Last modified: August 24, 2023
THE WEBSITE IS INTENDED FOR USE BY UNITED STATES RESIDENTS ONLY.
BY USING THE WEBSITE, YOU ARE STATING THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO BE BOUND BY, THESE TERMS (WHETHER OR NOT YOU CONFIRM YOUR AGREEMENT, SUCH AS BY CLICKING “I AGREE”). IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO USE THE WEBSITE.
THESE TERMS INCLUDE (1) VARIOUS LIMITATIONS AND EXCLUSIONS; (2) A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED AND THAT GENERALLY REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS AND INCLUDES A CLASS ACTION WAIVER; (3) A WAIVER OF YOUR RIGHT TO TRIAL BY JURY; AND (4) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US AND CERTAIN THIRD PARTIES THAT MAY ARISE OUT OF THE USE OF OR OTHERWISE RELATES TO USE OF THE WEBSITE.
IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.
You represent and warrant that: (a) you are of legal age to form a binding contract with Valeos; (b) if you are using the Website on behalf of a person, company or entity, you represent and warrant that you have full legal authority to accept these Terms on behalf of that person, company or entity; and (c) you will not share personal information of third parties with us (e.g., personal information of your patients), except as consented to by the third party or as otherwise permitted under applicable law.
No Medical Advice
The information, files, documents, text, photographs, images, audio, and any materials accessed through or made available for use or download through the Website (“Content”), including, without limitation, any information about diseases, conditions, treatments, or medicines, are for informational purposes only. The Content is not intended to be and is not a substitute for professional medical advice, diagnosis, or treatment. Nothing on the Website should be construed as the giving of advice or the making of a recommendation regarding any decision or action related to your health or the health of others. We do not monitor or authenticate the information contained on the Website for accuracy, safety, or reliability. Inclusion of Content on the Website does not mean that Valeos supports or recommends a specific treatment, drug, physician, test, or other information on the Website. Any reliance on such Content is solely at your own risk. You should consult a doctor or other qualified health care professional regarding any questions you have about your health or before making any decisions related to your health or wellness.
If you are a doctor or other qualified health care professional, you should not offer any medical advice or treatment on the Website, nor should you allow the Content of the Website to substitute for your own medical judgment, which you should exercise in evaluating the information on the Website. Please thoroughly review the information provided through the Website before deciding whether any of the products, services or treatments mentioned are right for you or others.
Changes to these Terms and the Website
- Changes to these Terms. Valeos reserves the right to update or modify these Terms at any time, without prior notice. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Your use of the Website following any such change constitutes your agreement to follow and be bound by the Terms as changed. For this reason, we encourage you to review these Terms each time you access this Website.
- Changes to the Website. Valeos may make improvements and/or changes to the Website at any time. Although we attempt to periodically update information on the Website, the Content and services provided on or through the Website may occasionally be inaccurate, incomplete or out of date. We make no representation or warranty that the information on the Website is current, complete or accurate, and we undertake no obligation to update or revise the information contained on the Website, whether as a result of new information, future events or circumstances or otherwise. Valeos will not be liable for any failure to update such information. It is your responsibility to verify any information contained on the Website before relying upon it.
We reserve the right to withdraw, amend, or restrict your access to the Website (including any part thereof), and/or any service or Content we provide on the Website, in our sole discretion, at any time, without notice. We will not be liable if, for any reason, all of any part of the Website is unavailable. You are responsible for making all arrangements necessary for you to have access to the Website. In addition, you are solely responsible for ensuring that any access or use of the Website through your Internet connection complies with these Terms.
Using the Website and our Content
- License Grant. Subject to, and conditioned on, your compliance with these Terms, Valeos hereby grants to you a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable, royalty-free right and license to: (i) use the Content provided by Valeos for your internal non-commercial use; and (ii) to use the Website to access resources offered by Valeos, its affiliates and licensors.
- Marks. You will not use Valeos’ or any of its affiliates’ names, logos, or trademarks (collectively, the “Marks”), without our prior written consent.
- Ownership. As between you and Valeos, we and our affiliates and licensors own all rights, title, and interest in and to the Website, the Content, the Marks, and all associated databases, software, know-how, and other materials. All rights not expressly granted in these Terms are withheld.
