Terms & Conditions of Use
THIS WEBSITE AND RELATED CONTENT AND SERVICES ARE PROVIDED SUBJECT TO THESE TERMS AND CONDITIONS. PLEASE READ THE FOLLOWING INFORMATION CAREFULLY. YOUR CONTINUED USE OF THE SITE WILL INDICATE YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PROMPTLY EXIT THE SITE.
IMPORTANT NOTICE TO YOU
These Terms and Conditions are in addition to any other agreement you may have with Company, including any agreement governing purchase or use of Company’s products or services by you or your organization. All content, data, information and other materials on or directly accessible from the Site, such as text, graphics, images, and other material (collectively, "Content") are for informational purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Site.
If you think you may have a medical emergency, call your doctor or 911 immediately. Company does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Site. Reliance on any information provided by Company, Company employees, others appearing on the Site at the invitation of Company, or other visitors to the Site is solely at your own risk.
The Site may contain health- or medical-related materials that are sexually explicit. If you find these materials offensive, you may not want to use our Site.
The Site is owned and operated by Company. Except for Third Party Content (defined below) all Content is owned by Company, its affiliates, licensors and/or vendors. The Site and all Content is protected by copyright and trademark laws. Any rights not expressly granted by these Terms and Conditions or any applicable end user license agreements are reserved by Company and/or its vendors and licensors.
Except for Third Party Content, the Content may not be distributed, modified, reproduced, or used, in whole or in part, without the prior written consent of Company, except that you may download Content from the Site to any single computer, provided you keep intact all copyright, trademark, and other proprietary notices and comply with these terms and any additional applicable end user license agreements. Except as provided in these Terms and Conditions, any use of the Content on any other website or networked computer environment for any purpose is prohibited.
3. Third Party Content
The Site may display, include, make available, or otherwise link to content, data, information, applications, web sites, or other materials generated or provided by third parties (“Third Party Content”). You understand that Third Party Content may include content that may be deemed offensive, indecent, or objectionable, or that may be inaccurate, unresponsive, unreliable, or even untruthful. By using the Site, you acknowledge and agree that Company shall not be responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of Third Party Content. Company does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any Third Party Content. Third Party Content is provided “as is” and solely as a convenience to you, with no warranties of any kind.
You agree that Company shall not be liable or otherwise responsible for any content or information you post in a web-forum, in a chat room, or through other interactive or “social networking” portions of the Site (your “Personal Content”) and that such Personal Content may be immediately displayed on the Site and treated as Third Party Content. The generation and distribution of Personal Content is at your own risk. You hereby grant to Company a non-exclusive, transferable, worldwide, royalty free, sublicensable, right and license to store, copy, distribute, transmit, publicly perform, display, create derivative works of, and otherwise use the Personal Content for purposes of providing the Site to third parties, including the right to transmit the Personal Content to other users of the Site.
4. No Framing
You may not frame or utilize framing techniques to use, surround or enclose any of Company’s names, trademarks, service marks, logos, or other proprietary information (including images, text, page layout, or form) of Company and/or its affiliates without Company’s express written consent.
Company makes no representation that materials in the Site are appropriate or available for use in any specific location. Those who choose to access the Site do so on their own initiative and are responsible for compliance with local or national laws, if and to the extent local or national laws are applicable. The software, technology and other Content from the Site is further subject to Canadian export controls and, potentially, the import laws of your jurisdiction. No software, technology or other Content from the Site may be downloaded or otherwise exported or re-exported to any person or entity on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders or otherwise prohibited by United States export control laws. By downloading or otherwise using any software, technology or other Content from the Site in any manner whatsoever, you represent and warrant that you are not on any such list or located in, under the control of, or a national or resident of any such country.
“BedsideMatters”, the Company logo, and related designs are trademark(s) and service mark(s) owned by Company. Company’s trademarks and service marks may not be used in connection with any product or service that is not from Company, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Company.
7. Company’s Use of Your Data and Communications
YOU ACKNOWLEDGE THAT SECURITY SAFEGUARDS, BY THEIR NATURE, ARE CAPABLE OF CIRCUMVENTION AND COMPANY DOES NOT AND CANNOT GUARANTEE THAT YOUR INFORMATION OR COMMUNICATIONS CANNOT BE ACCESSED BY UNAUTHORIZED PERSONS CAPABLE OF OVERCOMING SUCH SAFEGUARDS. YOU ACKNOWLEDGE AND AGREE THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (e.g., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE THE SITE, YOUR INFORMATION OR COMMUNICATIONS, AND/OR COMPANY’S NETWORKS. COMPANY SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES OR FOR YOUR INABILITY TO ACCESS OR USE THE SITE. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR INFORMATION AND SYSTEMS.
8. Hyperlinking to the Site
Except as specifically provided in these Terms and Conditions, you may not create hyperlinks to the Site. You may provide hyperlinks to the Site on a non-commercial, not-for-profit website, freely accessible by the public at no charge, provided that “deep links” (e.g., hyperlinks other than to Company’s homepage currently located at www.bedsidematters.com) must be in accordance with any additional terms, conditions and/or technical instructions that Company may post on the Site from time-to-time. If you desire to link to the Site in any other manner, you must obtain Company’s written permission pursuant to a Hyperlink Agreement. You shall not link to the Site in any manner which states or implies any affiliation between you or your organization and Company, or any sponsorship, approval or recommendation of you or your organization by Company. Any permitted link to the Site must clearly identify Company as the owner of the Site. Company reserves the right to redirect any links to the Site to any page it chooses.
