors and employees harmless from and against any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising out of, based upon or resulting from (A) your use of this Website or the Content; (B) any User Content you create, post, share or store through the Website; (C) any feedback you provide; (D) your violation of these Terms and Conditions; and (E) your violation of the rights of another individual or entity. HVC reserves the right, at HVC’s own expense, to assume the exclusive defense and control of any matter subject to indemnification by you and you shall not in any event settle or dispose of any matter without the written consent of HVC.
- COPYRIGHT AND TRADEMARK NOTICE
All Content on this Website is: Copyright © 2000 - 2020 HVC and/or HVC’s third-party suppliers. All rights reserved.
Trademarks on this Website are either trademarks or registered trademarks of HVC or HVC’s third-party suppliers. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
Any rights not expressly granted herein are reserved.
Pursuant to Title 17, United States Code, Section 512(c)(2), if you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:
- Your address, telephone number and email address;
- A description of the copyrighted work(s) that you claim has been infringed;
- A description of where the alleged infringing material is located, or information reasonably sufficient to permit HVC or the Copyright Agent to locate the material;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Heart Valve Collaboratory, Inc.
1700 Broadway, 9th Floor
New York, NY 10019
Attn: Donald L. Abrams
Upon receipt of the written notification containing the information outlined above, HVC shall:
- Remove or disable access to the material that is alleged to be infringing;
- Forward the written notification to the alleged infringer ("Infringer"); and
- Take reasonable steps to promptly notify the Infringer that HVC has removed or disabled access to the material.
Counter Notification: To be effective, a Counter Notification must be a written communication to the same HVC Copyright Agent, and include:
- A physical or electronic signature of the Infringer;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that the Infringer has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
- The Infringer's name, address and telephone number; and
- A statement that the Infringer consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Infringer's address is outside of the United States, for any judicial district in which HVC may be found, and that the Infringer will accept service of process from the person who provided notification or an agent of such person.
Upon receipt of a Counter Notification containing the information outlined above HVC shall:
- Provide the original complaining party with a copy of the Counter Notification;
- Inform the original complaining party that HVC will replace the removed material or cease disabling access to it within ten (10) business days;
- Replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter Notification, provided the Copyright Agent has not received notice from the original complaining party that an action has been filed seeking a court order to restrain Infringer from engaging in infringing activity relating to the material on this Website.
- DISPUTE RESOLUTION; ARBITRATION
PLEASE READ THE FOLLOWING IN THIS SECTION 15 CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH HVC AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM HVC, INCLUDING A CLASS ACTION WAIVER. This Section 15 applies to all Disputes (unless excluded under Section 15.1) between you and HVC.
- Binding Arbitration
EXCEPT FOR ANY DISPUTES, CLAIMS, SUITS, ACTIONS, CAUSES OF ACTION, DEMANDS OR PROCEEDINGS (COLLECTIVELY, “DISPUTES”) IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND HVC AGREE (A) TO WAIVE YOUR AND HVC’S RESPECTIVE RIGHTS TO HAVE ANY AND ALL DISPUTES ARISING FROM OR RELATED TO THESE TERMS AND CONDITIONS, OR THE SERVICES OR CONTENT, RESOLVED IN A COURT, AND (B) TO WAIVE YOUR AND HVC’S RESPECTIVE RIGHTS TO A JURY TRIAL. INSTEAD, YOU AND HVC AGREE TO ARBITRATE DISPUTES THROUGH BINDING ARBITRATION (WHICH IS THE REFERRAL OF A DISPUTE TO ONE OR MORE PERSONS CHARGED WITH REVIEWING THE DISPUTE AND MAKING A FINAL AND BINDING DETERMINATION TO RESOLVE IT INSTEAD OF HAVING THE DISPUTE DECIDED BY A JUDGE OR JURY IN COURT).
- No Class Arbitrations, Class Actions or Representative Actions
YOU AND HVC AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR ANY CONTENT IS SPECIFIC TO YOU AND HVC AND THAT SUCH DISPUTE WILL BE RESOLVED SOLELY THROUGH ARBITRATION ON A PERSONAL BASIS, AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING. You and HVC agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and HVC agree that no Dispute can be brought as a class or other type of representative action, whether within or outside of arbitration or on behalf of any other individual or group of individuals.