- Feedback. If you provide us feedback about the Content or the Website, you hereby grant to Valeos an unlimited, worldwide, royalty-free, perpetual, sublicensable (including through multiple tiers), and irrevocable right and license to use, share, commercialize, and otherwise exploit your feedback in any manner and for any purpose without any obligation to you.
- You agree not to use the Website or the Content: (i) in violation of these Terms or any law; (ii) to post or upload information or content that is false, inaccurate, or misleading; (iii) to transmit or display any material that is illegal, abusive, graphically distressing, inflammatory, profane, threatening, hateful, tortious, defamatory, discriminatory, obscene, sexually explicit or contains pornography, libelous, invasive of another’s privacy, hateful, or otherwise objectionable or offensive, or to harass or harm Valeos, another entity or another individual; (iv) to infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy of any party; (v) to transmit any unsolicited or unauthorized advertising or promotional materials; (vi) to transmit any material that contains adware, malware, spyware, software viruses, or any other harmful code; (vii) to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (viii) to interfere with or disrupt the Website or any software, hardware, telecommunications equipment or networks used by us; (ix) disparage or injure the reputation or goodwill of Valeos, or any of its officers, directors, or employees; (x) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; (xi) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Website or (xii) interfere with others’ use and enjoyment of the Website (for example, by spamming, soliciting or overly promoting personal interests).
- You are prohibited from violating or attempting to violate the security of the Website, including, without limitation: (i) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (iii) accessing or using the Website or any portion thereof without authorization, in violation of these Terms or in violation of law. Violations of system or network security may result in civil or criminal liability. We will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting people who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of any Website or any activity being conducted on the Website.
- We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates these Terms, including without limitation, removing the offending content from the Website, suspending or terminating the access of such violators to the Website and reporting violations to the law enforcement authorities.
Linking to the Website
If you wish to link to the Website, you may include an active link on any website you control directing a browser to the home page of the Website, provided that you agree to remove the link at any time upon our request. You may not link to or otherwise provide access to the Website in any way that: (a) alters the look, feel, or functionality of any aspect of the Website; or (b) in any way that disparages the Website or that could injure the reputation or goodwill of Valeos.
Indemnification & Release; Disclaimer of Warranties; Limitations on Liability
Our Website is not intended for minors, and if we learn we have collected or received personal information from a child under 13, we will delete that information.
- Indemnity; Release. You agree to release, indemnify, defend and hold harmless Valeos, its affiliates, officers, directors, employees, agents, licensors and suppliers (together, “Valeos Parties”) from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees and court costs, resulting from or relating to: (i) your use of the Website and Content made available on the Website; and (ii) any violation of these Terms or applicable law by you in connection with your use of the Website, including, but not limited to, any actual or alleged infringement by you or any person to whom you provide access to the Website of any intellectual property or privacy or other right of any third party, to the fullest extent permitted under applicable laws.
If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
- Disclaimer. THE WEBSITE AND ALL CONTENT ON THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, TO BE USED ONLY FOR INFORMATIONAL PURPOSES. THE VALEOS PARTIES MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE WEBSITE AND CONTENT, AND EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. YOU AGREE THAT USE OF THE WEBSITE AND CONTENT IS AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR VERIFYING ALL OF THE CONTENT AVAILABLE ON THE WEBSITE BEFORE RELYING ON IT. WE MAY DISCONTINUE PROVIDING ACCESS TO THE WEBSITE AND CONTENT OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE OR OPERATION THEREOF, AT ANY TIME AND FROM TIME TO TIME WITHOUT NOTICE OR PENALTY, INCLUDING WITHOUT LIMITATION IMPOSING LIMITS ON CERTAIN FEATURES OF THE WEBSITE OR RESTRICTING ACCESS TO THE WEBSITE. NEITHER WE NOR ANY OF OUR AFFILIATES WARRANT THAT THE WEBSITE AND CONTENT WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, CURRENT, COMPLETE, ERROR FREE OR FREE OF HARMFUL COMPONENTS.
- Limitations of Liability. NONE OF THE VALEOS PARTIES WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH ANY USE OF OR RELIANCE ON CONTENT, MATERIALS, OR LINKS MADE AVAILABLE ON OR THROUGH THE WEBSITE. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO $100.
- Exclusions. Some jurisdictions do not allow exclusions of liability for certain types of damages. Accordingly, some of the above limitations may not apply to you to the extent prohibited by law. In such cases, the Valeos Parties’ liability will be limited to the fullest extent permitted by applicable law.
Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the District of Columbia without regard to its conflicts of laws principles. IF ANY CONTROVERSY OR CLAIM BETWEEN YOU AND VALEOS ARISES OUT OF YOUR USE OF THE WEBSITE OR THESE TERMS THAT CANNOT BE RESOLVED THROUGH DIRECT DISCUSSIONS, THE DISPUTE SHALL BE RESOLVED BY FINAL AND BINDING CONFIDENTIAL ARBITRATION BEFORE A SINGLE NEUTRAL ARBITRATOR ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS CONSUMER ARBITRATION RULES OR SUBSEQUENT VERSIONS THEREOF (“AAA RULES,” AVAILABLE AT WWW.ADR.ORG) OR, IF THE CLAIMS QUALIFY, IN SMALL CLAIMS COURT. IN ARBITRATION THERE IS NO JUDGE OR JURY, AND COURT REVIEW OF AN ARBITRATION AWARD MAY BE LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT. TO BEGIN AN ARBITRATION PROCEEDING, THE PARTY BRINGING A CLAIM MUST SEND A LETTER TO THE OTHER PARTY REQUESTING ARBITRATION THAT DESCRIBES THE CLAIM. WE WILL SEND THE LETTER TO THE ADDRESS YOU HAVE PROVIDED US. YOU MUST SEND THE LETTER TO US AT: VALEOS TRANSPLANT SOCIETY, 601 MASSACHUSETTS AVE NW, WASHINGTON, DC 20001. THE AAA RULES FOR SELECTION OF AN ARBITRATOR SHALL BE FOLLOWED, EXCEPT THAT THE ARBITRATOR SHALL BE EXPERIENCED AND LICENSED TO PRACTICE LAW IN THE DISTRICT OF COLUMBIA YOU MAY CHOOSE TO HAVE THE ARBITRATION CONDUCTED BY TELEPHONE, BASED ON WRITTEN SUBMISSIONS OR IN PERSON AT ANOTHER MUTUALLY AGREED LOCATION. WE EACH AGREE THAT THE STATUTE OF LIMITATIONS FOR ASSERTING ANY CLAIMS ARISING OUT OF USE OF THE WEBSITE OR THESE TERMS SHALL BE A PERIOD OF ONE YEAR FROM YOUR LAST USE OF THE WEBSITE. WE EACH AGREE THAT ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTIONS ARISING OUT OF OR CONNECTED WITH THESE TERMS OR THE SITE SHALL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF AND VENUE IN ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION LOCATED IN WASHINGTON, D.C., AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL. NOTWITHSTANDING THE FOREGOING ARBITRATION REQUIREMENT, EITHER OF US MAY BRING SUIT IN COURT TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY RIGHTS.
- Term. These Terms will take effect when you first use the Website and will remain in effect until terminated according to these Terms.
- Termination. We have the right to terminate these Terms, and suspend or revoke your access to all or any portion of the Website and Content, at any time for any reason or for no reason. You may terminate these Terms with respect to you by discontinuing the use of the Website and Content.
- Effect of Termination. Upon termination or expiration, all rights granted to you under these Terms will terminate; however, Sections 2, 5(c), 5(d), 8, 9, 10 and 11 of these Terms shall survive any termination or expiration of these Terms, together with any other sections that by their nature are intended to survive the termination or expiry of this Agreement.
- Electronic Communications. You agree that (i) these Terms constitute an agreement signed by you under applicable law; and (ii) any notices or other communication regarding your use of the Website may be provided to you electronically (by posting on the Website, by e-mail, and other electronic formats) and will be considered received upon posting or other distribution.
- Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and Valeos or any of Valeos’ affiliates. Valeos and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
- Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may freely assign or delegate any and all rights and obligations under these Terms without notice to you.
- Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Valeos and its affiliates. Accordingly, you agree that, if you violate or breach these Terms, Valeos shall have the right to seek injunctive relief against you in addition to any other legal remedies that Valeos may have.
- Notices. All notices will be in writing and will reference these Terms. We may notify you using the information you provided, including by email. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Valeos accepts service of process at this address:
Arnold & Porter
Attn: James P. Joseph
601 Massachusetts Ave NW
Washington, DC 20001
- Waiver and Severability. No waiver by Valeos of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Valeos to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
- Contact Us. All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to [email protected].