Effective: May 8, 2017
Please read these Terms of Use (“Terms”) and the Privacy Policy carefully. Your access to and use of this Blood Collector’s Week web site (“Site”) is subject to these Terms, which incorporate the separately posted Privacy Policy. These Terms are entered into by and between you and Fresenius Kabi USA, LLC (“Fresenius Kabi USA”). In consideration of your use of and access to this Site, and the promises and obligations herein, and intending to be legally bound, you and Fresenius Kabi USA hereby agree as follows:
BY ACCESSING AND USING THIS SITE, YOU AGREE TO AND WILL BE DEEMED TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, DO NOT USE THIS SITE.
All contents, including text and images, are the property of Fresenius Kabi USA, including its divisions and affiliates, and may not be downloaded, stored, reposted, modified, distributed or otherwise used except as provided herein without the express written permission of Fresenius Kabi USA.
Changes in Terms
Fresenius Kabi USA shall have the right at any time and at its sole discretion to revise these Terms or to impose new terms and conditions with respect to access to or use of the Site. Such revisions and additions shall be effective immediately upon notice thereof or as otherwise described in the notice, which may be given by any means, including, without limitation, posting the revised or additional terms and conditions on this Site. YOU ARE RESPONSIBLE FOR REVIEWING THESE TERMS PERIODICALLY FOR ANY MODIFICATION TO THESE TERMS THAT MAY AFFECT YOUR RIGHTS OR OBLIGATIONS HEREUNDER. ANY ACCESS TO OR USE OF THIS SITE BY YOU AFTER NOTICE OF REVISIONS OR ADDITIONS TO THESE TERMS SHALL CONSTITUTE AND BE DEEMED TO BE YOUR AGREEMENT TO SUCH REVISIONS OR ADDITIONS. No modification to these Terms by any party other than Fresenius Kabi USA shall be valid or enforceable against Fresenius Kabi USA unless expressly agreed to by Fresenius Kabi USA in a writing signed by a duly authorized officer of Fresenius Kabi USA.
Compliance with Laws
You agree to comply with all laws, statutes, ordinances, and regulations regarding your access to or use of this Site. You must be at least 18 years old to access and use this Site.
Information Only
Fresenius Kabi USA provides the information and material on this Site for general information only. This information is not intended for or as a substitute for medical advice, treatment or judgment. Fresenius Kabi USA does not provide, and is not intending to provide or providing medical advice, treatment or judgment. Please consult with your health care provider before using any product referenced or discussed on this Site.
Additionally, and without limitation, the Success Stories posted on this Site do not constitute sponsorship, endorsement, or approval by Fresenius Kabi USA of the content, policies, or practices of the individuals and/or organizations in such Success Stories. Any information provided by third-parties in the Success Stories, are presented for informational purposes only.
Use Only in and for the United States
The information on this Site is intended for use only by patients, health care providers and others in and for the United States. Other countries may have laws, regulatory requirements, and medical practices that differ from those in the United States and may require references to different or additional information. Because laws, regulations, and medical practices applicable in the United States differ from those in other countries, information on this Site may not be appropriate for use, and may not and should not be relied upon, outside the United States.
Intellectual Property Notice
This Site is produced by Fresenius Kabi USA. Fresenius Kabi USA hereby grants you permission to copy documents published by Fresenius Kabi USA on the world wide web for personal, noncommercial use only, provided no modification of content is permitted, and only if any copy you make shall retain all copyright, trademark, or other proprietary notices as on this site. Any other reproduction of any material or information on this site, or of the site itself, is strictly and expressly prohibited. In particular, material or information on this Site cannot be distributed, modified, posted on a web site or used for public or commercial purposes. No use of any Fresenius Kabi USA trademark, trade name, trade dress, logo, service mark, or product as appearing in this Site may be made without the prior written authorization of Fresenius Kabi USA, except to identify the products or services of Fresenius Kabi USA. Nothing contained herein shall confer or be construed as conferring any license or right under any patent, trademark, copyright, or other proprietary right of Fresenius Kabi USA or any third-party.
Notwithstanding the foregoing, the Program Planning and Recommendation Guide, Promotional Presentation, Recognition Materials for Staff Members, Marketing Materials, Alternative File Options, PR Materials, Logos, Website Promotions, and Promotional Materials provided in the Marketing/Promotion page of this Site (collectively, the “Marketing/Promotion Materials”) may be used by you in the manner and for the purposes stated on the Marketing/Promotion page for each of the Marketing/Promotional Materials.
