Terms of Use

1. Acceptance of These Terms

These Terms of Use (“Terms”) govern your access to and use of xenixmedical.com and any other website, portal, or online resource operated by XENIX Medical (“XENIX,” “we,” “our,” or “us”) that links to these Terms (together, the “Site”).

By accessing or using the Site, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated here by reference. If you do not agree, do not access or use the Site.

2. Eligibility and Intended Audience

The Site is intended for use by persons who are at least 18 years of age and located in the United States.

The Site is directed primarily to healthcare professionals, hospital and health system personnel, distributors and suppliers, investors, and job applicants. Some areas of the Site may be designated for healthcare professionals only. Where an area is so designated, you represent that you are a licensed healthcare professional or are acting on behalf of one in a professional capacity.

If you are not located in the United States, or are under 18, please do not use the Site or submit information to us. Information on the Site may not be appropriate or available in your jurisdiction. See Section 4.

3. No Medical Advice

The Site provides general informational and educational content about XENIX and its products and technologies. It does not provide medical advice, diagnosis, or treatment, and nothing on it should be relied upon as a substitute for professional medical judgment.

XENIX does not practice medicine and does not provide medical or surgical services through the Site.

For healthcare professionals. Information on the Site is not a substitute for your own training, experience, and clinical judgment. A healthcare professional must always rely on his or her own professional clinical judgment when deciding whether to use a particular product in treating a particular patient, and should be trained in the use of a product before using it in a procedure. Surgical technique guides and similar materials describe a technique; they do not prescribe the technique appropriate for any individual patient.

For patients and caregivers. Nothing on the Site can replace the relationship between you and your physician. Do not use the Site to diagnose a condition or to decide on a course of treatment. Always consult your surgeon or treating physician about your diagnosis, your treatment options, and any device that may be used in your care. XENIX cannot answer questions about your medical condition or your care.

Not for emergencies. The Site is not monitored continuously and must not be used to report a medical emergency. If you are experiencing a medical emergency, call 911 or go to the nearest emergency department immediately.

4. Product Information, Regulatory Status, and Availability

Descriptions of XENIX products and technologies on the Site are provided for general information only and are not a representation that a product is appropriate for any particular patient or procedure.

Regulatory status and availability vary. Products may not be available in all markets, and product availability is subject to the regulatory requirements and medical practices of individual markets. A product, indication, configuration, or claim described on the Site may not be cleared, approved, or registered in your country or region. Nothing on the Site constitutes an offer to sell, or a promotion of, any product in any jurisdiction where it is not authorized.

Always consult the Instructions for Use. Before using any XENIX device, a healthcare professional must refer to the product labeling, package insert, and Instructions for Use (“IFU”) supplied with the device — including indications, contraindications, warnings, precautions, and any instructions for cleaning, sterilization, and handling. The IFU controls. Where the Site and the IFU differ, the IFU governs. Current Instructions for Use are available on specific product pages on this website or from your XENIX representative.

Off-label use. XENIX does not promote or support the use of its products outside their cleared or approved indications. The decision to use a device in any manner is the responsibility of the treating healthcare professional.

No clinical guarantee. Clinical data, case studies, technique descriptions, and testimonials that may appear on the Site describe particular experiences and outcomes. Individual results vary, and past outcomes do not predict future outcomes for any patient. All surgery carries risk.

No forward-looking commitment. Statements on the Site about products in development, pending regulatory submissions, or planned launches are not commitments and are subject to change without notice.

5. Product Complaints and Adverse Event Reporting

If you become aware of a product complaint, device malfunction, or adverse event involving a XENIX product, please report it to us promptly by telephone at (888) 594-8633 or by email at COMPLAINTS@XENIXMEDICAL.COM. Do not use the general Site contact form for this purpose. Details of the information we collect and how we handle it are in Section 15 of our Privacy Policy.

You may also report adverse events involving medical devices directly to the US Food and Drug Administration through MedWatch at www.fda.gov/medwatch or by calling 1-800-FDA-1088.

