Terms of Use 2018-01-10T15:36:48+00:00

Adagio Medical Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY

The following terms and conditions (the “Terms of Use”) govern your use of the following Website and the subdomains thereof: ADAGIOMEDICAL.COM (referred to herein as “Website”). The Website is made available by ADAGIO MEDICAL, INC. (or “ADAGIO MEDICAL” or “we” or “us”).

We may change these Terms of Use from time to time, by posting such changes on the Website, and such changes will be effective upon any further use of the Website. BY USING THE WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE AS APPLIED TO YOUR USE OF THE WEBSITE.

Effective Date: 12-27-2017

Proprietary rights

As between you and Adagio Medical, and except for your Submitted Materials (as defined below), Adagio Medical owns, solely and exclusively, all rights, title and interest in and to the Website, all the content (including, but not limited to, all audio, photographs, images, illustrations, renderings, drawings, webcasts, RSS feeds, podcasts, other services, graphics, logos, games, widgets, gadgets, applets, other distributable applications, other visuals, video, copy and software), software, code, data and other materials thereon (collectively, the “Site Content”), the look and feel, design and organization of the Website, and the compilation of the Site Content including, but not limited to, any copyrights, trademark rights, patent rights and other intellectual property and proprietary rights therein. Your use of the Website does not grant to you ownership or title of, in or to any Site Content or any other part of the Website.

Limited license

Subject to the terms and conditions set forth in these Terms of Use, Adagio Medical grants you a non-exclusive, non-transferable, limited license to access, view, use, and display the Website and Site Content on your computer or other internet-capable device, provided that you comply fully with these Terms of Use. The Website and Site Content are for your personal, educational and non-commercial use only. Any commercial use, distribution, publishing or exploitation of the Website, or any Site Content, is not allowed unless you have received the express prior written permission of Adagio Medical or the applicable rights holder.

Subscribers

In order to use certain services or features, or to participate in certain activities, on the Website, you may need to create a subscriber account on the Website and/or submit certain Personal Information (as defined in the Privacy Policy). Adagio Medical information collection and use policies with respect to user information are set forth in the Privacy Policy section. When creating your subscriber account, you agree to provide only true, accurate, current and complete information, and you accept all responsibility for all activities that occur under your subscriber account. You should not sell, transfer nor assign your subscriber account or allow others to use it. Adagio Medical reserves the right, at its sole discretion and without notice to you, to terminate your subscriber account.

Rules of Conduct

While accessing or using the Website, the Site Content and the various other features available on the Website, in addition to any other supplementary terms and conditions that may be posted or otherwise made available in connection with particular Website areas or features on the Website, you agree that you shall not:

  • impersonate any person or entity or misrepresent your affiliation with any other person or entity;
  • insert your own or a third party’s advertising, branding or other promotional content (including, without limitation, hyperlinks) into any of the Site Content or services on the Website (including, for example and without limitation, in an RSS feed or podcast received from Adagio Medical or otherwise through the Website), or into any of your Submitted Materials that you may submit to any forum or any other areas of the Website;
  • use, redistribute, republish or exploit any part of the Website or any Site Content (including, for example and without limitation, an RSS feed or a podcast on the Website) for any commercial or promotional purposes, or contact any other user of the Website for commercial or promotional purposes, or offer to buy or sell any product or service on or through your activities on the Website or in a forum on the Website;
  • alter, edit, delete, remove, fail to display, otherwise change the meaning or appearance of, or repurpose any of the Site Content, including, without limitation, any trademarks, trade names, logos, service marks, promotional taglines, or any other proprietary content or proprietary rights notices included therein or thereon;
  • obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Website through any means, including through means not intentionally made publicly available or provided for through the Website;
  • engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses or other Personal Information, or any other automatic or unauthorized means of accessing, logging-in or registering on the Website, or obtaining lists of users or other information from or through the Website, including, without limitation, any information residing on any server or database connected to the Website;
  • use the Website or its features and services in any manner that could interrupt, damage, disable, overburden or impair the Website or interfere with any other party’s use and enjoyment of the Website, such as sending mass unsolicited messages or “flooding” servers with requests;
  • circumvent, reverse engineer, decrypt, or otherwise alter or interfere with (or attempt, encourage or support anyone else’s attempt to do any of the foregoing) the Website or its services or any software on the Website;
  • create any links from the Website (or include any links in your submissions to any forum or any other part of the Website) directed to websites or content owned or maintained by third parties;
  • frame any third-party sites or content, in any manner that would constitute or could be interpreted as an endorsement or sponsorship by Adagio Medical of any third party site, content, information or other materials, or in any manner that would violate the terms and conditions of any such third party sites;
  • upload, post, transmit, distribute or otherwise publish to, on or through the Website, any information or materials which are false, fraudulent, misleading, unlawful, threatening, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, including without limitation, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
  • use the Website or the Site Content to, or in any other manner, violate, plagiarize or infringe the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or rights of publicity or any other proprietary or legal right;