No Warranty or Guarantee; Limitation
FRESENIUS KABI USA MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE INFORMATION OR CONTENT ON THIS SITE, INCLUDING WITH RESPECT TO THE MARKETING/PROMOTION MATERIALS, OR INFORMATION OR CONTENT ON ANY LINKED SITE, INCLUDING THE AVAILABILITY OF ANY SITE OR THE CONTENT, INFORMATION AND MATERIALS ON IT OR THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THAT CONTENT, INFORMATION, AND MATERIALS. FRESENIUS KABI USA ALSO DOES NOT WARRANT OR REPRESENT THAT YOUR ACCESS TO OR USE OF THE SITE OR ANY LINKED SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR ANY LINKED SITE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, ALL INFORMATION AND CONTENT PROVIDED ON OR THROUGH THIS SITE IS PROVIDED TO USERS “AS IS,” WITH NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, OR ACCURACY. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
UNDER NO CIRCUMSTANCES SHALL FRESENIUS KABI USA, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, ARISING IN ANY WAY OUT OF ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE OF THIS SITE OR ANY LINKED SITE OR ITS CONTENTS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA ON COMPUTER SYSTEMS OR OTHERWISE, EVEN IF FRESENIUS KABI USA IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Links to Other Sites
Strictly as a resource to visitors of this Site, Fresenius Kabi USA may provide links to other web sites, certain of which lead to resources located on servers maintained by third-parties over whom Fresenius Kabi USA has no control. Fresenius Kabi USA cannot guarantee, and makes no representations as to information contained on any web site to which a link or reference is provided. Further, links or references to such other websites or to any third-parties do not constitute sponsorship, endorsement, or approval by Fresenius Kabi USA of the content, policies, or practices of such linked sites or third-parties, including, without limitation, privacy policies and practices. Links to other sites are provided for your convenience only, and you access them at your own risk.
Similarly, links to this Site by third-party resources does not indicate endorsement or authorization by Fresenius Kabi USA of that third party web site.
Prohibited Transmissions
Certain areas of this Site may enable you to submit e-mails, or otherwise provide information or feedback to Fresenius Kabi USA or its representatives. Fresenius Kabi USA does not endorse, and specifically disclaims, any responsibility or liability for any content in any such submission. You may not post, submit or transmit any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or otherwise violate any law. You are prohibited from posting, submitting or transmitting any information which (i) infringes or may infringe any right of another, including privacy or publicity, (ii) is protected by copyright, trademark or other proprietary right, unless with the express written permission of its owner, or (iii) contains a virus, bug, worm or other harmful content. You shall be solely liable for any damage resulting from any post, submission or transmission you make. While visiting or using this Site, you agree not to frame, repackage, or otherwise use any portion of this Site to create derivative works without the express permission of Fresenius Kabi USA. In addition, no graphics available from this Site are to be used separate from accompanying text.
User Information
Any “personal information” in electronic communications to the Site is governed by the Site’s Privacy Policy. Any other communication or material you transmit to this Site by electronic mail or otherwise, including without limitation any data, questions, comments, suggestions or the like, including any information in the Success Stories (collectively, “User Information”), is, and will be treated as, non-confidential and non-proprietary and you grant to Fresenius Kabi USA, its representatives, and its affiliates or related entities a non-exclusive, perpetual, irrevocable, transferable, royalty-free license to use such User Information for any purpose, including, without limitation, reproduction, modification, disclosure, transmission, publication, broadcast, and posting, and for advertising, publicity, or promotional purposes in any media without further permission, consent, payment, or other consideration, unless prohibited by law. Furthermore, Fresenius Kabi USA is free to use, for any purpose whatsoever and without compensation to you, any ideas, concepts, know-how, processes, or techniques contained in User Information, including without limitation, developing, manufacturing, marketing, and selling products and service using such ideas, concepts, know-how, processes, or techniques.
By transmitting such User Information, you hereby represent and warrant that: (i) you own all rights in and to your User Information; (ii) all necessary permissions or consents were obtained by you for the individuals or content contained in your User Information; (iii) you are not a minor; and (iv) Fresenius Kabi USA’s use will not violate any laws or rights of any third-parties. You release Fresenius Kabi USA, its representatives, affiliates or related entities, and any person acting on Fresenius Kabi USA’s behalf, from any liability related in any way to the permitted use of your User Information.