9. Acceptable Use
As a condition of your use of the Site, you warrant to Company that you will not (i) use the Site for any purpose that is unlawful, (ii) use the Site for any commercial purpose, (iii) modify, rent, lease, loan, sell, or distribute the Site or Content in any manner, (iv) use or exploit the Site in an abusive, improper, or illegal manner as determined solely by Company, including but not limited to, by trespass, burdening network capacity, or using the Site to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party or to transmit illegal, pornographic, libelous, profane or otherwise offensive messages or content, (v) create derivative works based on the Site or Content or reverse engineer, deconstruct, disassemble or decompile any software or technology underlying the Site or provided through the Site.
10. Use of Robots
Company does not permit the use of robots, spiders, crawlers or the like in connection with the Site without Company’s prior written permission. This restriction does not apply to the use of these mechanisms to index content of the Site for use in connection with search engines and other online directories.
11. External Hyperlinks from the Site
The Site may contain hyperlinks to third party websites. External hyperlinks to or from the Site do not constitute any endorsement or recommendation by Company of any third party or its website, products, resources or other information. An external hyperlink to a site does not imply that Company is affiliated with or sponsors the third party's website. Company is not responsible for any software, data or other information available from any third party website. You are solely responsible for complying with all terms and conditions of use for the third party sites. You acknowledge that Company shall have no liability for any damage or loss arising from your access to, use of or reliance on any third party site, software, data, or other information.
12. Accuracy and Integrity of Information
13. Acquisitions; Bankruptcies
Company may disclose your information to affiliates, service providers, advisors, potential transactional partners or other third parties in connection with the negotiation or completion of a merger, acquisition, bankruptcy, liquidation, or sale of Company or some or all of Company’s assets.
14. No Warranty
THE SITE AND ALL INFORMATION AND CONTENT AVAILABLE THROUGH THE SITE IS PROVIDED “AS IS,” WITH ALL FAULTS, AND “AS AVAILABLE”. COMPANY DOES NOT WARRANT THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE RESULTS OF ANY QUERY WILL BE COMPLETE OR ACCURATE. COMPANY DOES NOT WARRANT THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY DATA, DESCRIPTION, IDENTIFICATION OR OTHER INFORMATION OR CONTENT DISPLAYED, DISTRIBUTED, HYPERLINKED OR OTHERWISE REFERRED TO THROUGH THE SITE. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, TITLE, NON-INFRINGEMENT, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, MERCHANTABILITY, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
15. Limitation of Liability
NEITHER COMPANY NOR ITS AFFILIATES, NOR THEIR LICENSORS OR SUPPLIERS, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING FROM YOUR USE OF (OR INABILITY TO USE) THE SITE OR THE INFORMATION OR CONTENT CONTAINED THEREIN, HOWEVER ARISING, EVEN IF COMPANY OR ITS AFFILIATES OR THEIR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION DOES NOT APPLY TO THE EXTENT IT IS PROHIBITED BY LAW.
YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE OR OTHER SITE-RELATED CONTENT, INFORMATION, SERVICES, AND/OR HYPERLINKED WEBSITES IS TO STOP USING THE SITE AND/OR SUCH CONTENT, INFORMATION, SERVICES, OR SERVICES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You agree to indemnify and defend Company and its affiliates, and their participants, members, volunteers, staff, employees, suppliers, directors, and agents from any claims, actions, losses, liabilities, damages, costs, and expenses (including attorneys fees and costs) directly or indirectly arising from your (a) use of the Site and/or Content, (b) violation of any third party right, or (c) breach of any of these Terms and Conditions. You agree to cooperate as fully as reasonably required in the defense of any claim. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification under this section and, in any event, you agree not to settle any such matter without the prior written consent of Company.
17. Procedure for Making Claims of Copyright Infringement
Company respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Company the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Site;
Your address, telephone number, and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
18. Changes to these Terms and Conditions
Certain provisions of these Terms and Conditions may be superseded by expressly designated legal notices or terms located on particular pages within the Site. The parties agree that any and all disputes, claims or controversies arising out of or relating to these Terms and Conditions that are not resolved by mutual agreement shall be governed by Ontario law, without giving effect to principles of conflicts of laws provisions thereof, and submitted to final and binding arbitration. The arbitration shall take place in Toronto, Canada unless the parties otherwise agree in writing. Within fourteen (14) days thereafter, the arbitrator shall arrive at a final decision, which shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final, binding and conclusive on the parties and shall constitute the only method of resolving disputes or matters subject to arbitration pursuant to this Terms and Conditions; provided, however, nothing shall prohibit the parties from seeking injunctive relief and/or other equitable remedies in a court of competent jurisdiction. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator's judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof.
If you have any questions concerning these Terms and Conditions, or you desire to contact Company for any reason, please write to: