Website Terms of Use

We may change or discontinue any aspect, service or feature of the Websites at any time, including, but not limited to, content, availability, and equipment needed for access or use.

You may be given the opportunity to register to use the Digital Portal via an online registration form or by participating in Interactive Areas (hereinafter defined), such as chatbot, feedback forms, forums and other community features, to create a user account (“Your Account”). These Interactive Areas may also allow you to provide feedback to us, receive information from us, and/or participate in certain features on the Websites. We will use the information you provide in accordance with our Privacy Policy.

3.1 By registering to use the Digital Portal you represent and warrant that all information that you provide on the registration form is accurate, and you agree to maintain and promptly update your registration information on the Websites so that it remains current, complete, and accurate to the best of your knowledge. You agree not to create multiple accounts or impersonate any other individual or entity. You are responsible for maintaining the confidentiality of your account information and agree to be solely responsible for all activities that occur under your account. You may not permit any other person to access the Platform using your name, mobile number, email or password (collectively, your “Credentials”), and the use of your Account is your responsibility. If you learn or suspect that your Credentials have been wrongfully used or disclosed, you should promptly notify us.

3.2 You are responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed for access to, and use of the Websites and all charges related to the same.

Purchase orders (“PO”) may be used to acquire Products or Services from GainMed. A PO may be placed in any commercially reasonable manner the parties determine is appropriate, including via facsimile or e-mail. Each PO will indicate the Products or Services and any appropriate Specifications related thereto, quantity, price, total purchase price, shipping instructions, requested delivery dates, appropriate billing and shipping addresses, and any other special instructions. All POs are subject to acceptance by GainMed. In the event of any conflict between the terms of any PO and these Terms and Conditions, these Terms and Conditions shall govern the rights and obligations of the parties.

The following terms apply to content submitted by you:

4.1 The Websites may contain feedback forms, chatbots, comments sections, discussion forums, or other interactive features (“Interactive Areas”) in which you may post or upload your feedback or other user-generated content, comments, video, photos, messages, other materials or items (collectively, “User Content”). You are solely responsible for your use of any Interactive Areas and you use them at your own risk. Interactive Areas are available for individuals aged 13 years or older. By submitting User Content to an Interactive Area, you represent that you are 13 years of age or older and, if you are under the age of 18, you either are an emancipated minor or have obtained the prior consent of your parent or legal guardian to agree to these Terms, submit User Content, and participate on the Websites.

4.2 By submitting any User Content or participating in an Interactive Area within or in connection with the Websites, you agree that you will not upload, post or otherwise transmit any User Content that

(a) violates or infringes in any way upon the rights of others, including any statements which may defame, harass, stalk or threaten others;

(b) you know to be false, misleading or inaccurate;

© contains blatant expressions of bigotry, racism, racially or ethnically offensive content, hate speech, abusiveness, vulgarity or profanity;

(d) contains or advocates pornography or sexually explicit content, pedophilia, incest, bestiality, or that is otherwise obscene or lewd;

(e) violates any law or advocates or provides instruction on dangerous, illegal, or predatory acts, or discusses illegal activities with the intent to commit them;

(f) advocates violent behavior;

(g) poses a reasonable threat to personal or public safety;

(h) contains violent images of killing or physical abuse that appear to have been captured solely, or principally, for exploitative, prurient, or gratuitous purposes;

(i) is protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity or other proprietary right;

(j) does not generally pertain to the designated topic or theme of any Interactive Area;

(k) contains any unsolicited or unauthorized advertising or promotional materials with respect to products or services, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation; or

(l) uses the name or likeness of an identifiable natural person without such person’s consent.

The burden of determining that any User Content is not protected by copyright, trademark, trade secret, right of publicity or other proprietary right rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity or other proprietary rights or any other harm resulting from such a submission. Any person determined by GainMed, in its sole discretion, to have violated the intellectual property or other rights of others shall be barred from submitting or posting any further material on the Websites.

4.3 You agree not to represent or suggest, directly or indirectly, GainMed’s endorsement of User Content.

4.4 You agree not to upload, post or otherwise transmit any User Content, software or other materials which contain a virus or other harmful or disruptive component.

4.5 You agree not to use any service, technology or automated system to artificially inflate the page views that your User Content receives. This includes pay-per-click services, web “robots” and any other current or future technologies. You also agree not to direct any third party to use these services, technologies or automated systems on your behalf.