- Federal Arbitration Act
You and HVC agree that these Terms and Conditions affect interstate commerce and that the enforceability of this Section 15 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
- Notice; Informal Dispute Resolution
You and HVC agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to HVC shall be sent by certified mail or nationally recognized overnight courier (e.g., Federal Express or United Parcel Service) to Heart Valve Collaboratory, Inc. 1700 Broadway, 9th Floor, New York, New York 10019 Attn: Donald L. Abrams. Your notice to HVC must include (A) your name, postal address, telephone number, the email address you use or used for your Account and, if different, an email address at which you can be contacted, (B) a description in reasonable detail of the nature or basis of the Dispute, and (C) the specific relief that you are seeking. HVC’s notice to you will be sent electronically in accordance with Section 2 and will include (i) HVC’s name, postal address, telephone number and an email address at which HVC can be contacted with respect to the Dispute, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that HVC is seeking. If you and HVC cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or HVC may, as appropriate and in accordance with this Section 15, commence an arbitration proceeding or, to the extent specifically provided for in Section 15.1, file a claim in court.
EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND HVC AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR HVC WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE; OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND HVC WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and HVC agree that: (A) any arbitration will occur either (i) in person in the State of New York, County of New York; or (ii) telephonically; (B) arbitration will be conducted confidentially by a single arbitrator in accordance with the American Arbitration Association’s (“AAA”) Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms and conditions set forth herein (“AAA Rules”), which are hereby incorporated by reference; and (C) that the seat of the arbitration shall be New York, New York and that state or federal courts of the State of New York and the United States, respectively, sitting in the State of New York, County of New York, have exclusive jurisdiction over any litigation in aid of arbitration and the enforcement of any arbitration awards. The parties shall attempt to agree on the single arbitrator to be appointed to resolve the dispute. If the parties are unable to reach agreement within thirty (30) days after commencement of the arbitration with the AAA, the arbitrator selection process identified in the AAA Consumer Arbitration Rules shall apply. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court. Each party shall be responsible for its costs incurred in such arbitration or small claims court, but the arbitrator shall not have the authority to re-allocate those costs in an award or otherwise. If you cannot afford to pay for the arbitration, you agree to provide HVC the option of paying the arbitrator before seeking to initiate any other form of dispute resolution, including litigation. As part of the arbitration, both you and HVC will have the opportunity to reasonable discovery of non-privileged information that is relevant and material to the Dispute, including the ability to request from each other, and third-parties, documents, information and testimony that is relevant and material to the Dispute.
- Authority of Arbitrator
As limited by the FAA, these Terms and Conditions and the applicable AAA Rules, the arbitrator will have (A) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (B) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms and Conditions. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
- AAA Rules
The AAA Rules and additional information about the AAA are available on the AAA website. By agreeing to be bound by these Terms and Conditions, you either (A) acknowledge and agree that you have read and understand the AAA Rules, or (B) waive your opportunity to read the AAA Rules and claim that the AAA Rules are unfair or should not apply for any reason.
If any term, clause or provision of this Section 15 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 15 will remain valid and enforceable. Further, the waivers set forth in Section 15.2 are severable from the other provisions of these Terms and Conditions and will remain valid and enforceable, except as prohibited by applicable law.
- Opt-Out Right
- APPLICABLE LAWS; JURISDICTION
You agree that the laws of the State of New York, excluding its conflicts-of-law rules, shall govern these Terms and Conditions and your access to and use of the Website. Any Dispute between the parties that Section 15.1 permits to be resolved other than through arbitration or small claims court shall be resolved on a personal basis (in accordance with Section 15.2) in the state or federal courts of the State of New York and the United States, respectively, sitting in the State of New York, County of New York.
- NON-U.S. RESIDENTS
HVC controls and operates this Website from HVC’s offices in the United States of America. HVC does not represent that any of the materials on this Website are appropriate or available for use in other locations. Persons who choose to access this Website from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
These Terms and Conditions represent the complete agreement between HVC and you concerning the licenses granted hereunder, replacing all prior or contemporaneous oral or written communications concerning its subject matter. If any provision of these Terms and Conditions is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You may not assign, transfer or delegate your rights under these Terms and Conditions without HVC's prior written consent.
These Terms and Conditions will be binding on and inure to the benefit of the heirs, successors and permitted assignees of the parties. Failure to exercise or delay in exercising any right hereunder shall not be considered a waiver thereof, which can only be made by signed writing. No single waiver shall be considered a continuing or permanent waiver. The captions and headings used in these Terms and Conditions are inserted for convenience only.
- HOW TO CONTACT HVC
Any inquiries concerning these Terms and Conditions of Use should be directed to HVC via the Contact HVC form.