Site Use Terms

Last Updated on December 1, 2021

Table of Contents

Introduction. Welcome to the site (the "Site") of Fortis Life Sciences, LLC and its affiliates (together, "Fortis," "we," "us," or "our"). Fortis provides this Site at its discretion as a service to its customers. This Site provides users with access to extensive product information and documentation as well as the opportunity to purchase services and products that we sell. All content, data, information, material, products and services provided at or through the Site are collectively referred to herein as the "Services."

These Site Use Terms (these "Terms") set forth the terms and conditions under which you may use and access this Site. You represent and warrant that you possess the legal right and authority to agree to these Terms on your behalf. If you are accessing this Site on behalf of your employer or some other entity, then these Terms shall be binding upon you and your employer or such other entity, and, in such event, you further represent and warrant that you possess the legal right and ability to agree to these Terms on your behalf and on behalf of your employer or such entity. If you create an account on the Site on behalf of your employer or another entity, then you shall be deemed to be accessing this Site on behalf of yourself and your employer or such other entity. As used in these Terms, the term "you" refers to you individually and, if applicable, your employer or such other entity on whose behalf you are accessing the Site.

BY ACCESSING THIS SITE AND/OR BY CHECKING THE BOX SIGNIFYING YOUR ACCEPTANCE OF THESE TERMS, YOU AGREE TO THESE TERMS. EACH TIME YOU ACCESS THIS SITE, YOU ARE REAFFIRMING YOUR AGREEMENT TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR OTHERWISE USE THIS SITE. IF YOU ARE AN EXISTING USER AND DO NOT AGREE TO THESE TERMS AND WISH TO REMOVE YOUR ACCOUNT FROM THE SITE, YOU CAN DO SO AT ANY TIME BY CONTACTING US BY CLICKING ON THE SUPPORT OPTION IN THE PAGE HEADER OR FOOTER OR BY CALLING 1-800-338-9579.

FORTIS RESERVES THE RIGHT TO REVISE THESE TERMS AT ANYTIME. WHEN WE DO, WE WILL ALSO REVISE THE "LAST UPDATED ON" DATE AT THE TOP OF THESE TERMS. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THE CURRENT TERMS. The most current version of the Terms can be reviewed by clicking on the "Terms of Site Use" hypertext link located at the bottom of our Web pages. YOUR CONTINUED USE OF THE SITE AFTER WE POST ANY REVISED TERMS CONSTITUTES YOUR AGREEMENT TO ANY SUCH REVISED TERMS.

Other Terms and Conditions Applicable to the Site. In the event you purchase goods or services through this Site, the terms and conditions of sale apply. Our privacy policy applies to the collection of information through your use and access of this Site.

Account Creation. Access to the online purchasing capabilities on this Site is available only to businesses who create accounts with Fortis, and their authorized employees, agents and/or contractors. The creation of and access to these accounts on the Site are limited to those users who are authorized to form legally binding contracts under applicable law on behalf of the businesses or organizations they represent.

Site Use. In connection with your access to and use of the Site and Services, you represent and warrant to us that you are at least 18 years of age, and that the information you provide on this Site is accurate and complete. You further represent and warrant that you will NOT engage in the following activities on the Site:

  • violating or attempting to violate the security of the Site;
  • removing, circumventing, disabling, damaging or otherwise interfering with any security-related features of the Services or Site, features that prevent or restrict the use or copying of content on the Services or Site, or features that enforce limitations on the use of the Services or Site;
  • using any device, software, routine, or other mechanism to interfere or attempt to interfere with the proper working of the Services or Site;
  • using or attempting to use any engine, software, tool, agent, other device or mechanism to navigate the Site -- other than the search mechanism(s) provided by Fortis or authorized third party Web browsers;
  • using the Services or Site to transmit or upload any content -- or to engage in or encourage any activity -- that is infringing, illegal, harmful, defamatory, unwanted, inappropriate, objectionable, criminal or that otherwise poses a threat to the public;
  • introduce any viruses, Trojan horses, worms, logic bombs, or any other material that is malicious or technologically harmful to the Services or Site;
  • modifying, adapting, appropriating, reproducing, distributing, translating, creating derivative works or adaptations of, publicly displaying, selling, trading, reverse engineering, or in any way exploiting the Services or Site, unless otherwise explicitly authorized in the Terms;
  • accessing, retrieving, scraping, indexing, downloading or copying any information contained on the Services or Site through artificial means, such as spiders, bots, hacking devices or other means;
  • using the Services or Site in any way that could interfere with our rights or the rights of other users of the Services or Site; or
  • transferring, reselling, leasing, licensing or otherwise making available the Services or Site to third parties.

