Last Updated: August 26, 2020
If you are unsure as to the terms of this Agreement, please do not proceed further and contact us at [email protected]
PLEASE READ THE TERMS CONTAINED IN THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. PLEASE NOTE THAT THESE TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMITS REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
INTRODUCTION TO AUMET AND OUR WEBSITE
Aumet is a medical marketplace that connects manufacturer, distributors, and end-users globally, by providing manufacturers and distributors online exposure and marketing. We sell medical products from suppliers to buyers in bulk quantities worldwide. We also sell matching services where we assign distributors to medical manufacturers worldwide.
ACCEPTABLE USE POLICY
Our Acceptable Use Policy sets out the content standards that apply when you upload content to our Website and Platform, contact or correspond with other users on our Website and Platform, link to our Website and Platform, or otherwise interact with our Website and Platform. You understand that through your use of our Website and Platform, you acknowledge and agree to be bound by the terms and conditions contained in our Acceptable Use Policy.
ELIGIBILITY & ACCESS RESTRICTIONS
To be eligible to use our Website or Platform, you must meet the following criteria and represent and warrant that you: (a) are 18 years of age or older; (b) are not currently restricted from accessing our Website or Platform, or not otherwise prohibited from having an account, (c) are not our competitor, or are not using our Website or Platform for reasons that are in competition with us; (d) will only maintain one registered account at any given time; (e) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (f) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (g) agree to provide at your cost all equipment, browser software, and internet access necessary to use our Website or Platform.
Subject to your compliance with the terms of this Agreement, we grant you a limited, non-exclusive, revocable, non-transferable, non-licensable, non-sublicensable license to access and use our Website or Platform and any content made available in or otherwise accessible through our Website or Platform, strictly in accordance with this Agreement.
You will not use, copy, adapt, modify, prepare derivative works based upon our Website or Platform, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit our Website or Platform, except as expressly permitted in this Agreement. When using and accessing our Website or Platform, you need to make sure that your internet connection is adequate. You are solely responsible for your internet connection including and not limited to the applicable charges, rates, tariffs, and other fees that might apply.
YOU AGREE THAT WE ARE NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM YOUR ACCESS OR USE OF OUR WEBSITE OR PLATFORM, INCLUDING ANY CONTENT FOUND THEREIN. WE PROVIDE NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY. THERE IS NO WARRANTY WHICH WILL EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ANY DAMAGE ALLEGED FOR A LOSS OR INJURY IS LIMITED TO THE FEE, IF ANY, PAID TO AUMET FOR THE ABILITY TO ACCESS OR USE OUR WEBSITE OR PLATFORM.
ACCESS AND SERVICE RESTRICTIONS
You agree that our Platform, including but not limited to the Website, graphics, trademarks, and editorial content, contains proprietary content, information, and material, which are owned by Aumet and/or our licensors, including our customers, brands and agencies, and are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of our Platform or in any manner that is inconsistent with the terms contained in this Agreement.
You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on our Website or Platform, in any manner, and you will not exploit our Website or Platform in any unauthorized way whatsoever, including but not limited to, using our Website or Platform to transmit any computer viruses, trojans, worms, logic bombs, or other material that is malicious or technologically harmful, or by trespassing or burdening network capacity. You further agree not to use our Website or Platform in any manner to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using our Website or Platform.
You must not attempt to gain unauthorized access to our Website and Platform, the server on which our site is stored, or any server, computer, or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website and Platform will cease immediately.
RESERVATION OF RIGHTS
You acknowledge and agree that our Website and Platform are provided for your use only. Except to the extent necessary to access and use our Website or Platform, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to our Website or Platform, whether expressly, by implication, estoppel, or otherwise. Aumet and its licensors and service providers reserve and will retain their entire right, title, and interest in and to our Website and Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
You agree to indemnify, defend, and hold Aumet and our officers, employees, managers, directors, customers, and agents (the “Indemnitees”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against Aumet and our Indemnitees arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct of you or your employees, agents, or contractors; (iii) incorrect information provided by you in your account or elsewhere; or (iv) a failure by you or your employees, agents, contractors or invitees to comply with applicable laws and regulations.
a.General Disclaimer. Your access to and use of our Website and Platform or any content are at your own risk. You understand and agree that our Website and Platform are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of our Website or Platform or any content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of our Website or Platform or any content; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by our Website or Platform; and (iv) whether our Website or Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from us or through our Website or Platform, will create any warranty or representation not expressly made herein.
b.Informational Purposes Only. The content on our Website and Platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Website or Platform. Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our Website and Platform is accurate, complete, or up to date.
c.Links to Third Party Websites. In the event that our Website and Platform contain links to third party websites and resources, these third-party links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We disclaim all liability and responsibility with respect to such third-party websites, resources, and information.
d.Ratings and Reviews. We are not liable or responsible for any ratings or reviews posted on our Website and Platform. However, we reserve the right to amended or delete such ratings or reviews without notification to the author at our sole discretion for any reason or no reason.