Submitted Materials

  • Unless specifically requested, Adagio Medical does not solicit, nor does Adagio Medical wish to receive, any confidential, secret or proprietary information or other material from you through the Website, by e-mail or in any other way. Any information, proposals, requests, creative works, pictures, documents, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent on or through the Website in any manner (collectively, “Submitted Materials”) will be deemed to be not confidential or secret, and may be used by Adagio Medical in any manner consistent with these Terms of Use and the Website’s Privacy Policy.
  • By submitting Submitted Materials on the Website, you: (i) represent and warrant that either (A) your Submitted Materials are original to you and that no other party has any rights thereto or (B) that you have the necessary licenses, rights, consents and permissions to use such Submitted Materials and submit them to the Website for Adagio Medical use in accordance with these Terms of Use and the purposes described on the Website, and that any “moral rights” in the Submitted Materials have been waived; and (ii) you grant to Adagio Medical (and its affiliates) a royalty-free, fully paid-up, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sub-licensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make, sell and export such material (in whole or part) and/or to incorporate it (in whole or in part) in other works (including, without limitation, the Website), products or services in any form, media, or technology now known or later developed. Adagio Medical cannot be responsible for maintaining any Submitted Material that you provide to Adagio Medical or on or through the Website, and Adagio Medical may delete or destroy any such Submitted Material at any time.

Rights to monitor and edit content

Adagio Medical reserves the right (but does not have nor assumes any obligation) to monitor and/or review all information and materials posted or otherwise submitted to the Website. Adagio Medical is not responsible for any such materials, nor do we guarantee the truthfulness, accuracy or validity of any posted communication. Any action you take or do not take based upon information posted to the Website, including, but not limited, to medical, investment, trading, employment or other decisions, is done at your own risk.

Adagio Medical reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in Adagio Medical’s sole discretion, are objectionable or in violation of these Terms of Use, Adagio Medical’s policies or applicable law. Adagio Medical may also impose limits on certain features or restrict your access to part or all of the Website, without notice or penalty, if Adagio Medical believes you are in breach of these Terms of Use or applicable law, or for any other reason without notice or liability.

Indemnification

You agree to defend, indemnify and hold Adagio Medical and its affiliates and their directors, officers, employees, and consultants harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from (i) your use of the Website or the Site Content, (ii) your Submitted Materials, in whole or in part, or (iii) your breach or violation of the law or these Terms of Use. Adagio Medical reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with any such defense.

Linking to the Website

You agree that, without the prior express permission of Adagio Medical: (a) if you include a link from any other website to the Website, such link shall open in a new browser window; (b) you are not permitted to link directly to any image hosted on the Website, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another Website; and (c) you may not link from any other Website to the Website in any manner such that the Website, or any page of the Website, is “framed,” surrounded or obfuscated by any third party content, materials or branding. The posting or creation of a link to the Website signifies that you have read the restrictions described herein and agree to abide by their terms. Adagio Medical may, in its sole discretion, insist that any link to the Website be discontinued, and Adagio Medical may revoke your right to link to the Website from any other Website at any time upon written notice to you.

Third party websites

You may be able to follow links from the Website to third party websites and third party websites may link to the Website (“Linked Sites”). Adagio Medical has no responsibility for any information, content, advertising, products, services or other materials on any Linked Sites, and that links to Linked Sites do not necessarily constitute an endorsement, approval or sponsorship thereof by Adagio Medical. If you choose to rely on any Linked Site, you are doing so at your own risk and you assume all responsibilities and consequences resulting from such choice.

Privacy

Personal  Information you provide to us is subject to our Privacy Policy, as updated from time to time.

Medical information

The information on this Website is not intended nor is it implied to be a substitute for professional medical advice, nor is it intended to be used by patients for the diagnosis or treatment of any medical condition or disease. This service is presented for the sole purpose of disseminating health information. It is not intended, and must not be taken to be, the provision or practice of medical, nursing or professional healthcare advice or services in any jurisdiction. Always seek the advice of your physician or other qualified health provider before starting or stopping any treatment or if you have any questions regarding a medical condition.