Member Account, Password and Security. You represent that all information provided to us through registration for your accounts or otherwise is accurate and that you are the individual identified in such information and the entity you represent is identified in such registration. In the event any such information changes after it is provided to us, you agree to update your account online the next time you access the Site. You agree (a) to maintain the confidentiality of your account username and password, and (b) that you are fully responsible for any and all activities that occur under your account username or otherwise in connection with your account. You further agree to (i) immediately notify us of any unauthorized use of your account password, account or any other breach of security connect to your account, and (ii) ensure that you exit from your account at the end of each session. Without limiting any other provisions of these Terms, we will not be liable for any loss or damage arising from your failure to comply with this section, and you agree that we will not be liable for any loss that you may incur as a result of someone else using your account username or password, either with or without your knowledge. You agree not to use anyone else's account username at any time.

Suspension or Discontinuation of the Site, Services or Your Account/Changes to the Site or Services. Fortis may restrict, suspend or terminate your account for any reason, in our sole discretion. We may also change, restrict, suspend or terminate your access to or use of – or otherwise suspend, or discontinue -- all or any portion of the Site or Services at any time without advance notice. YOU AGREE THAT IN THE EVENT YOUR AUTHORIZATION TO ACCESS THE SITE OR SERVICES IS SUSPENDED OR TERMINATED, YOU WILL NOT THEREAFTER ACCESS OR ATTEMPT TO ACCESS THE SITE OR SERVICES, DIRECTLY OR INDIRECTLY, UNTIL YOUR SUSPENSION OR TERMINATION IS LIFTED OR REVERSED AND FORTIS GIVES YOU EXPRESS NOTICE THEREOF.

Limited Use. Subject to these Terms, you are authorized to access and use the Site for the purposes of making purchasing decisions with regard to products offered for sale on the Site, for administering orders placed on the Site, for education and related research, and for obtaining background information on products offered for sale on the Site. For further clarity, you are responsible for providing all communication lines, telephone/transmission services and all equipment and technology necessary for you to access and use the Site.

Disclaimer of Warranties. Fortis does not guarantee continuous, uninterrupted or secure access to the Site or Services. The operation of the Site and Services may be interfered with by numerous factors outside of our reasonable control. THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED) AND FORTIS HEREBY DISCLAIMS ALL SUCH WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). ANY INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OR USE OF THE INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FORTIS, OR THROUGH OR FROM THE SITE OR THE SERVICES, SHALL CREATE ANY WARRANTY. YOU ACKNOWLEDGE THAT ANY RELIANCE UPON ANY DATA, INFORMATION, CONTENT OR OTHER MATERIALS AVAILABLE AT THE SITE SHALL BE AT YOUR OWN RISK.

Limitation of Liability and Sole Remedy. TO THE MAXIMUM EXTENT PERMITED BY LAW, IN NO EVENT WILL FORTIS -- OR ITS SUPPLIERS, CONTENT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS (THE "SUPPORTING PARTIES") -- BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (OR ANY LOSS OF REVENUES OR LOSS OF PROFITS) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS, THE SITE OR SERVICES (INCLUDING, WITHOUT LIMITATION, THE USE, PERFORMANCE OR AVAILABILITY OF THE SITE OR SERVICES). SUCH LIMITATIONS SHALL APPLY WHETHER ANY CLAIM FOR DAMAGES IS BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF FORTIS (OR ITS SUPPORTING PARTIES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM TOTAL AND COLLECTIVE LIABILITY OF FORTIS (AND THE SUPPORTING PARTIES) FOR ANY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THE SITE, SERVICES OR THESE TERMS (INCLUDING, WITHOUT LIMITATION, THE USE, PERFORMANCE OR AVAILABILITY OF THE SITE OR SERVICES), SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR SERVICES (OR WITH ANY OF THESE TERMS), YOU SHOULD IMMEDIATELY DISCONTINUE USING THE SITE. THE FOREGOING LIMITATIONS SHALL APPLY AND SURVIVE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. The provisions of this and the previous sections above represent a reasonable allocation of the risks under these Terms. Fortis’ willingness to allow you to access and use the Site or Services reflects this allocation of risk and the limitations of liability specified herein.

Third Party Content. The Site may contain hyperlinks to other Web sites and Internet resources operated by parties other than Fortis ("Linked Sites"). Any such hyperlinks are provided for your reference only and are included on an "as is" basis. You acknowledge and agree that Fortis is not responsible for the availability of Linked Sites and does not endorse and is not responsible or liable for any content, advertising, products, privacy policies, or other materials on or available from such Linked Sites. You further acknowledge and agree that Fortis shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such Linked Site. When you visit a Linked Site, you will no longer be protected by Fortis’ privacy policy or security practices. The data collection, use and protection practices of the Linked Site may differ from the practices of Fortis. You are responsible for viewing and abiding by the privacy statements and terms posted at the Linked Sites.

