Terms of Use Agreement

Welcome to our website. We are SUPIRB TECHNOLOGIES, LLC (“Medella”) and we manage the Medella website as a service to our customers. By using our website (www.medel.la) and/or any affiliated websites (collectively, “Medella Websites”), you are agreeing to comply with and be bound by the following TERMS OF USE AGREEMENT (“Agreement”). Please review the following terms carefully.

  1. 1. Acceptance; Age and Eligibility; Compliance; and Termination of Rights.
    1. 1.1 Acceptance of Agreement. By accessing the Medella Websites or using goods or services offered therein, you expressly agree to be subject to this Agreement. If you do not agree to be subject to this Agreement, you must not access the Medella Websites, or use any goods or services offered therein. This Agreement constitutes the entire and only agreement between Medella and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to your access and use of the Medella Websites, and content, products, or services provided through the Medella Websites, and the subject matter of this Agreement.
    2. 1.2 Age and Eligibility Requirements. The Medella Websites are intended for users who are 18 years or older and who are capable of entering into legally binding contracts. If you are under 18 years of age or are incapable of entering into a legally binding contract, please do not access the Medella Websites, or any content, products or services provided by or through the same.
    3. 1.3 Compliance. You must use the Medella Websites in compliance with all applicable laws and regulations, and all applicable third-party policies and agreements including without limitation wireless data service agreements, online store policies and terms of use, and any related third-party website policies and terms of use.
    4. 1.4 Termination of Rights. Your right to use the Medella Websites terminates immediately if you violate any provision of this Agreement.
  2. 2. Intellectual Property.
    1. 2.1 Content and Marks. With the exception of content provided by you on the Medella Websites, Medella owns, licenses or lawfully uses all of the content contained in the Medella Websites including without limitation: (a) any text, software, graphics, photos, sounds, music, videos, designs, compilations, magnetic translations, digital conversion interactive features and the like (collectively, the “Content”); and (b) any trademarks, service marks, trade dress and logos, whether owned by Medella or any third party (collectively, the “Marks”). The Content and Marks are provided to you “as-is” for your personal non-commercial use and may not be downloaded, copied, reproduced, distributed, transmitted, broadcasted, displayed, sold, licensed or otherwise exploited for any other purposes whatsoever not expressly permitted under this Agreement without the prior written consent of Medella and any other respective owners. All rights not expressly granted under this subsection of this Agreement are expressly reserved.
    2. 2.2 Licenses To Medella and Waiver of Rights. You hereby grant to Medella an irrevocable, royalty-free, worldwide, assignable, sub-licensable license to: (1) use any material or content that you submit on the Medella Websites for the purpose of (i) use on the Medella Websites, or (ii) marketing by Medella by any means and in any available media, whether now known or yet to be developed; and (2) make any and all modifications to material or content that you submit on the Medella Websites. You acknowledge and agree that you waive your moral rights to be identified as the author on any and all material or content identified under this subsection of this Agreement.
    3. 2.3 Intellectual Property Notification. Medella respects the intellectual property of others, and we ask you to do the same. If you believe that your work or mark (“IP”) has been used on the Medella Websites in a way that constitutes copyright and/or trademark infringement, please provide us the following information:
      1. (a) An electronic or physical signature of the person authorized to act on behalf of the owner of the IP interest allegedly infringed;
      2. (b) A description of the IP (and any related registrations) that you claim has been infringed;
      3. (c) A description of the material or work you claim is infringing the IP and its location on the Medella Websites;
      4. (d) Your address, telephone number, and email address;
      5. (e) A statement by you that you have a good faith belief that the disputed use of IP is not authorized by the IP owner, its agent, or the law; and
      6. (f) A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the IP owner or authorized to act on the IP owner’s behalf.

    Our agent for IP infringement notices on the Medella Websites can be reached at: IP@supirb.com.

