Axogen Corporation (together with its subsidiaries and agents, (“Axogen”, “we” or “us”) owns and operates axogeninc.com, resensation.com, and rethink-pain.com (“Sites”). These Terms and Conditions (“Terms and Conditions”) govern all use of the Sites. The provision of information and services on the Sites by the owners and operators of the Sites and their suppliers is subject to your agreement to the Terms and Conditions below. By using the Sites, you indicate that you understand and intend these Terms and Conditions to be the legal equivalent of a signed, written contract and equally binding, and that you accept such Terms and Conditions and agree to be legally bound by them.
These Terms and Conditions were last updated June, 2022.
1. Grant of License. Axogen grants to you a personal, revocable, nonexclusive, nonsublicenseable and nontransferable limited license to use the Sites conditioned on your continued compliance with these Terms and Conditions
2. Your Use of the Sites. You shall not under any circumstances copy, print or download in any medium all or substantially all of the Content. Unless and except as otherwise expressly permitted by these Terms and Conditions, you shall not modify, create derivatives of, copy, post, distribute, broadcast, transmit, reproduce, publish, exploit, license, assign, transfer, sell, mirror, frame, “deep link,” “scrape,” data mine, decompile, disassemble or otherwise use any Content or information obtained from or through the Sites. Further, except as expressly permitted by these Terms and Conditions, Content is provided for your convenience. Axogen must approve any changes to the language related to Rethink Pain, its use, its clinical evidence of safety and effectiveness, or any other related information. Please submit your requested changes to email@example.com. Any unauthorized use of Content contained on the Sites may violate copyright laws, trademarks laws, the laws or privacy and publicity, and communications regulations and statutes and is strictly prohibited. You also agree not to permit or to encourage any third party to do any of the same.
The Sites are available worldwide to anyone with internet access; provided that certain functionality may not be available to you depending on where you are located. The Sites may not be continuously available due to maintenance or repairs or due to computer problems or crashes, disruption in internet service, or other unforeseen circumstances. The Content of the Sites is intended for use and display only where its use and display are permissible in accordance with applicable laws and regulations. You may not use the Sites or export the Content in violation of U.S. export laws or regulations. If you access the Sites from a location outside of the U.S., you are responsible for compliance with all local laws and regulations.
Axogen may make certain Content on the Sites available for download and redistribution, subject to specific limitations and restrictions. For example, Axogen currently offers Product Information Brochures (“Brochures”) on the Sites. The Brochures may be downloaded by Axogen’s clients, potential clients and members of the public; provided that, the Brochures are (a) downloaded or printed in hard copy, (b) copied in their entirety, (c) not modified and (d) include all proprietary rights notices. The Brochures may be distributed to no more than 25 individuals, and must be made available free of charge.
Axogen may make certain Content on the Sites available for download, use and redistribution (“Downloadable Assets”), subject to specific limitations and restrictions. The Downloadable Assets shall include, but not be limited to, website content, logo sets, email signature, videos, social media images, press release template(s), and referring provider letter template(s). The Downloadable Assets may be downloaded by Axogen’s clients, potential clients and members of the public; provided that, the Downloadable assets are (a) copied in their entirety, (b) not modified, (c) used solely in accordance with any limitations or restrictions set forth herein or otherwise provided by Axogen and (d) include all proprietary rights notices.
In addition to Downloadable Assets, Axogen may make certain Content on the Sites available for use and redistribution (“Marketing Materials”), subject to specific limitations and restrictions. The Marketing Materials shall include, but not be limited to, product and/or procedure information posters, counter displays, and patient brochures (“Brochures”). The Marketing Materials may be ordered by Axogen’s clients and potential clients via an Axogen area manager; provided that, the Marketing Materials are (a) not modified, (b) used solely in accordance with any limitations or restrictions set forth herein or otherwise provided by Axogen and (c) include all proprietary rights notices.
