These Enterra Website Terms and Conditions of Use Agreement (“Agreement”) is made by and between Enterra Medical, Inc. (“Enterra,” “we,” or “us”), having a principal place of business in Minnesota, USA, and you (“you,” “your,” or “user”). This Agreement contains the terms and conditions that govern your use of this United States Website and any website that displays, links to, or references this Agreement as well as any services offered by Enterra on this Website (each website and service collectively and individually referred to herein as the “Site”).
BY ACCESSING, VISITING, BROWSING, USING, OR ATTEMPTING TO INTERACT WITH THE SITE OR ANY PART THEREOF, YOU AGREE, ON YOUR OWN BEHALF PERSONALLY, AND ON BEHALF OF ANY ENTITY FOR WHICH YOU ARE AN AGENT OR YOU APPEAR TO REPRESENT, THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THE SITE.
1. U.S. WEBSITE
This Site is intended for use by United States residents only and contains information regarding Enterra and its products and services available within the United States. Any references to products or services on the Site do not imply that Enterra intends to announce or offer these products or services in your country.
2. PERSONAL INFORMATION OF CHILDREN
THIS SITE IS INTENDED FOR USE BY INDIVIDUALS 18 YEARS OF AGE OR OLDER. WE HAVE NO INTENT TO COLLECT INFORMATION FROM CHILDREN UNDER THE AGE OF 18. IF YOU ARE UNDER THE AGE OF 18, YOU MAY NOT ACCESS OR USE THIS SITE WITHOUT THE CONSENT OF YOUR PARENT OR GUARDIAN.
3. ADDITIONAL TERMS
Some areas of the Site may have additional terms and conditions (“Additional Terms”). Where Additional Terms apply, we will make them available for you to read prior to your use of that area of the Site. By using those areas of the Site, you agree to the Additional Terms. If you disagree with this Agreement or are dissatisfied in any way with this Site, your sole and exclusive remedy is to discontinue accessing, visiting, browsing, using, or otherwise interacting with this Site.
4. PROVISION OF INFORMATION
5. RESTRICTIONS ON USE
You may use this Site for purposes expressly permitted by this Site. As a condition of your use of the Site, you warrant to Enterra that you will not use the Site for any purpose that is unlawful or prohibited by this Agreement. For example and without limitation, you may not (and may not authorize any party to) (i) co-brand this Site, or (ii) frame this Site, without the express prior written permission of an authorized representative of Enterra. For purposes of this Agreement, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this Site or its Content. You agree to cooperate with Enterra in causing any unauthorized co-branding or framing immediately to cease.
In addition, you may not use the Site in any manner which could disable, overburden, damage, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials, Content, or information through any means not intentionally made available or provided to you, including without limitation exceed the limitations of access granted to you, through the Site. You may not use scrapers, bots, spiders, or other automated tools to collect or index the Content of this Site without our express permission. You may not attempt to probe, scan or test the vulnerability of the Site or any system to which it is connected or attempt to breach any security measures. Your use of this Site is strictly for your personal, non-commercial use only. Your use of the Site must be in compliance with all applicable laws and rights of third parties, including without limitation all third party intellectual property rights.
6. PROPRIETARY INFORMATION
The material and content accessible from this Site, and any other Site owned, operated, licensed, or otherwise controlled by Enterra, including without limitation all text, video, audio, streaming content, graphics, images, photographs and other perceivable media, as well as documents and information downloadable from the Site (the “Content”) is the proprietary information of Enterra or the party that provided or licensed the Content to Enterra, whereby Enterra and its licensors retain all right, title, and interest in the Content. Neither title nor intellectual property rights in and to the Site or the Content are transferred to you by access to this Site. You may not modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works from, reverse engineer, decompile, disassemble, translate, transfer, or sell any information, Content, software, products, or services obtained from or otherwise connected to the Site. Modification or use of the Site or its Content except as expressly provided in this Agreement violates Enterra’s intellectual property rights and/or the intellectual property rights of others.
This Site may be hyper-linked to other websites which are not maintained by, or related to, Enterra. Hyper-links to such websites are provided as a service to users and are not sponsored by or affiliated with this Site or Enterra. Enterra has not reviewed any or all of such websites and is not responsible for the content of those websites. Enterra is not responsible for webcasting or any other form of transmission received from any hyper- linked website. Hyper-links are to be accessed at the user’s own risk, and Enterra makes no representations or warranties about the content, completeness, or accuracy of these hyper-links or the websites hyper-linked to this Site. Enterra provides hyper-links as a convenience, and the inclusion of any hyper-link to a third-party website does not necessarily imply endorsement by Enterra of that website, its owner, or its content.
