Epsy Website Terms of Use

We, LivaNova USA, Inc., require all visitors of our website at www.epsyhealth.com (“Site”) to comply with these Epsy Website Terms of Use (“Terms”). THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

LivaNova reserves the right to amend these Terms at any time. You must review these Terms each time you visit our Site. By accessing or using our Site, you accept these Terms in their entirety. If you do not agree to follow and be bound to these Terms, you must not access, use, or download materials from, our Site.

Restrictions

You must comply with the Terms and all applicable laws when accessing or using our Site or communicating with us. You must not do or attempt to do any of the following:

·       use our Site to submit, store or transfer any: (i) material that is unlawful, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law;  or (ii) material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

·       interfere with or disrupt the integrity or performance of our Site;

·       use any means to gain unauthorized access to our Site or any of our systems, networks or accounts;

·       probe, scan or test the vulnerability of our Site or any network connected to our Site;

·       breach the security or authentication measures on our Site or any network connected to our Site;

·       pretend that you are, or that you represent, someone else, or impersonate any other individual or entity; or

·       take any action that imposes an unreasonable or disproportionately large load on the infrastructure of our Site or our systems or networks, or any systems or networks connected to our Site or LivaNova.

The information on our Site does not constitute medical or professional services advice

Please note that our Site contains only general information about our products and services and how they can be used by patients. This information is provided 'as is' and 'as available', and changes rapidly, and is therefore provided for educational and information purposes only. Our Site can never replace the need for patients to consult their health care service providers for diagnosis and treatment.

Our Site does not offer product for sale and availability of products

Our Site does not offer LivaNova products for sale, and information is provided for general educational and information purposes only. Depending on where users are located, you may view information that relates to products or treatments that are not available or authorized in your home country.

No offer for sale or invitation to investors

The information contained on our Site does not constitute an offer or solicitation for public sale, purchase or acquisition of securities of any of the companies mentioned on our Site, regardless of applicable jurisdiction or location. The information contained on our Site should not be relied upon for the taking - or omitting to take - any investment decision. Our Site does not contain legal or financial advice. For a review of the current financial position of the companies mentioned herein, please refer to the consolidated accounts.

Our Site may contain "forward-looking statements" which, at the time made, were based on then-current reasonable assumptions and expectations made by company management of future events, performance and developments. If any of those underlying assumptions or expectations prove or have proven to be inaccurate or unknown or if risks or uncertainties materialize or have materialized, actual results could vary or already may have varied materially from the company's expectations and projections in these statements. These risks and uncertainties include general industry conditions and competition; economic conditions, such as interest rate and currency exchange rate fluctuations; technological advances and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approvals; domestic and foreign health care reforms and governmental laws and regulations; and trends toward health care cost containment. LivaNova assumes no obligation to update any forward-looking statements as a result of new information or future events or developments.

No guarantee of accuracy or completeness and no warranties

LivaNova adopts all precautions it reasonably believes to be necessary to provide, on our Site, correct and up to date - at the time of publication - information. All content on our Site is therefore provided on an 'as is' and 'as available' basis. No warranties are provided by LivaNova in this regard. LivaNova expressly disclaims all warranties of any kind, either express or implied, statutory or otherwise including the implied warranties of merchantability, fitness for purpose or non-infringement. While every effort is made to ensure the quality of the information provided on our Site, LivaNova provides no guarantees or warranties as to the reliability, accuracy, quality, timeliness or completeness of information on our Site, nor that the use of our Site shall be uninterrupted or available or error-free. Users are further responsible for any and all precautions necessary for ensuring that any content obtained from our Site is free of viruses or similar computer code.

Some territories do not permit limitations or exclusions on implied warranties. As a result, one or more of the above limitations may not apply to you. You agree that LivaNova - even if advised of the risk thereof - shall not be liable for any damage resulting from the use - or failure to use - our Site, including in relation to any and all warranties, contracts, torts, strict liability or other legal theory. This condition of use applies to LivaNova, its affiliates, and its and their officers, directors, employees and suppliers. This limitation of liability shall apply to all losses including direct or indirect, special, exemplary, incidental, economic, consequential and punitive damages. The total liability of these parties - if any - shall in no circumstances exceed $200, save where such limit is expressly prohibited by applicable laws.

LivaNova's intellectual property rights

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code contained on our Site (collectively, “Site Content”), including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of such Site Content, and any improvements, changes or enhancements thereto, are owned, controlled or licensed by or to LivaNova, and is protected by trade dress, copyright, patent and trademark laws, and other intellectual property rights and unfair competition laws.