Indemnification. You agree to indemnify and hold Fortis, the Supporting Parties, and each of their successors and assigns harmless from and against any and all claims, losses, damages, liabilities, judgments, demands, fees and expenses (including, without limitation, reasonable attorney's fees) asserted by any third party due to or arising out of (a) your breach of these Terms (including without limitation, any breach of any of your representations, warranties and covenants contained herein), (b) your access to and us of the Site and Services (including, without limitation, your conduct on the Site), and/or (c) the violation of any rights of another resulting from or relating to your use of the Site or Services.

Site Intellectual Property. All materials, content and information contained on the Site or in the Services are protected by copyright, trademark, trade dress and other intellectual property laws of the United States and other jurisdictions, and are owned by or licensed to Fortis. Such materials, content and information are made available for your use in making purchasing decisions with regard to products offered for sale on the Site, for administering orders placed on the Site, for educational and related research purposes and for background information on products offered for sale on the Site only, and may not be used for any other purposes. You agree to comply with any restrictions set forth or contained in any such materials, content and information. Subject to those restrictions, (a) you may print one (1) copy of any page displayed on the Site (but for educational purposes you may print a reasonable number of copies of any page on the Site), and (b) you may download documents that are made available to you on the Site in the format in which they are made available, in each instance for your use in making purchasing decisions with regard to products offered for sale on the Site, for administering orders placed on the Site, for educational and related research purposes and/or for background information on products offered for sale on the Site and provided that you maintain all copyright and other notices contained thereon. Other than explicitly permitted in this section, you may not copy, store, download, distribute or transmit, in whole or in part, any materials, content or information contained on the Site or in the Services without our express prior written permission.

User Content. Any content that You submit to, through or for the Site, including, but not limited to, questions, comments, suggestions, ideas, plans, notes, drawings, data, text, messages, files, documents, images, photographs, videos, audiovisual works, submissions, your and/or other persons' names, likenesses, usernames, profiles, and any other information, is collectively referred to as "User Content." By submitting any User Content, you grant Fortis, the Supporting Parties, any other Fortis designees and each of their successors and assigns a perpetual, irrevocable, royalty-free, transferable, fully-paid, non-exclusive and sub-licensable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, cache, archive, store, index, comment on, create derivative works from and/or sell and/or distribute such User Content and/or incorporate such User Content into any form, medium, or technology now known or later developed, throughout the world, on an unrestricted basis for any purpose, without the requirement of any permission from or compensation to you. In addition, you waive all moral rights to the User Content. You understand and agree that Fortis may be working on the same or a similar idea to yours at the time you submit User Content and Fortis may continue to develop its own ideas independent of, and without reference to or use of your User Content, without acknowledgment or notice to you.

Except for the license rights granted herein, you retain all rights and title to the User Content. You represent and warrant that you own or otherwise have all necessary rights in and to all User Content submitted by you through the Site, and that the posting of such User Content to the Site does not and will not infringe or violate the intellectual property, privacy, publicity or other rights of any third party, or violate applicable laws or regulations.

General. These Terms, together with the privacy policy and the terms and conditions of sale (as applicable), contain the full understanding of the parties with respect to your use and access of the Site and Services, and supersede all prior agreements and understandings, both written and oral, with respect to such use and access. If any portion of these Terms is held to be invalid or unenforceable, the invalid or unenforceable portion shall be modified so that they are legal, valid and enforceable to the maximum extent permitted by applicable law, and the remainder of these Terms shall remain in full force and effect. A printed version of these Terms and of any notices given to you in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Headings of articles and sections in these Terms are for the convenience of the parties only. Accordingly, they shall not constitute a part of these Terms when interpreting or enforcing these Terms. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Fortis as a result of these Terms or access and/or use of the Site or the Services. The failure of Fortis to insist upon or enforce strict performance by you of any provision of these Terms shall not be construed as a waiver of any provision or right. The Site and these Terms are governed by the laws of the State of Massachusetts, USA, except for its conflict of laws provisions. You hereby consent to the exclusive jurisdiction and venue of the United States District Court for the State of Massachusetts, unless no federal subject matter jurisdiction exists, in which case you consent to exclusive jurisdiction and venue in the Boston, Massachusetts over any action or proceeding arising out of or relating to these Terms, the Site or the Services, and you hereby waive all rights you may have or which may hereafter arise to contest such jurisdiction. Use of the Site and Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms including, without limitation, this section. Fortis may provide notice to you relating to the Site, Services and/or these Terms by sending an e-mail to your last known e-mail address, and any such notice shall be deemed given and received on the day it is sent. You agree that any cause of action that you may desire to bring arising out of or related to these Terms, the Site and/or the Services must commence within one (1) year after the cause of action arises; otherwise, such cause of action shall be permanently barred.