  3. 3. Editing, Deleting and Modification. Medella reserve the right in Medella’ sole discretion to edit or delete any documents, information or other content that you provide to the Medella Websites.
  4. 4. Indemnification. You will defend, indemnify and hold harmless Medella, and any of Medella’ employees, shareholders, officers, directors, agents and other affiliates (collectively, “Affiliated Parties”) from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses, including, without limitation, attorneys’ fees, arising from: (a) your use or misuse of the Medella Websites; (b) your violation of any terms of this Agreement; (c) your violation of any third-party right, including, without limitation, any copyright, property, personality or privacy right; or (d) any claim that your use of the Medella Websites caused damages to a third party. Your indemnity obligation under this section of this Agreement survives this Agreement and your use of the Medella Websites.
  5. 5. Limitation of Liability. To the extent that the Medella Websites are provided to you by Medella, your use of the Medella Websites is at your sole risk. To the fullest extent permitted by law, Medella disclaim all warranties, express or implied, in connection with your use of the Medella Websites, and will in no event be liable to you for any direct, indirect, incidental, special, punitive or consequential damages, whatsoever resulting from any: (a) use of the Medella Websites; (b) reliance of information or content provided on the Medella Websites; (c) use of any third-party website linked from the Medella Websites; (d) incompatibility or inaccessibility of the Medella Websites; (e) personal injury or property damage of any kind resulting from your use of the Medella Websites; (f) interruption or unavailability of the Medella Websites; (g) inaccurate information posted on the Medella Websites; and (h) bugs, viruses or similar code which may be transmitted to or through the Medella Websites. The foregoing liability limitations apply to the fullest extent permitted by law.
  6. 6. Representations and Warranties. You affirm, represent and warrant that: (a) you are 18 years of age or older and are fully able and competent to enter into, accept and comply with this Agreement; (b) all information and content you provide on the Medella Websites are accurate and truthful; (c) you will not use, copy or distribute in any medium, any part of the Content or Marks other than for purposes expressly provided for in this Agreement; (d) you will not alter or modify any part of the Medella Websites, nor circumvent, disable or otherwise interfere with the security, copy-protection or use-restriction features of the Medella Websites, unless expressly permitted under this Agreement; (e) you will not access the Medella Websites through any technology or means other than as explicitly authorized by Medella (e.g. via any automated system, including without limitation, “robots” or “spiders”); (f) you will refrain from any act in relation to the Medella Websites that is in breach of any law or regulation of any applicable jurisdiction; (g) you will not use the Medella Websites for prohibited commercial uses including, without limitation, selling or distributing your account access information (i.e. username(s) and password(s)) for the Medella Websites or copies of the Medella Websites (in whole or part), unless expressly permitted in this Agreement or by express written agreement with Medella; (h) you will refrain from any act in relation to the Medella Websites that will harm Medella or any third party, including without limitation, your use, delivery or transmission of any viruses, unsolicited e-mails, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information in relation to the Medella Websites; (i) you will not to access without authority, interfere with, damage or disrupt any part of the Medella Websites, any equipment or network on which the Medella Websites are stored and any software used in the provision of the Medella Websites; (j) you will refrain from any act that may infringe or breach the intellectual property rights, privacy rights or other rights of Medella, Affiliated Parties, or any other third party through your use of the Medella Websites; (k) you will not in any way use the Medella Websites to submit to Medella or any other person or entity, any information that may be deemed obscene, indecent, pornographic, vulgar, profane, racist, sexist, discriminatory, offensive, derogatory, harmful, harassing, threatening, embarrassing, malicious, abusive, hateful, menacing, defamatory, or untrue; (l) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and you are not listed on any U.S. Government list of prohibited or restricted parties; (m) you will adopt reasonable safety precautions to protect your account username(s) and password(s) for Medella Websites; (n) you will refrain from any act contrary to any specific rule or requirement provided in this Agreement; (o) you will ensure that any credit information you supply to the Medella Websites is true and complete; (p) you will ensure that any charges incurred by you on the Medella Websites will be honored by your credit card company, and you will pay the charges you incurred on the Medella Websites, including any applicable taxes.
  7. 7. Privacy Policy. Medella processes information you have provided on the Medella Websites in accordance with the Medella Privacy Policy (“Policy”; available at www.medel.la/privacy). By accessing or using the Medella Websites, you consent to the terms of the Policy.