No warranties / Limitation of liability

ADAGIO MEDICAL will use reasonable efforts to include accurate and up-to-date information on this Website but makes no warranties or representations of any kind as to its accuracy, currency or completeness. You agree that access to and use of this Website and the content thereof is at your own risk. As such, ADAGIO MEDICAL AND ITS AFFILIATES, including without limitation THEIR respective directors, principals, corporate officers, employees, agents, representatives, and consultants are not responsible for any errors, omissions, inaccurate information, or for the results obtained from the use of this Website. All information on this Website or any other aspect of this Website or any content on or accessed through this Website for any purpose is provided “AS IS” and “AS AVAILABLE,” with no guarantees of completeness, accuracy, timeliness, suitability, and without warranty of any kind, express or implied, including but not limited to, warranties of performance, merchantability, fitness for a particular purpose, title and non-infringement, unless and to the extent such representations and warranties are not legally excludable. In no way whatsoever will ADAGIO MEDICAL, its related alliances, affiliates, agents, employees or consultants be liable to you or anyone else for any decision made or action taken in reliance on the information in this Website or for any direct, indirect, incidental, special, exemplary, consequential, or other damages whatsoever (including, but not limited to, liability for interruption of business, loss of use, data or profits), even if advised of the possibility of such damages and without regard to the form of any action arising out of or in connection with this Website, any content on or accessed through this Website, or any copying, display or other use thereof. Certain links in this Website may connect to other websites maintained by third parties that may or may not be presented within a frame on the Website. ADAGIO MEDICAL has not verified the contents of such third party websites and does not endorse, warrant, promote or recommend any services or products that may be provided or accessed through them or any person or body which may provide them. ADAGIO MEDICAL has not issued or caused to be issued any advertisements, which may appear on such third party websites.

Copyright and Trademark

You may not distribute, modify, transmit, reuse, repost, or use the content of this Website for public or commercial purposes, including the text, images, audio, or video, without the written permission of Adagio Medical. You should assume that everything you see or read on this Website is copyrighted unless otherwise noted and may not be used, except as provided in the Terms of Use or in the text on the Website, without the written permission of Adagio Medical. Adagio Medical neither warrants nor represents that your use of materials displayed on the Website will not infringe rights of third parties not owned by, or affiliated with, Adagio Medical.

Reproduction of any material contained in this Website is prohibited without prior written permission from Adagio Medical. However, permission is granted to copy pages for personal, non-commercial use, provided that the reproduced pages are reproduced in their entirety, include all copyright and proprietary notices, are not modified or adapted in any way, and that acknowledgment is made to Adagio Medical.

Copyright protection extends to all material contained on this Website (including all software, HTML code, Java applets, Active X controls and other code). Except as otherwise expressly provided above, you may not copy, distribute, transmit, display, perform, reproduce, publish, license, modify, rewrite, create derivative works from, reverse engineer, redistribute, transfer, or sell any material contained on this Website without the prior written consent of Adagio Medical.

Trademarks, trade names, logos and service marks (collectively, “Trademarks”), which appear on this Website, are registered and unregistered Trademarks of Adagio Medical and others. You should assume that all trademarks, logos, designs, slogans, and trade dress appearing on this Website, whether or not appearing in large print, italics, or with the trademark symbol, are owned by Adagio Medical or its affiliate companies, or are used under license. All other Trademarks not owned by Adagio Medical are the property of their respective owners.  This Website may also contain or reference patents, proprietary information, technologies, products, processes, or other proprietary rights of Adagio Medical and/or other parties. No license to, or right in, any such trademarks, patents, trade secrets, technologies, products, processes, and other proprietary rights of Adagio Medical and/or other parties is granted to, or conferred upon you. As such, nothing on this Website shall grant in any way any license to use any Trademark, which appears on this Website without the advance written permission of Adagio Medical or the respective Trademark owner. Your use of any Trademark contained on this Website, or any other material contained on this Website, except as expressly permitted by these Terms of Use, is strictly prohibited.

Termination

Adagio Medical may terminate, change, suspend or discontinue all or any aspect of the Website at any time. Adagio Medical may restrict, suspend or terminate your access to the Website, to any Site Content and/or its services if we believe you are in breach of the these Terms of Use or applicable law, or for any other reason without notice or liability. Adagio Medical maintains a policy that provides for the termination in appropriate circumstances of the Website use privileges of users who are infringers of intellectual property rights.

Governing Law / Disputes

These Terms of Use and the relationship between you and Adagio Medical shall be governed by the laws of the United States and the state of California, without regard to its conflict of law provisions. You agree that any cause of action that may arise under the Terms of Use shall be commenced and be heard in the appropriate court in the state of California. You agree to submit to the personal and exclusive jurisdiction of the courts located within the state of California. Adagio Medical’s failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision.

Severability

If any provision of these Terms of Use is found to be void, unlawful, or unenforceable, then such provision shall be severable without affecting the enforceability of the remaining provisions of these Terms of Use.