You represent and warrant to Axogen that you will not use the Sites for any purpose that is unlawful or prohibited by these Terms and Conditions, including but not limited to attempting or actually (a) disrupting, impairing, or otherwise interfering with the operation or integrity of the Sites or circumventing any Site security system; (b) collecting any information about other users of the Sites; or (c) systematically extracting data contained in the Sites to populate databases for internal or external use.
In addition to the foregoing, by using the Sites, including any Content and services available through it, you agree that you shall not:
- delete, modify, hack, or attempt to change or alter any of the Content on the Sites;
- attempt to access accounts, computer systems, or networks connected to any of our servers or to the Sites, through hacking, password mining, or any other means, or obtain or attempt to obtain any materials or information through any means not intentionally or readily made available through the Sites;
- use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of the Sites or servers or networks connected to the Sites, or take any other action that interferes with administration, security, and/or operation of the Sites or other parties’ use of the Sites;
- use any robot, spider, or other automatic or manual device or process for the purpose of obtaining, harvesting, or compiling information (including screen or database scraping) from the Sites for purposes other than for a generally available search engine;
- use any of our or our licensors’ or partners’ names, service marks, logos, or trademarks without prior written consent, including without limitation as metatags, search engine keywords, or hidden text;
- remove or modify any copyright or other intellectual property notices that appear on the Sites;
- use any material or information, including images or photographs, which are made available through the Sites in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
- transmit or upload files that contain viruses, Trojan horses, worms, time bombs, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
- manipulate or otherwise display the Sites or portions thereof by using framing or similar navigational technology;
- probe, scan, or test the vulnerability of the Sites or any network connected thereto;
- misrepresent your identity, provide false or misleading information, impersonate another person or entity, misrepresent your affiliation with any entity, or attempt to use another user’s or an administrator’s account;
- breach any contractual or confidentiality obligations or violate the privacy rights of others;
- use the Sites for or in connection with any illegal, unlawful or immoral conduct or purpose, including without limitation to publish, transmit or otherwise disseminate pornographic, sexually explicit or violent content;
- defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of any third party; or
- attempt, or permit or encourage any third party, to do any of the above.
3. Intellectual Property Rights. The Sites contain copyrighted material, Trademarks, trade dress, and other proprietary content, including but not limited to, text, software, applications, sound, photographs, buttons, images, logos, video, graphics, Downloadable Assets, and Marketing Materials (the “Content”), and the entire selection, coordination, arrangement, and “look and feel” of the Sites and the Content are copyrighted as a collective work under copyright laws (collectively, “Intellectual Property Rights”). All Content contained on the Sites, unless otherwise indicated, is the property of Axogen and its content providers and is protected by law including, but not limited to United States copyright, trade secret and trademark law, as well as other state, national, and international laws and regulations. Subject to these Terms and Conditions, Axogen grants to you a limited, revocable, nonexclusive, non-sublicenseable, and nontransferable license to reproduce and use the Trademarks solely for the purpose of using and redistributing the Downloadable Assets and Marketing Materials to educate, market and advertise about Rethink Pain™. Nothing contained in these Terms and Conditions shall be construed as conferring any other license or right, express or implied, under any of our Intellectual Property Rights or under any third party’s intellectual property rights. Any rights not expressly granted herein are reserved by Axogen. The Content of the Sites are © 2021, Axogen All rights reserved. The stylized “a” logo, Avance®, Axoguard®, Connector Assisted-Repair®, Axotouch®, Resensation®, Rethink Pain™, Resensation® (and design) and Get Back the Feeling® are registered and or respective trade/service marks or trade names of Axogen Corporation. The Sites may also include the product and company names, as well as logos, of third parties. Such third-party designations are the trade/service marks of their respective owners and may not be used without the prior written permission of their respective owners.
5. Assumption of Risk. You use the internet solely at your own risk and subject to all applicable local, state, national, and international laws and regulations. Although Axogen has endeavored to create a secure and reliable Site, the confidentiality of any communication or material transmitted to/from the Sites over the internet cannot be guaranteed. Accordingly, Axogen is not responsible for the security of any information transmitted via the internet, the accuracy of the information contained on the Site or for the consequences of any reliance on such information. Axogen shall have no liability for interruptions or omissions in internet, network or hosting services. You assume the sole and complete risk of using the Sites.