LIMITATION OF LIABILITY
To the extent permitted by applicable law, except for fraud, gross negligence, willful misconduct, death, or personal injury, in no event will Aumet be liable to you or any third party for any indirect, punitive, exemplary, incidental, special, or consequential damages whether in contract, tort (including negligence), breach of statutory duty, or otherwise arising out of this Agreement whether foreseeable or not, or the use of, or the inability to use, our Website or Platform, including, without limitation, any information made available through our Website or Platform pursuant to this Agreement. In the event the foregoing limitation of liability is determined by a court of competent jurisdiction to be unenforceable, then the maximum liability for all claims of every kind will not exceed one times (1x) the aggregate of payments received under this Agreement. The foregoing limitation of liability will cover, without limitation, any technical malfunction, computer error or loss of data, and any other injury arising from the use of our Website or Platform. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. To the extent that Aumet may not disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Aumet’s liability will be the minimum permitted under applicable law. You acknowledge and agree that Aumet will not be liable for loss of profits, sales, business, revenue, anticipated savings, business opportunity, or goodwill or reputation.
All sections, which by their nature and context are intended to survive the termination of this Agreement, will survive.
COPYRIGHT INFRINGEMENT/DMCA NOTICE
If you believe that any content on our Website or Platform violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to the Digital Millennium Copyright Act of 1998 (“DMCA Takedown Notice”)) must be provided to our designated Copyright Agent.
Your physical or electronic signature; Identification of the copyrighted work(s) that you claim to have been infringed; Identification of the material on our Website or Platform that you claim is infringing and that you request us to remove; Sufficient information to permit us to locate such material; Your address, telephone number, and email address; A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner. Aumet’s Copyright Agent to receive DMCA Takedown Notices is Yahya Aqel, at [email protected] and at Aumet, Inc., Attn: DMCA Notice, 3260 Hillview Avenue, Palo Alto, California 94304, United States. You acknowledge that for us to be authorized to take down any content, your DMCA Takedown Notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by Aumet in connection with the written notification and allegation of copyright infringement.
This Agreement is only for your benefit. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
ANTI-BRIBERY AND EXPORT COMPLIANCE
You agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer our Website or Platform in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) our Website or Platform to any destination, person, entity or end-use prohibited or restricted under the US law without prior US government authorization to the extent required by the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the Export Administration Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by the applicable regulations.
We reserve the right, at our sole discretion, to change or modify this Agreement at any time. In the event, we modify the terms of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. We will endeavor to provide you at least fifteen (15) days prior of such the modifications on our Website or Platform by posting a modified version of this page or by a comparable means. Your continued use of our Website or Platform shall constitute your consent to such changes.
RELATIONSHIP OF PARTIES
The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. The User has no power or authority to bind Aumet to any obligation, agreement, debt or liability. The User shall not hold itself out as an agent or representative of Aumet.
This Agreement shall be governed by the law of the State of Delaware, without respect to its conflicts of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 20.
DISPUTE RESOLUTION AND ARBITRATION
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH AUMET AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
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 Aumet agree (a) to waive your and Aumet’s respective rights to have any and all Disputes arising from or related to this Agreement or the use of our Website or Platform, resolved in a court, and (b) to waive your and Aumet’s respective rights to a jury trial. Instead, you and Aumet 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 a jury in court).
b.No Class Arbitrations, Class Actions or Representative Actions
c.Federal Arbitration Act
d.Notice; Informal Dispute Resolution
You and Aumet agree that each party will notify the other party in writing of any arbitral 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 Aumet shall be sent by certified mail or courier to Aumet, Inc., Attn: Yahya Aqel, 3260 Hillview Avenue, Palo Alto, California 94304, United States. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Aumet 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. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Aumet 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 Aumet may, as appropriate and in accordance with this Section, commence an arbitration proceeding.
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 AUMET AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR AUMET WITHIN (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND AUMET WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Aumet agree that (a) any arbitration will occur in Santa Clara County, California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of California, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. 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.
f.Authority of Arbitrator
The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. We will not seek and hereby waive all rights we may have under applicable law to recover, attorneys’ fees and expenses if we prevail in arbitration.
g.Rules of AAA
If any term, clause or provision of this Section 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 will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.
YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY WRITING TO: AUMET, INC., RE: OPT-OUT3260 Hillview Avenue, Palo Alto, California 94304, United States. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 22.