Users are advised that information on our Site may be transferred solely for personal use and not for commercial purposes of any kind. Save where otherwise indicated on our Site, users are permitted to make photocopies, printed copies, and to email or download portions of our Site for personal use on the condition that every such copy contains an indication of the property rights in the copy held by LivaNova, and the exclusions of liability and guarantees and warranties appearing in these Terms. Save as provided above, users may further not display or use our Site Content or logos or marks of LivaNova in any manner without prior written permission from LivaNova. Any other use of our Site or any part thereof is prohibited. We reserve all intellectual property rights in our Site Content and our Site.

Links to our Site

Through the present terms of use, users receive a non-exclusive, limited and revocable license to link to our Site. LivaNova reserves the right to revoke such license at any time and at its sole discretion. If revocation occurs, users must remove and - where applicable - disable any and all links to our Site. LivaNova disclaims any and all liability for the contents or presentation of any site through which our Site is accessed through hyperlinks or equivalent. Similarly, LivaNova disclaims all liability for sites accessed through hyperlinks contained on our Site. Any users that wish to insert a hyperlink in their own site to achieve access to our Site must first obtain the prior permission of LivaNova by contacting corporate.communications@LivaNova.com.

LivaNova does not authorize users to use links through the use of so-called 'framing'. The use of our Site - or any portion thereof or link thereto - is prohibited in relation with any site that may reasonably be considered as obscene, vulgar, defamatory, unlawful in any manner, harassing, or offensive. Our Site contains - for information and convenience purposes only - links to other websites of companies owned or controlled by LivaNova. These sites may contain information concerning products that are not available or authorized in your territory. Your use of sites not controlled by LivaNova is further subject to the terms of use or equivalent of those sites and LivaNova disclaims any liability in this regard, including in relation to any privacy policies of such sites.

User submissions

LivaNova values your opinion about our Site, its contents and design, and how we may improve the information we provide to you. Users are reminded, however, that should they decide voluntarily to submit any information through our Site or to contact information shown on our Site, such information will be considered as non-personal, non-confidential and non-proprietary, to the fullest extent permissible by applicable law.

Our Site may also allow users to access online sources of information, fora, user-chat-services or the like. LivaNova expressly disclaims any responsibility or liability for their content. LivaNova reserves the right at any time and at its sole discretion to delete, move or edit - in whole or in part - any information submitted by users through our Site. Users agree: not to submit - in any manner whatsoever - any information that infringes applicable laws, that is obscene, offensive or otherwise inappropriate or that contains viruses or similar computer codes; and understand that any submitted information will be treated as non-confidential; that submission constitutes the grant to LivaNova of the irrevocable right to use, copy, modify, publish, perform, transmit or display such information via any media in accordance with LivaNova's privacy statement. Users waive any moral rights to such information.

Severability and continuation

In the event that any portion of these terms of use is declared inapplicable by a competent authority, the rest of the provisions shall remain applicable and in force to the full extent permitted by law. Users' obligations under these terms and conditions, including in relation to sections no guarantee of accuracy or completeness and no warranties, LivaNova's intellectual property rights and user submissions, will survive the termination of these Terms. If users harm - in any manner whatsoever - third parties through their use of our Site, users agree to hold harmless and indemnify LivaNova against any and all liability for such harm.

Jurisdiction and venue

The Terms shall be governed by and construed in accordance with the laws of the Delaware, without giving effect to its conflicts of law principles and excluding the U.N. Convention on the International Sale of Goods. Except as otherwise provided in these Terms, any claim or controversy arising out of or relating to these Terms or the breach thereof shall be settled by binding arbitration in Delaware, as follows:

  1. A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to us should be addressed to: 100 Cyberonics Boulevard, Houston, Texas, USA 77058. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If LivaNova and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, LivaNova or you may commence an arbitration proceeding.
  2. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules are available online at adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The arbitrator is bound by these Terms. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration provision are for the court to decide. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
  3. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. YOU AND LIVANOVA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and LivaNova agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

Links to other websites

Our Site may contain links to websites operated by other parties. The linked sites are not under the control of LivaNova, and LivaNova is not responsible for the content available on any other internet sites linked to our Site. Such links do not imply LivaNova's endorsement of material on any other site and LivaNova disclaims all liability with regard to your access to such linked websites. LivaNova provides links to other internet sites as a convenience to users, and access to any other internet sites linked to our Site is at your own risk.

Unless otherwise set forth in a written agreement between you and LivaNova, you must adhere to LivaNova's linking policy as follows: (i) any link to a LivaNova website must be a text only link clearly marked "LivaNova website," (ii) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with LivaNova's names and trademarks, (iii) the link must "point" to the root domain name of the LivaNova website and not to other pages within the website, (iv) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with LivaNova, (v) when selected by a user, the link must display the website on full-screen and not within a "frame" on the linking website, and (vi) LivaNova reserves the right to revoke its consent to the link at any time and in its sole discretion.

Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by LivaNova without restriction.