4.6 You agree not to use any technology, service or automated system to post more User Content than an individual could upload in a given period of time. You also agree not to direct any third party to use these services, technologies or automated systems on your behalf.

4.7 Any conduct that we, in our sole discretion, believe restricts or inhibits anyone else from using or enjoying the Websites will not be permitted. We reserve the right in our sole discretion to remove or edit User Content submitted by you.

4.8 We are not responsible for the accuracy or credibility of any User Content, and do not take any responsibility or assume any liability for any actions you may take as a result of reading User Content posted on the Websites. Through your use of Interactive Areas, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using Interactive Areas, you assume all associated risks.

4.9 We have the right, but not the obligation, to monitor User Content posted or uploaded to the Websites to determine compliance with these Terms and any operating rules established by us and to satisfy any law, regulation or authorized government request. Although we have no obligation to monitor, screen, edit or remove any of the User Content posted or uploaded to the Websites, we reserve the right, and have absolute discretion, to screen, edit, refuse to post or remove without notice any User Content posted or uploaded to the Websites at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content posted to the Websites at your sole cost and expense. The decision by GainMed to monitor and/or modify User Content does not constitute nor shall it be deemed to constitute any responsibility or liability in any manner on our part in connection with or arising from your use of Interactive Areas on the Websites.

4.10 By submitting User Content to the Websites, you automatically grant us a royalty-free, perpetual, irrevocable, non-exclusive, worldwide right and license to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sublicense (through multiple tiers) and otherwise exploit such User Content (in whole or in part) in any form, media or technology now known or hereafter developed, without payment to you or to any third parties. Additionally, to the fullest extent permitted under applicable law, you waive your moral rights in the User Content and agree not to assert such rights against us. You represent and warrant to us that you have the full legal right, power and authority to grant to us the license provided for herein, that you own or control the complete exhibition and other rights to the User Content you submitted for the purposes contemplated in this license and that neither the User Content nor the exercise of the rights granted herein shall violate these Terms, or infringe upon any rights, including the right of privacy or right of publicity, or constitute a libel or slander against, or violate any common law or any other right of, or cause injury to, any person or entity. You further grant to us the right, but not the obligation, to pursue at law any person or entity that violates your or our rights in the User Content by a breach of these Terms.

By creating an Account, you also consent to receive electronic communications from GainMed (e.g., via email, text message, or by submitting User Content to the Websites). These communications may include operational notices about your Account (e.g., password changes and other transactional information) and are part of your relationship with us. You agree that any communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

All text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software and computer code (collectively, “Content”), including but not limited to the “look and feel”, layout, design, structure, color scheme, selection, combination and arrangement of the Content present on the Websites, are the property of GainMed or its licensors and are protected by copyright and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to access and use the content for personal, non-commercial purposes. You may not reproduce, modify, distribute, or exploit any content without the express written permission of GainMed. Such Content is protected by copyright, trademark, trade dress and various other intellectual property and unfair competition laws. Except with our express written permission or as permitted by applicable laws, you may not copy, distribute, reproduce, mirror, frame, publicly display, publicly perform, translate, create derivative works of, re-publish or transmit the Websites or Content (in whole or in part) in any way or through any medium for distribution, publication, or any commercial purpose. You may display, copy and download Content from the Websites solely for your personal and non­-commercial use provided that:

(a) you do not remove any copyright or proprietary notice from the Content;

(b) such Content will not be copied or posted on any networked computer or published in any medium; and

© no modifications are made to such Content.

The Websites may contain links to third-party web sites, products, and services, and it may redirect you to third party applications on your mobile device (each, a “Linked Third-Party Service”). GainMed is not responsible for the content of Linked Third-Party Services, and does not make any representations or warranties regarding the content or accuracy of any such content. When you access and use a Linked Third-Party Service, you are subject to that third party’s terms and conditions of use and privacy policy and you agree that GainMed is not responsible for and has made no representations or warranties, express or implied, regarding any Linked Third-Party Service and that GainMed shall have no liability relating to such Linked Third-Party Service. Your use of any Linked Third-Party Service is at your own risk and subject to the terms and conditions of use for such offerings.

(A) YOU EXPRESSLY AGREE THAT USE OF THE WEBSITES IS AT YOUR SOLE RISK. GAINMED, ITS OTHER AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS OR LICENSORS DO NOT WARRANT THAT USE OF THE WEBSITES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITES, NOR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE WEBSITES.

(B) THE WEBSITES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.

© TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL GAINMED, OR ITS PAST, PRESENT AND FUTURE PARENT OR AFFILIATED COMPANIES, BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF USE OF THE WEBSITES OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE WEBSITES, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE WEBSITES. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF THE PRODUCTBOARD GROUP OR PARENT OR AFFILIATED COMPANIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT GAINMED OR FUTURE PARENT OR AFFILIATED COMPANIES ARE NOT LIABLE FOR ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE WEBSITES OR ANY OTHER THIRD PARTIES.

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

(D) We disclaim any and all liability of any kind for any unauthorized access to or use of your personally identifiable information. By accessing the Websites, you acknowledge and agree to our disclaimer of any such liability. If you do not agree, you should not access or use the Websites.

You agree to defend, indemnify, and hold harmless GainMed, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Websites by you. GainMed reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you shall provide GainMed with such cooperation as is reasonably requested by the GainMed.

We may terminate or suspend these Terms at any time and for any reason, without prior notice. Without limiting the foregoing, we shall have the right to immediately terminate your access to the Websites in the event of any conduct by you which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms by Contacting Us. The provisions of Sections 2, and 5-14 shall survive termination of these Terms.

(a) Generally. In the interest of resolving disputes between you and GainMed in the most expedient and cost-effective manner, and except as described in Section 12(b), you and GainMed agree that every dispute arising in connection with the Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitrators can award damages and other relief that is non-binding upon the parties, but arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of the Terms, your use of the Services, and our communications with you, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of the Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND GAINMED ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

IF YOU DO NOT WISH TO RESOLVE DISPUTES BY BINDING ARBITRATION, YOU MAY OPT OUT OF THE PROVISIONS OF THIS SECTION WITHIN 30 CALENDAR DAYS AFTER THE DATE THAT YOU AGREE TO THESE TERMS BY SENDING A LETTER TO GAINMED AT THE ADDRESS IDENTIFIED IN SECTION 15. IN ORDER TO BE EFFECTIVE, THE LETTER MUST BE RECEIVED BY THE COMPANY WITHIN 30 CALEDNAR DAYS OF YOUR ACCEPTANCE OF THESE TERMS AND YOUR LETTER MUST SPECIFY: YOUR FULL LEGAL NAME, YOUR CURRENT RESIDENTIAL ADDRESS, THE EMAIL ADDRESS ASSOCIATED WTH YOUR USER ACCOUNT ON THE SERVICE, AND A STATEMENT THAT YOU WISH TO OPT OUT OF ARBITRATION (“OPT-OUT NOTICE”).

(b) Exceptions. Despite the provisions of Section 12(a), nothing in the Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law to compel or enforce arbitration; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

© Arbitrator. Any arbitration between you and GainMed will be conducted under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by the Terms. The AAA Rules and filing forms are available online at www.adr.org/consumer, by calling the AAA at 1-800-778-7879, or by contacting GainMed. The arbitration will be before a single arbitrator selected pursuant to the AAA Rules. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, arbitrability, or enforceability of this binding arbitration agreement.

(d) Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). GainMed’s address for Notice of Arbitration is identified in Section 15 below. The Notice of Arbitration must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties shall make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or GainMed may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing.

(e) Fees. Any arbitration hearing will take place at a location to be agreed upon in New York, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone or virtual hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the material findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

(f) No Class Actions. YOU AND GAINMED AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Further, unless both you and GainMed agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, consolidated, or class proceeding.

(g) Modifications to this Arbitration Provision. If GainMed makes any future change to this arbitration provision, other than a change to GainMed address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to GainMed’s address for Notice of Arbitration.

(h) Enforceability. If Section 12(f) is found to be unenforceable or if the entirety of this Section 12 is found to be unenforceable, then the entirety of this Section 12 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 12(i) will govern any action arising out of or related to the Terms.

(i) The Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and GainMed submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, New York for resolution of any lawsuit or court proceeding permitted under these Terms.

We respect others’ intellectual property rights and expect our users and customers to do the same. If you believe that your work has been copied on the Websites in a way that constitutes copyright infringement, please contact us at marketing@gainmed.com. We reserve the right to terminate access to the Websites for users or customers who post material that infringes the intellectual property rights of others.

These Terms and any operating rules for the Websites established by us constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms are for the benefit of GainMed, its affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner. The enforceable sections of these Terms will remain binding upon the parties. The section headings used herein are for convenience only and shall not be given any legal import.