6. Enforcing Security. Actual or attempted unauthorized use of the Sites may result in criminal and/or civil prosecution. For your protection, Axogen reserves the right to view, monitor and record activity on the Sites without notice or further permission from you. Any information obtained by monitoring, reviewing or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on the Sites. Axogen will also comply with all applicable law and court orders involving requests for such information.
7. Links to Other Sites. Axogen may describe, reference or provide links, in its sole discretion, to other information or products or sites on the worldwide web for your convenience in locating related information and services (“Linked Sites”). Any Linked Sites do not imply an endorsement of any kind, authorization, or sponsorship of the Linked Sites, unless expressly stated by Linked Sites have not been reviewed by Axogen and are provided or maintained by third parties over which Axogen exercises no control. Accordingly, Axogen expressly disclaims any responsibility for the content, the accuracy of the information, and/or quality of products or services provided by or advertised on the Linked Sites, and Axogen expressly disclaims any responsibility if any Linked Sites: infringe any third party’s intellectual property rights, are not merchantable or fit for a particular purpose, do not provide adequate security, contain malware or other items of a destructive nature, or are libelous or defamatory.
8. Events Beyond Axogen’s Control. You expressly absolve and release Axogen from any claim of harm resulting from a cause beyond its control including, but not limited to the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or software failures, unauthorized access, theft, operator errors, severe weather, pandemics, epidemics, quarantines, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorism, or governmental restrictions.
9. No Medical Advice. Our Sites are not intended to be a substitute for professional medical advice from a qualified healthcare provider. Do not use information provided via our Sites to diagnose or treat a health condition or disease without consulting a qualified healthcare provider. There is no physician-patient relationship arising solely by virtue of using the Sites. Never disregard professional medical advice or delay seeking it because of something you have read via the Sites. Do not use the Sites or Content for medical emergency services. In an emergency, call 911, your personal physician, and/or your local emergency assistance number. The information contained in or provided on the Sites is offered solely for informational purposes, and is subject to your verification. It is not to be taken as a warranty or representation by which we or our affiliates assume legal responsibility, nor do we grant permission to use or practice anything contained therein, nor recommends such use or practice.
10. No Investment Advice; Forward-Looking Information. Nothing on the Sites constitutes investment advice, including Axogen’s filings with the Securities and Exchange Commission. Any stock prices provided on or in connection with the Sites are not official market quotations and are not to be considered a substitute for obtaining pricing information. The Sites may contain information that includes or is based upon forward-looking statements within the meaning of the federal securities laws, specifically the Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They typically use words such as or similar to “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe.” Forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors may have a significant impact on actual future results. Consequently, no forward-looking statement can be guaranteed. Actual results may vary materially, and there are no guarantees about the performance of Axogen’s stock or business. Given these uncertainties, you should not place undue reliance on such forward-looking statements. You should review our SEC filings for more information on these and other factors that could affect Axogen. Please note that the Sites provide access to historical or previously- posted materials. Typically, such materials will be located in a distinct section of the Sites, but please take note of the date provided in connection with materials accessed through the Sites. In addition, the Sites from time to time include summaries or synopses of relevant information. Whenever possible, Axogen attempts to make clear that such information is not a complete analysis and provide reference to more comprehensive information or analysis. Should you desire additional information with respect to such summaries or synopses, please review our SEC filings at sec.gov.
