Effective Date: July 21, 2023
PLEASE READ THESE TERMS AND CONDITIONS OF USE (“TERMS”) CAREFULLY. THESE TERMS ARE LEGALLY BINDING AND GOVERN THE AGREEMENT BETWEEN YOU AND US, MASIMO CORPORATION, THAT YOU FORM BY ACCESSING OR USING ANY AREA OR FEATURE OF ANY WEBSITE THAT WE OPERATE AND THAT LINKS TO THESE TERMS (“WEBSITE”). BY ACCESSING OR USING THE WEBSITE, YOU AGREE TO BE BOUND BY ALL TERMS SET FORTH IN THESE TERMS. YOUR CONTINUED ACCESS OR USE OF THE WEBSITE FOLLOWING CHANGES TO THESE TERMS WILL CONSTITUTE YOUR ACCEPTANCE OF ANY CHANGES TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THE WEBSITE. BY ACCESSING THE WEBSITE, YOU WARRANT THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU ARE LOCATED AND RESIDE, IF DIFFERENT. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD IMMEDIATELY EXIT THE WEBSITE.
1. Changes to the Website. You agree and understand that the Website, including any and all content, features, pricing, or product available through the Website, may be modified at any time, in our sole discretion, without prior notice to you. We reserve the right to modify these Terms at any time without prior notice to you. We ask that you read these Terms carefully each time you use the Website. All changes to these Terms will be effective from the date posted. By using the Website after any change, you accept and agree to the changes. So long as you comply with the Terms, we grant you a limited, non-exclusive, non-transferable privilege that is personal in nature to enter and use the Website.
You are prohibited from: (a) any resale or commercial use of the content on the Website; (b) the collection and use of any product listing or description on the Website; or (c) use of any data mining, bots, or similar data gathering and extraction methods on the Website.
3. Ownership of Intellectual Property. As between you and us, the Website, including all photographs, images, text, graphics, icons, audio clips, software, as well as all improvements, modifications, or derivative works based thereon, including all copyrights, trademarks, and other intellectual property or proprietary rights in the foregoing, are owned by us or our licensors. Nothing contained in these Terms shall be deemed to grant to you any rights, title or interest in or to any copyright, trademark, patent, or other proprietary right of ours or any of our licensors. Nothing in these Terms shall be deemed to grant any license or right in or to any patent, trademark, copyright, or other intellectual property or proprietary right of ours pertaining to the products sold on or through our Website. You shall not use our trademarks, name, logo, likeness, trade dress, designs, patents, or other proprietary rights (“Intellectual Property”) without our written permission. You shall not alter, cover, deface, remove, or otherwise change any of our Intellectual Property or make changes to any materials provided by us. You shall not register any of our Intellectual Property in your own name or that of any other unauthorized party. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms, you are prohibited from accessing the Website and you must, at our option, return or destroy any copies of the materials you have made.
4. Restrictions on Your Use of our Website. You agree to not engage in any conduct when using our Website that could harm us or any third party, interfere with the operation of the Website, or violate any laws. Without limiting the generality of any other provisions of these Terms, except as expressly permitted under these Terms or applicable law, you agree you shall not: (i) download, modify, reproduce, adapt, translate, reverse engineer, create derivative works based upon, publicly display, sell, rent, license, or in any way commercially exploit any portion of the Website or its content; (ii) remove any copyright, trademark or other proprietary rights notice contained in or on our Website; (iii) use any bot, spider, search application, or other device to retrieve or index any portion of the Website; (iv) transmit or upload to the Website any software or code containing any virus, worm, defect, trojan horse, software bomb or other feature designed to damage or degrade in any manner the performance of the Website or any computer utilized to access the Website; (v) use the Website to intentionally or unintentionally, violate any applicable local, state, federal or international law; or (vi) collect or store personal data about others in connection with the prohibited activities described in this section. You may not use the Website for any unlawful purpose, or for any purpose that is prohibited by these Terms. Your rights under these Terms will terminate automatically if you fail to comply with any of its terms.
5. Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL RESPONSIBILITY AND LIABILITY IN CONNECTION WITH YOUR USE OF OUR WEBSITE, INCLUDING FOR DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA. EXCEPT AS PROVIDED IN THESE TERMS, YOU EXPRESSLY AGREE THAT YOUR USE OF OUR WEBSITE, AND THE CONTENT, INFORMATION, ADVICE, SERVICES, PRODUCTS, AND OTHER MATERIALS CONTAINED ON OR DESCRIBED ON OUR WEBSITE IS ENTIRELY AT YOUR OWN RISK, AND THAT ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE AVAILABILITY, OPERATION, AND/OR USE OF THE WEBSITE, INCLUDING BUT NOT LIMITED TO ALL CONTENT, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE WEBSITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION AND CONTENT ACCESSIBLE THROUGH THE WEBSITE IS ACCURATE, COMPLETE, OR CURRENT, AND WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM THE USE OR INABILITY TO USE, OR RELIANCE ON ANY ASPECT OF OUR WEBSITE ITS CONTENT, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE WEBSITE. FURTHER, WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE SITE FOR ANY RECONSTRUCTION OF ANY LOST DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR OUR CUSTOMER SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOUR SOLE REMEDY AGAINST US FOR CLAIMS RELATED TO THE WEBSITE IS FOR YOU TO STOP USING THE WEBSITE.
