FORWARD-LOOKING STATEMENTS. This Website may contain forward-looking statements about Novocardia’s financial and operating performance and business plans, forecasts and opportunities currently in development that involve substantial risks and uncertainties. Actual results could differ materially from the expectations and projections set forth in those statements. Such risks and uncertainties include, among other things, failure to develop and maintain satisfactory relationships with physicians, hospitals and other service providers; failure to complete, manage or integrate practice acquisitions or other significant strategic transactions; changes in governmental laws and regulations affecting health care or their enforcement or application; decisions by regulatory authorities regarding funding for and administration of government health care programs; compliance with applicable privacy, security and data laws, regulations and standards; and general economic conditions. Novocardia assumes no obligation to update any forward-looking statements as a result of new information, changed circumstances or future events, or for any other reasons.
RULES OF CONDUCT. In connection with you use of this Website, you may not:
• Use the Website for any purpose that is fraudulent or otherwise tortious or unlawful.
• Interfere with or disrupt the operation of the Website or the servers or networks used to make the Website available, including by hacking or defacing any portion of the Website; or violate any requirement, procedure or policy of such servers or networks.
• Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Website except as expressly authorized herein, without our express prior written consent.
• Frame or mirror any portion of the Website, or otherwise incorporate any portion of the Website into any product or service, without our express prior written consent.
• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather information from the Website, or reproduce or circumvent the navigational structure or presentation of the Website, without our express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Website’s root directory, we grant to the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. We reserve the right to revoke such permission either generally or in specific cases, at any time and without notice.
ACCURACY OF INFORMATION. While Novocardia may periodically update or correct information presented on this Website, such information may include errors, inaccuracies and/or omissions. Novocardia makes no representation or warranty as to the accuracy, correctness or reliability of any information on this Website and assumes no liability or responsibility for any omissions or errors (including, without limitation, typographical and technical errors) in the information presented on this Website. Novocardia further expressly disclaims any obligation to update the information presented on this Website and reserves the right to make additions, deletions or modifications to any information presented on this Website at any time for any reason without any prior notice.
LINKS TO OTHER WEBSITES. This Website may contain links to websites maintained by other companies who are not affiliated with Novocardia. Novocardia is providing these links to you only as a convenience. The inclusion of any link does not imply that Novocardia endorses any third-party website or third-party company or product. Novocardia does not have any control over the content of such third-party websites and assumes no responsibility whatsoever for the functionality of such websites or for the accuracy of any information presented at such other websites.
NO WARRANTIES. THIS WEBSITE AND OTHER INFORMATION ON OR ACCESSIBLE FROM THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, NOVOCARDIA DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH THIS WEBSITE IS FREE OF ERRORS; (ii) THE CONTENT, FUNCTIONS OR SERVICES PROVIDED BY THIS WEBSITE WILL BE UNINTERRUPTED, SECURE OR FREE OF BUGS, ERRORS. PROBLEMS OR OTHER LIMITATIONS; (iii) DEFECTS WILL BE CORRECTED; OR (iv) THIS WEBSITE OR THE SERVER(S) THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NOVOCARDIA AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
DISCLAIMER. IN NO EVENT SHALL NOVOCARDIA BE LIABLE TO YOU, ANY OTHER USER OF THIS WEBSITE, THIRD-PARTY PROVIDERS OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THIS WEBSITE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
EXCLUSIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
NO SOLICITATION OR INVESTMENT ADVICE. Nothing on this Website constitutes or forms a part of any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of or be relied upon in connection with any contract or commitment whatsoever. Nothing here in is intended to constitute legal, accounting, tax, securities or investment advice, an opinion regarding the appropriateness of any investment, or an offer or a solicitation to buy or sell a security of any type or to engage in any other transaction. The contents of this website are intended for general information purposes only.
GOVERNING LAW. This Website can be accessed from every U.S. state, as well as from other countries around the world. Each of those places has laws that may differ from those of the State of New York, where Novocardia’s corporate office is located. By accessing this Website, you agree that the laws of the State of New York, without regard to its conflicts of laws principles, will apply to all disputes based on, arising out of or relating to your use of this Website or any information it contains. With respect to such disputes, you also agree and hereby submit to the exclusive personal jurisdiction and venue of any state or federal court located in New York, New York.
ARBITRATION. Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and us or our successors or assigns shall exclusively be settled through binding and confidential arbitration.
Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. Unless otherwise agreed upon by the parties in writing, the arbitration will be conducted before one arbitrator and will be governed by the American Arbitration Association’s (“AAA”) Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”).
To the fullest extent permitted by applicable law, you and we must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (4) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (5) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law.
SEVERABILITY. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor the right to enforce such provision.
345 Park Avenue South, 12th Floor
New York, NY 10010
Attn: Novocardia Legal Department
Waltham MA 02451-8704