  8. 8. Securities Laws. The Medella Websites may include statements concerning MMedella’s operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives that are forward-looking statements. These statements are based upon a number of assumptions and estimates that are subject to significant uncertainties, many of which are beyond Medella’s control. When used on the Medella Websites, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Medella Websites and the information contained therein do not constitute an offer or a solicitation of an offer for sale of any securities. None of the information or content contained on the Medella Websites are intended to be, and will not be deemed to be, incorporated into any of our securities-related filings or documents.
  9. 9. Third Parties. Websites and websites providing the ability to download applications owned or operated by third parties may be made accessible to you via links on the Medella Websites. Medella has no control over and accept no responsibility for the content of any website or application to which a link from the Medella Websites exists unless Medella is the provider of those linked websites or applications. Such third-party websites and applications are governed by the terms of use and privacy policies of those third-party websites and applications, and will apply to your use of those websites and applications, and any goods and services you may obtain, acquire or purchase therefrom. Medella suggests that you consult the privacy policies and terms of use of such third-party websites and applications before providing any personally identifiable information or obtaining, acquiring, or purchasing any goods or services therefrom. If you have any queries, concerns or complaints about such third-party websites or applications, you must direct them to the operator of that third-party website or application.
  10. 10. Enforcement After Termination. All provisions of this Agreement will survive termination of your use of the Medella Websites including without limitation ownership provisions, warranty disclaimers, indemnity and limitations of liability.
  11. 11. Miscellaneous.
    1. 11.1 Jurisdiction. The Medella Websites are based in the United States (“U.S.”) and are deemed passive websites that do not give rise to personal jurisdiction over the Medella Websites, either specific or general, in jurisdictions other than the State of Washington. Medella makes no representations that the Medella Websites are appropriate or available for use in locations other than the U.S. Those who access or use Medella from other jurisdictions are responsible for compliance with such jurisdictions’ laws and regulations. If there is a dispute between you and Medella relating to the terms of this Agreement, the party substantially prevailing will be entitled to recover all costs and expenses of any subsequent proceedings (including trial, appellate and arbitration proceedings), including the attorneys’ fees incurred therein. You consent to the jurisdiction and venue of the courts sitting in Seattle, Washington.
    2. 11.2 Choice of Law. This Agreement is governed by the laws of the U.S. and the State of Washington, without respect to its conflict of laws principles.
    3. 11.3 Transferability. This Agreement will be binding on and inure to the benefit of you and Medella and both parties’ respective successors, assigns, heirs and personal representatives. You will not assign or transfer any right or obligation under this Agreement without the prior written consent of Medella and any attempted assignment without Medella prior written consent will be null and void. Medella may transfer any rights or obligations under this Agreement without your prior written consent.
    4. 11.4 Completeness and Severability. This Agreement and any other legal notices published by Medella on the Medella Websites constitutes the entire agreement between you and Medella concerning your use of the Medella Websites. If any provision of this Agreement is deemed invalid by a Court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which remain in full force and effect.
    5. 11.5 Waivers. No term or provision of this Agreement will be considered waived by Medella, and no breach excused by Medella, unless such waiver or consent is in writing and signed by Medella. The waiver by Medella of, or consent by Medella to, a breach, of any provision of this Agreement by you will not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by you.
    6. 11.6 Terms, User and Application Modification. Medella reserves the right, at its sole discretion, to modify or replace any and all of the terms of this Agreement, or change, suspend or discontinue the Medella Websites or any aspect or portion thereof, at any time by posting a notice on the Medella Websites or sending you a notice through the Medella Websites or by e-mail. Medella may also impose temporary limits on certain features on the Medella Websites or restrict access to portions or all of the Medella Websites without notice. Your unauthorized access to restricted sections of the Medella Websites is a violation of this Agreement. Medella will not be liable to you for any changes or modifications to this Agreement, except as expressly stated in writing between you and Medella. Medella suggests that you check the terms of this Agreement periodically for changes. Your use of the Medella Websites following Medella’ changes to the terms of this Agreement constitutes your acceptance of such changes.
    7. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THE MEDELLA WEBSITES.

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