11. Disclaimers. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AXOGEN PROVIDES THE SITES AND ALL OF THE CONTENT AND SERVICES ON AN “AS IS”, “AS-AVAILABLE”, AND “WITH ALL FAULTS” BASIS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY AXOGEN MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO YOU OR ANY OTHER PERSON OR ENTITY AS TO THE ACCURACY, SECURITY, RESULTS, TIMELINESS, COMPLETENESS, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR ANY PARTICULAR PURPOSE AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE WITH RESPECT TO THE SITES OR ANY CONTENT OR SERVICES INCLUDED ON THE SITES. FURTHER, THE INFORMATION AVAILABLE ON THE SITES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. AXOGEN MAY MAKE MODIFICATIONS AND/OR CHANGES TO THE SITES OR THE CONTENT, MATERIALS, PRODUCTS, AND SERVICES DESCRIBED ON THE SITES AT ANY TIME, FOR ANY REASON. YOU AGREE THAT YOUR USE OF THE SITES SHALL BE AT YOUR SOLE RISK. WE SPECIFICALLY DISCLAIM ANY AND ALL LIABILITY OR LOSS ARISING OUT OF ANY ACTION TAKEN IN RELIANCE ON THE SITES AND/OR ANY CONTENT, MATERIALS, PRODUCTS, AND SERVICES PROVIDED ON THE SITES.
YOU UNDERSTAND AND AGREE THAT ANY CONTENT AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES IS USED AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR DATA. AXOGEN DOES NOT REPRESENT OR WARRANT THAT THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR THE SITES’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU BUT SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
UNDER NO CIRCUMSTANCES WILL AXOGEN OR ANY OF ITS SUBSIDIARIES, AFFILIATES, OFFICERS OR DIRECTORS OR ANY OF ITS AGENTS OR LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, FOR LOSS OF DATA, COST OF SUBSTITUTE MATERIALS, PRODUCTS, SERVICES OR INFORMATION, COST OF CAPITAL, AND THE CLAIMS OF ANY THIRD PARTY, OR FOR ANY OTHER REASON WHATSOEVER, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE AND EVEN IF AXOGEN HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
THE AGGREGATE LIABILITY OF AXOGEN OR ANY OF ITS SUBSIDIARIES, AFFILIATES, OFFICERS OR DIRECTORS OR ANY OF ITS AGENTS OR LICENSORS TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF THE SITES OR INABILITY TO USE, ANY PORTION OF THE SITES, THE CONTENT OR OTHERWISE UNDER THESE TERMS AND CONDITIONS, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED $50.00.
12. Indemnity. You agree to indemnify and hold harmless Axogen, its affiliates, related companies, and all of their officers, directors, employees, shareholders, legal representatives, attorneys, agents, licensors, suppliers, successors and assigns, from and against any damages, liabilities, costs and expenses (including reasonable attorneys’ and professionals’ fees and court costs) arising out of your use of or access to the Sites, your use of the Content, your violation of these Terms and Conditions or your violation of any rights of a third party.
13. Submissions. Axogen welcomes your feedback, ideas, and suggestions (“Submissions”) about how to improve the Sites. You hereby grant Axogen a royalty-free, perpetual, worldwide, fully- paid, irrevocable, sublicenseable and transferable right and license to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, display (in whole or part) worldwide, or act on such Submissions without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such All Submissions may be used at Axogen’s sole discretion without any obligation of confidentiality. You expressly acknowledge and agree that you waive any claim to the contrary.
You acknowledge that by providing the ability to view and distribute Submissions, Axogen is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability related thereto.
By submitting Submissions, you represent and warrant that (a) you are the sole creator and/or author of any Submissions, including any Intellectual Property Rights therein, (b) you hereby waive any rights you may have in such Submissions, and (c) all such Submissions are true and accurate. In any event, Axogen reserves the right to block or remove communications or materials that it determines to be unacceptable to Axogen in its sole discretion.
14. Limitation of Actions. You agree that any claim, dispute, or cause of action arising out of these Terms and Conditions or your use of the Sites must be filed within one (1) year after the claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by Axogen to enforce or exercise any provision of these Terms and Conditions or related right shall not constitute a waiver of that right or provision.
15. Governing Law and Forum. This policy shall be governed by the laws of the State of Florida, without regard to conflicts of law rules, and the exclusive jurisdiction and venue for any dispute shall be Alachua, You agree to submit to the jurisdiction of the state and federal courts in Florida for the purposes of any judicial proceedings relating to or arising from these Terms and Conditions.