Governing Law
Access to or use of this Site shall not be construed as Fresenius Kabi USA’s purposeful availment of the privilege or benefits of doing business in any state or legal jurisdiction other than the State of Illinois. These Terms, and any claim or action arising out of or relating to these Terms, shall be governed by and construed in accordance with the Federal Arbitration Act, applicable federal law, and the laws of the state of Illinois, without regard to conflicts of law provisions. If any claim or action proceeds in court rather than through arbitration, sole and exclusive jurisdiction for any such claim or action shall be in the state courts of the State of Illinois in the County of Lake County, Illinois and the federal courts for the Northern District of Illinois.
Arbitration
You agree that any Dispute between you and Fresenius Kabi USA shall be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and less appellate review than in court. “Dispute” shall be interpreted broadly and shall include any claim or controversy arising from or relating to these Terms or use of the Site, including for example any: (1) claims for relief or theories of liability, whether based in contract, tort, statute or otherwise; (2) claims that arose before this agreement; and (3) claims that arise after the cancelation or expiration of this agreement. “Dispute” shall not, however, include any issues relating to the existence, scope, or validity of this arbitration provision.
Notwithstanding anything in this arbitration provision to the contrary, either you or Fresenius Kabi USA may bring an individual action in small claims court if the claim is within the jurisdiction of that court.
For all Disputes whether pursued in small claims court or arbitration, you must first give Fresenius Kabi USA an opportunity to resolve your claim by sending a written description of your claim to Fresenius Kabi USA, LLC, Attn.: General Counsel, Three Corporate Drive, Lake Zurich, Illinois 60047. We each agree to negotiate your claim in good faith. If Fresenius Kabi USA is unable to resolve the claim within 60 days after we receive this claim description, you may pursue your claim in arbitration (or in small claims court, if applicable).
Either you or Fresenius Kabi USA may start arbitration proceedings. You must send a letter requesting arbitration and describing your claim to our registered agent, Illinois Corporation Service (“ICS”), to begin arbitration. Please find below the Illinois address for ICS:
Fresenius Kabi USA, LLC
Illinois Corporation Service
801 Adlai Stevenson Dr.
Springfield, IL 92703
Attn: Legal Department
You agree that the Federal Arbitration Act and federal arbitration law apply to these Terms. The Dispute will be arbitrated by a neutral arbitrator mutually agreeable to both of us. If we cannot agree on the selection of an arbitrator within 30 days of the date that the request for arbitration was received by Illinois Corporation Service, the Dispute will be arbitrated by JAMS arbitration services. Unless we agree to use a different set of rules, the arbitrator will use the applicable JAMS arbitration rules. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-JAMS.
Upon filing of the arbitration request, we will pay all filing, administration, and arbitrator fees for the arbitration proceeding. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees. In addition, for claims under $75,000 as to which you provided notice and negotiated in good faith as required above before initiating arbitration, if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to a recovery of reasonable attorneys’ fees and costs regardless of whether they would have been available in a court.
WE EACH AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. WE EACH WAIVE THE RIGHT TO PROSECUTE OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE ACTION. WE EACH MAY SEEK RELIEF ONLY ON BEHALF OF OURSELVES AND ONLY TO THE EXTENT NECESSARY TO REMEDY OUR INDIVIDUAL CLAIMS. THIS CLASS ACTION WAIVER IS A MATERIAL AND ESSENTIAL PART OF AND CANNOT BE SEVERED FROM THIS ARBITRATION PROVISION. THE REMAINING PORTIONS OF THIS ARBITRATION PROVISION ARE NOT ESSENTIAL PARTS OF THIS ARBITRATION PROVISION AND CAN BE SEVERED FROM IT BY A COURT OF COMPETENT JURISDICTION. IF A CLAIM OR ACTION PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.
Indemnification
You agree to defend, indemnify, and hold harmless Fresenius Kabi USA, its affiliates and related entities and its directors, officers, employees, and agents from and against all claims, losses, damages, liabilities, and costs (including, without limitation, reasonable attorneys” fees and court costs), arising out of or relating to your breach of these Terms or your access to or use of this Site. The foregoing indemnification obligation shall survive termination of these Terms and the operation of this Site.