You hereby grant to Enterra the royalty-free, perpetual, irrevocable, worldwide, sublicensable through multiple levels, transferrable, non-exclusive right and license to use, reproduce, make, modify, adapt, publish, translate, broadcast, create derivative works from, distribute, offer to sell, sell, import, perform, and display all feedback, suggestions, ideas, or other improvements to, or reviews of, the Site or the Content you communicate to Enterra (together, (“Feedback”), and to incorporate any Feedback, in whole or in part or modified as Enterra sees fit, in other works, products, or services in any form, media, or technology now known or later developed. You hereby waive in perpetuity all so-called “moral rights,” rights of integrity, rights of paternity, rights of disclosure, rights of withdrawal, rights of attribution, rights to prevent attribution in the event of a distortion, mutilation, or modification, and all such analogous rights in or related to any Feedback.
Enterra will not be required to treat any Feedback as confidential, and may use any Feedback to the full extent of its license without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Enterra products, services, or other business operations.
9. ACCURACY OF INFORMATION & PROJECTIONS
The Content is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices provided by Enterra. This Site may contain forward-looking statements that reflect Enterra’s current expectation regarding future events and business development. The forward-looking statements involve risks and uncertainties. Actual developments or results could differ materially from those projected and depend on a number of factors including, but not limited to, the success of current research programs, results of pending or future clinical trials, ongoing commercialization of its products, regulatory approvals, validity, and enforcement of its intellectual property, the stability of its commercial relationships, and the general economic conditions. Enterra may update this Site on a regular basis but assumes no obligation to update any of the Content.
10. LIMITATION OF LIABILITY
YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE SITE AND ITS CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. ENTERRA DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. ENTERRA DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ENTERRA DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND ENTERRA MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT ENTERRA, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. ENTERRA MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. SOME JURISDICTIONS, MAY NOT ALLOW THE EXCLUSION OF CERTAIN TYPES OF WARRANTIES INCLUDING WITHOUT LIMITATION OF IMPLIED WARRANTIES. AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
11. NO MEDICAL ADVICE
You should not consider content on the Site to be medical advice. You should not rely on Content on the Site to make medical decisions. These decisions should only be made in consultation with your healthcare providers. Content found on the Site is for informational purposes only and is not intended to replace the relationship between you and your physician or other healthcare provider. The “Getting Enterra” feature is designed to educate you about commonly occurring insurance coverage limitations and the FDA indications for Enterra therapy so that you can make a more informed decision as to whether or not to contact a physician for evaluation for Enterra therapy. This service is for general informational purposes only, and you should be aware that Enterra offers no opinion or advice relating to the scope of coverage that may be available to you, as to whether Enterra therapy is suitable or not for you, or as to whether it is advisable for you to consult a physician about your gastroparesis or any other concern.
12. FIND A DOCTOR
The Find a Doctor and Find a Center features are provided for your convenience in locating a physician who offers Enterra therapy. Enterra does not endorse any particular physician or practice listed on this Site. Enterra makes no representation or warranty that any particular therapy is safe, appropriate or effective for you or your patient, or that any particular healthcare provider has a particular level of skill.
You understand that the providers accessible through the Find a Doctor and Find a Center features are not affiliated with Enterra, except that some of them are Enterra customers or implanters of Enterra product. Any opinions, medical or otherwise, expressed by the providers are based on their own experience and judgment, and not necessarily those of Enterra. Providers do not pay a fee to Enterra to be listed in the Find a Doctor or Find a Center Features. The initial list was compiled by the previous owner of the device. You will be directed to providers located within the mile radius you select in the dropdown menu of the location you provide. There are many reasons why a provider may not be included (e.g., it has not applied), so you should not draw negative conclusions about a provider not on the list. Enterra does not guarantee or endorse the professional skills of the listed providers, nor does it impose any requirements on the way they render professional services. Enterra does not recommend or endorse any providers and specifically disclaims all responsibility for any liability, loss, or risk, personal or otherwise, which is incurred as a consequence, directly or indirectly, as a result of acts or omissions of any provider on the site.
13. LIMITATION ON LIABILITY
TO THE FULLEST EXTENT ALLOWED BY LAW, ENTERRA, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF ENTERRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF ENTERRA AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED $100.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You agree that, unless such a limit is prohibited by applicable law, you cannot file a claim or cause of action arising out of or related to this Agreement or the Site including without limitation its content more than one (1) year after such claim or cause of action arose.
14. TERMINATION OR RESTRICTION OF ACCESS
Enterra reserves the right, in its sole discretion, to (i) terminate your access to the Site and the related services or any portion thereof at any time, without notice; and (ii) withdraw, suspend, or discontinue any functionality or feature of the Site.
You will indemnify and hold Enterra, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of this Agreement by you, including without limitation any use of Content other than as expressly authorized in this Agreement. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting losses, damages, judgments, awards, fines, costs, expenses, and attorney’s fees (collectively “Losses”) of the Indemnified Parties in connection therewith, including without limitation in relation to the defense of any third party claims related thereto. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the Site, including without limitation for any Indemnified Party’s Losses, except to the extent such claims and losses are due to the negligent or willfully malicious acts of Enterra.
16. TRADEMARKS AND COPYRIGHTS
Trademarks, service marks, logos, and copyrighted works appearing in this Site are the property of Enterra or the party that provided the trademarks, services marks, logos, and copyrighted works to Enterra. Enterra and any party that provided trademarks, service marks, logos, and copyrighted works to Enterra retain all rights with respect to any of their respective trademarks, service marks, logos, and copyrighted works appearing in this Site.
All Content of the Site is: Copyright © 2022 Enterra Medical, Inc., All rights reserved, unless otherwise noted.
You are prohibited from any attempt to compromise security or tamper with system resources and/or accounts associated with this Site. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Enterra reserves the right to release your details to system administrators at other Sites in order to assist them in resolving security incidents. Enterra reserves the right to investigate suspected violations of this Agreement.
BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS ENTERRA FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ENTERRA DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER ENTERRA OR LAW ENFORCEMENT AUTHORITIES.
You understand that Enterra cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this Site for any reconstruction of any lost data. Enterra does not assume any responsibility or risk for your use of the Internet.
You recognize and agree that when submitting your personally identifiable information to Enterra, while Enterra may have safeguards in place to prevent unauthorized access or interception, there is no absolute guarantee of security. IN THE UNLIKELY EVENT OF AN INTERCEPTION OR UNAUTHORIZED ACCESS DESPITE OUR EFFORTS, ENTERRA SHALL NOT BE RESPONSIBLE FOR SUCH INTERCEPTIONS OR UNAUTHORIZED ACCESS. ENTERRA DOES NOT WARRANT, EITHER EXPRESSLY OR IMPLIEDLY, THAT THE INFORMATION PROVIDED BY ANY CUSTOMER SHALL BE FREE FROM INTERCEPTION OR UNAUTHORIZED ACCESS.
This Agreement will be governed and interpreted pursuant to the laws of Minnesota, United States of America, excluding any principles of conflicts of law. You specifically consent to personal jurisdiction in Hennepin County, Minnesota in connection with any dispute between you and Enterra arising out of or relating to this Agreement or pertaining to the subject matter hereof. The parties to this Agreement each agree that the exclusive venue for any dispute between the parties arising out of this Agreement will be in the state and federal courts in Hennepin County, Minnesota.
Enterra may assign or otherwise convey any of its rights and obligations under this Agreement, but you may not. All of the terms and conditions of this Agreement shall inure and be binding upon any party’s permitted successors and assigns.
If any part of this Agreement is unlawful, void, or unenforceable, that part shall be modified by a court of competent jurisdiction to reflect to the maximum extent possible the original intention of the parties as dictated by the original wording or, if not amendable to become lawful and enforceable, shall be severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Enterra as a result of this Agreement or your accessing, visiting, browsing, using, or otherwise interacting with the Site.
This Agreement constitutes the entire agreement among the parties relating to this subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the user and Enterra with respect to the Site. Notwithstanding the foregoing, any additional terms and conditions on this Site will additionally govern the items to which they pertain.
The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
The failure by Enterra at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy, or option or in any way affect the validity of this Agreement. The waiver of any default by us will not be deemed a continuing waiver, but will apply solely to the instance to which such waiver is directed.
This Agreement may contain typographical errors or other errors or inaccuracies and may not be correct or current. We reserve the right to correct any errors, inaccuracies or omissions and to change or update this Agreement at any time without prior notice. We do not, however, guarantee that any errors, inaccuracies, or omissions will be corrected.
Enterra Medical may revise this Agreement at any time by updating this posting.
Last Modified: February 17, 2022
MKT-D-0006, Rev H