16. Dispute Resolution. You agree that any dispute arising out of or relating in any way to your use of the Sites requires that the claim be resolved exclusively by confidential binding arbitration except that, to the extent you have in any manner violated or threatened to violate Intellectual Property Rights, Axogen may seek injunctive or other appropriate relief. The arbitration shall be conducted before three neutral arbitrators in the State of Florida, U.S.A., in accordance with the rules of the American Arbitration Association (“AAA”), as then in effect. No claims of any other parties may be joined or otherwise combined in the arbitration proceeding. Unless otherwise expressly required by applicable law, each party shall bear its own attorneys’ fees without regard to which party is deemed the prevailing party in the arbitration proceeding. Except for punitive and consequential damages (which may not be awarded), and subject to these Terms and Conditions, the arbitrators shall be authorized to award either party any provisional or equitable remedy permitted by applicable law. The parties shall equally share all AAA charges and fees associated with the arbitration.
BECAUSE THE USE OF THE SITES REQUIRES THE ARBITRATION OF ANY CLAIMS OR DISPUTES EXISTING BETWEEN THE PARTIES, NEITHER PARTY WILL HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR BEFORE A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATORS’ DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF SUCH PARTY WENT TO COURT, INCLUDING WITHOUT LIMITATION THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION.
The award of the arbitrators may be enforced in any court having jurisdiction thereof. Each party consents (a) to the non-exclusive jurisdiction of the courts of the State of Florida, or to any federal court located within the State of Florida for any action. (i) to compel arbitration, (ii) to enforce any award of the arbitrators, or (iii) at any time prior to the qualification and appointment of the arbitrators, for temporary, interim, or provisional equitable remedies, and (b) to service of process in any action by registered mail or any other means provided by law. Should this Section 1.16 be deemed invalid or otherwise unenforceable for any reason, it shall be severed and the parties agree that exclusive jurisdiction and venue for any claims will be in the state or federal courts having jurisdiction over the State of Florida.
17. Term, Termination, Amendments. Axogen reserves the right at any time and for any or no reason to deny you access to the Sites or any portion thereof, and to terminate these Terms and Conditions without any liability to you or any third party. Termination will be effective without Please note that Axogen reserves the right to change the Terms and Conditions under which the Sites is made available to you, upon notice, which may be given by Axogen posting such modifications on the Site, by email or any other reasonable way. Your continued access or use of the Sites following notice of such modifications will be conclusively deemed acceptance of any changes to these Terms and Conditions. You agree that notice of changes to these Terms and Conditions posted on the Sites, delivered by email, or provided in any other reasonable way, constitutes reasonable and sufficient notice.
18.Waiver. Failure to insist on strict performance of these Terms and Conditions will not operate as a waiver of any subsequent default or failure of No waiver by Axogen of any right under these Terms and Conditions will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
19.Nature of Relationship/Severability. No joint venture, partnership, employment, or agency relationship exists between you and Axogen as a result of these Terms and Conditions or your use of the Sites. If any provision of these Terms and Conditions is held unenforceable by a court or tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms and Conditions shall continue in full force and effect.
21. Export Control. Software and other materials from the Sites may be subject to United States Export The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No software from the Sites may be downloaded or exported:
into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria or any other country to which the United States has embargoed goods; or to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.
Axogen does not authorize the downloading or exportation of any software or technical data from the Sites to any jurisdiction prohibited by the United States Export Control Laws.
22. Assignment. Axogen may assign its rights and duties under these Terms and Conditions to any party at any time without notice to You may not assign these Terms and Conditions, in whole or in part, without our prior written consent, and any assignment in contravention of the foregoing shall be null and void.
23. Contact Information. If you have any questions about these Terms and Conditions, the practices of Axogen, or your dealings with the Sites, please contact us at firstname.lastname@example.org. You may also contact us to update your personal information by notifying us when you change your name or email address.