6. Limitation on Liability. WE RESERVE THE RIGHT TO MODIFY, SUSPEND, OR TERMINATE ACCESS OR OPERATION OF THE WEBSITE, OR ANY PORTION THEREOF. EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY OF THE FOREGOING, BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, UNAVAILABILITY OF, INABILITY TO USE, OR IMPROPER USE OF OUR WEBSITE, INCLUDING BUT NOT LIMITED TO ANY USER CONTENT, REVIEWS, ADVICE, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON OUR WEBSITE. THIS LIMITATION INCLUDES ANY DAMAGES OF ANY NATURE FOR THE DISCLOSURE OR USE OF ANY INFORMATION, INCLUDING INFORMATION YOU MAY PROVIDE TO US, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF LEGAL ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. IN ALL EVENTS, OUR TOTAL MAXIMUM LIABILITY SHALL BE LIMITED TO THE GREATER OF THE COST OF THE PRODUCT PURCHASED ON OUR WEBSITE BY YOU OR ONE HUNDRED U.S. DOLLARS ($100.00). THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THIS IS A BARGAINED AND AGREED TO PROVISION. Some jurisdictions do not allow the limitation of certain damages, so the above limitations may not apply to you.
7. No Medical Advice. THE WEBSITE DOES NOT PROVIDE MEDICAL ADVICE AND OUR PRODUCTS AND SERVICES ARE NOT INTENDED AS A SUBSTITUTE FOR QUALIFIED MEDICAL ADVICE OR TREATMENT. IN THE INSTANCE THAT YOU ARE SEEKING MEDICAL ADVICE, TO DIAGNOSE A HEALTH CONDITION, THERAPEUTIC BENEFITS, OR ARE UNSURE OF HOW OUR PRODUCTS OR SERVICES WILL INTERACT WITH YOUR HEALTH, PLEASE CONSULT WITH A MEDICAL PROFESSIONAL BEFORE USING OR RELYING ON ANY INFORMATION PROVIDED BY THE WEBSITE OR ANY OF OUR PRODUCTS AND SERVICES.
8. Geographic Restrictions. The Website is intended for users located in the United States. If you are located outside the United States, you may see information on the Website about products or services that are not approved or marketed in the jurisdiction where you are located. Such information does not imply that these products or services are or will be available, or that we intend to sell such products or services, in jurisdiction where you are located.
9. Forward Looking Statements. All statements other than statements of historical facts included on the Website that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements including, in particular, statements regarding our products and product features in development, as well as statements regarding our expectations as to product performance and future product release timelines. These forward-looking statements are based on our current expectations and beliefs and are subject to uncertainties and factors, all of which are difficult to predict and many of which are beyond our control and could cause actual results to differ materially and adversely from those described in the forward-looking statements. These risks include those discussed in the “Risk Factors” section of our most recent periodic reports filed with the Securities and Exchange Commission (“SEC”), including our most recent Form 10-K and Form 10-Q, all of which you may obtain for free on the SEC’s website at www.sec.gov. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made, even if subsequently made available by us on the Website or otherwise. We do not undertake any obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
10. Indemnification. You agree to indemnify and hold harmless us and our affiliates, licensors, directors, officers, members, managers, employees, agents, and representatives, from and against any losses, costs, expenses, or damages of any nature whatsoever (including attorneys’ fees and court costs) arising from any claim, cause of action, suit or demand of any third party due to, arising out of or related to (i) your access to or use of our Website, or (ii) your violation of these Terms.
11. Disclaimer of Advertisements and Links to Third Party Websites. IN NO EVENT WILL WE BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE, INCLUDING COMPENSATORY OR PUNITIVE, OR ANY LOSS ARISING FROM OR RELATING TO LINKS OR ADS TO THIRD-PARTY WEBSITES.
12. Resolution of Disputes.
13. Choice of Law. All Disputes relating to, connected with, or arising from your use of the Website, our privacy practices, or the interpretation, application, or enforcement of these Terms will be governed by California law, excluding California's conflict of laws rules, except to the extent that California law is contrary to or preempted by federal United States law.
14. Miscellaneous. These Terms (including any linked, referenced, or incorporated terms or policies) constitute the entire agreement between us with respect to the subject matter of the Terms. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of the enforcement of such right or provision. Our waiver of any term under these Terms shall not constitute further or continuing waiver of such term or any other term. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable, or sub-licensable by you, and any attempt by you to assign, transfer or sub-license these Terms in violation of these Terms shall be null and void. The headings in these Terms are for convenience. These Terms include and incorporate by reference our General Privacy Notice available at https://www.masimo.com/company/masimo/privacy/. If any part of the Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions of the terms. We reserve the right, in its sole discretion, to limit, change, or modify the Terms at any time.