Terms of Use.

Welcome to this website (the “Site”), which is owned and operated by Elutia (“Elutia”, “we”, or “us”).  These terms of use (the “Terms of Use”) set forth the legally binding terms and conditions for your use of the Site as set forth below.  PLEASE READ THESE TERMS OF USE CAREFULLY.  BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.  IF YOU ARE ENTERING INTO THESE TERMS OF USE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO ALL OF THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS SITE.

1. Elutia Content.

As between you and Elutia, the materials, information and content available on the Site, and any derivative works thereof, (collectively, the “Elutia Content”) are proprietary to us and should be considered our confidential information. You agree at all times to hold in strict confidence and not disclose to any third party the Elutia Content, or any component thereof, except as authorized by these Terms of Use or otherwise approved in writing by us. Subject to the terms and conditions herein, we hereby grant you a limited, non-exclusive, non-transferable license to use, display and reproduce the Elutia Content solely for your internal business use and for no other purpose, provided you limit access to the Elutia Content to only those of your employees or authorized representatives who have a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein. As between you and us, we and/or our customers, as applicable, retain all right, title and interest in and to the Site and Elutia Content, and all related intellectual property rights.  We reserve all rights not granted in these Terms of Use. You will immediately notify us in the event of any loss or unauthorized disclosure of any Elutia Content. Upon our written request, or your termination of these Terms of Use, you must promptly delete or destroy all documents and other tangible materials representing any Elutia Content and all copies thereof.

2. Technology.

You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Site (“Our Technology”) are: (a) copyrighted by us and/or our licensors under United States and international copyright laws; (b) subject to other intellectual property and proprietary rights and laws; and (c) owned by us or our licensors.  Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors.  You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology.  Nothing in these Terms of Use grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site, according to these Terms of Use.  Furthermore, nothing in these Terms of Use will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology.  Certain of the names, logos, and other materials displayed on the Site constitute trademarks, tradenames, service marks or logos (“Marks”) of Elutia or other entities.  You are not authorized to use any such Marks.  Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.  Any use of third party software provided in connection with the Site will be governed by such third parties’ licenses and not by these Terms of Use.

3. Modification and Termination.

You agree that we, in our sole discretion, may immediately suspend or terminate your access to the Site or any part of the Elutia Content at any time, for any reason, in our sole discretion.  We also reserve the right, at any time, to modify the Elutia Content or to modify, suspend, or discontinue the Site, or any part thereof, with or without notice.  You agree that we will not be liable to you or to any third party for any modification of the Elutia Content or modification, suspension, or discontinuance of the Site.

4. Feedback.

We will treat any feedback or suggestions you provide to us as non-confidential and non-proprietary.  In the absence of a written agreement with us to the contrary, you agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.

5. Third Party Links.

The Site may contain links to other web sites operated by third parties.  Such third party web sites are not under our control, and we are not responsible for the content of any third party web site or any link contained in a third party web site.  You access these links at your own risk. It is your responsibility to evaluate the content and usefulness of the information obtained from these other sites. We provide these links only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to third party web sites.

6. Interaction with other users.

Opinions, advice, statements, offers, or other information or content made available on the Site, but not directly by us, are those of their respective authors. Such authors are solely responsible for such content. We do not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Site or available through the Site (including from any third-party physician listed on the Site), or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Site or through the Site (including any third-party physician listed on the Site). Under no circumstances will we or our affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Site or transmitted to or by any user of the Site.

7. Warranty Disclaimer.

WE ARE PROVIDING THE SITE AND THE SITE CONTENT ON AN “AS IS” BASIS FOR USE AT YOUR OWN RISK.  WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, NON-INTERFERENCE, AND SYSTEM INTEGRATION.  WE DO NOT WARRANT THAT YOUR USE OF THE SITE OR ANY RELATED SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS FREE.  WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE SITE CONTENT. INFORMATION AT THE SITE MAY NOT BE CURRENT AT THE MOMENT YOU VISIT THE SITE AND MAY CONTAIN ERRORS.

8. Medical Disclaimer.

WE DO NOT PROVIDE ANY PROFESSIONAL MEDICAL, DIAGNOSIS OR TREATMENT ADVICE. YOU ACKNOWLEDGE THAT SOME OF THE CONTENT THAT IS PROVIDED ON THE SITE MAY BE PROVIDED BY INDIVIDUALS IN THE MEDICAL PROFESSION, HOWEVER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PROVISION OF SUCH INFORMATION DOES NOT CREATE A PHYSICIAN (OR OTHER MEDICAL PROFESSIONAL) – PATIENT RELATIONSHIP, AND DOES NOT CONSTITUTE AN OPINION, MEDICAL ADVICE OR DIAGNOSIS OR TREATMENT OF ANY PARTICULAR CONDITION. THE SERVICES PROVIDE EDUCATIONAL CONTENT AND INFORMATION AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, AND ARE NOT INTENDED TO RENDER A MEDICAL OPINION AND/OR DIAGNOSIS.

9. Limitation of Liability.

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE OR THE SITE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY.  OUR TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS OF USE, THE SITE, OR THE SITE CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED FIVE DOLLARS ($5.00).

10. Indemnification.

YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND, AT OUR OPTION, DEFEND US  (INCLUDING OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS AND ANY THIRD-PARTY INFORMATION PROVIDERS) FROM AND AGAINST ALL DAMAGES, LIABILITIES, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY VIOLATION OF THESE TERMS OF USE.

11. Amendment.

We may change these Terms of Use from time to time.  Any such changes will become effective when posted on the Site.  If you object to any such changes, your sole recourse will be to cease using the Site.  Continued use of the Site following posting of any such changes will indicate your acknowledgement of such changes and your agreement to be bound by the revised Terms of Use, inclusive of such changes.

12. General Provisions.

You are responsible for compliance with all applicable laws. The Terms of Use and the relationship between you and us will be governed by the laws of the Commonwealth of Massachusetts, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state.  Any legal action, suit or proceeding arising out of or relating to the Terms of Use, or your use of the Site must be instituted exclusively in the federal or state courts located in Suffolk County in the Commonwealth of Massachusetts and in no other jurisdiction.  You further consent to exclusive personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court.  These Terms of Use are personal to you, and you may not transfer, assign or delegate your right and/or duties under these Terms of Use to anyone else and any attempted assignment or delegation is void.  You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder.  The paragraph headings in these Terms of Use, shown in boldface type, are included only to help make these Terms of Use easier to read and have no binding effect.  Any delay or failure by us to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision.  No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or portion thereof, to be unenforceable, that provision of the Terms of Use will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Use will continue in full force and effect. These Terms of Use along with the agreements referenced in these Terms of Use constitute the entire agreement between you and us with regard to the matters described above.

13. Communications.

The communications between you and us relating to the Site use electronic means.  For contractual purposes, you (a) consent to receive communications from us in an electronic form, whether via email or posting on the Site or other reasonable means; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in a writing. If you have any questions about the foregoing, please contact us at the following e-mail address: info@elutia.com.