6. Permitted Use

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access the Site and to view, download, and print its content for your own internal professional, educational, or personal reference. All other rights are reserved.

7. Prohibited Conduct

You agree not to:

• Use the Site for any unlawful purpose or in violation of any applicable law or regulation
• Reproduce, distribute, publicly display, publicly perform, modify, translate, or create derivative works from Site content except as permitted in Section 6 or with our prior written consent
• Remove, obscure, or alter any copyright, trademark, or other proprietary notice
• Use any robot, spider, scraper, crawler, or other automated means to access the Site or to collect information from it, or to circumvent any measure we use to restrict access
• Reverse engineer, decompile, or disassemble any portion of the Site, or attempt to derive its source code
• Introduce any virus, worm, malware, or other harmful code, or interfere with or disrupt the Site, its servers, or its networks
• Attempt to gain unauthorized access to any portion of the Site, any account, or any system or network connected to the Site
• Impersonate any person or misrepresent your identity, affiliation, or professional credentials
• Use the Site or its content to develop a competing product or service, or for competitive benchmarking without our written consent
• Frame, mirror, or deep-link to the Site in a manner that misrepresents your relationship with XENIX or that presents our content as your own
• Use contact information obtained through the Site for unsolicited commercial communications
• Submit any patient-identifiable health information, or any third party’s personal information that you do not have the right to provide

8. Intellectual Property

All content on the Site — including text, graphics, photographs, illustrations, video, audio, animation, data, layout, design, look and feel, software, and source code — is owned by XENIX or its licensors and is protected by United States and international copyright, trademark, trade dress, patent, trade secret, and other intellectual property laws.

Nothing on the Site grants you any license or right, by implication, estoppel, or otherwise, under any patent, trademark, copyright, or other intellectual property of XENIX or any third party, except the limited license expressly granted in Section 6.

XENIX products and technologies may be covered by one or more issued or pending United States and foreign patents.

9. Trademarks

XENIX, XENIX MEDICAL, the XENIX “X” mark, The Science of Innovation, and the XENIX product names, technology names, logos, and slogans appearing on the Site are trademarks of XENIX Medical, whether registered or unregistered.

You may not use any XENIX trademark without our prior written permission, except that you may use the trademark in plain text to refer accurately to the corresponding XENIX product. You may not use any XENIX trademark in a manner likely to cause confusion, in a way that disparages XENIX, or as part of your own name, mark, domain name, or metadata.

Trademarks, product names, and logos of other companies appearing on the Site are the property of their respective owners, and their appearance does not imply any affiliation with, endorsement of, or sponsorship by those owners.

10. Submissions and Feedback

Other than personal information governed by our Privacy Policy, and other than product complaint and adverse event information governed by Section 5, any comment, suggestion, idea, or other material you submit to us through the Site (“Feedback”) is provided on a non-confidential and non-proprietary basis. You grant XENIX a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, reproduce, modify, and otherwise exploit the Feedback for any purpose without compensation or attribution to you. You represent that you have the right to grant this license.

Please do not send us confidential or proprietary information, or any unsolicited invention disclosure, through the Site.

11. Disclaimer of Warranties

THE SITE AND ALL CONTENT, MATERIALS, INFORMATION, AND SERVICES MADE AVAILABLE THROUGH IT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, XENIX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, XENIX DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR SUITABLE FOR ANY PARTICULAR PURPOSE. XENIX MAKES REASONABLE EFFORTS TO KEEP THE SITE CURRENT BUT DOES NOT UNDERTAKE TO UPDATE ANY CONTENT AND MAY MODIFY OR REMOVE CONTENT AT ANY TIME WITHOUT NOTICE.

THIS DISCLAIMER DOES NOT APPLY TO, AND DOES NOT LIMIT, ANY EXPRESS PRODUCT WARRANTY XENIX PROVIDES IN THE WRITTEN LABELING, INSTRUCTIONS FOR USE, OR PURCHASE TERMS ACCOMPANYING A XENIX DEVICE. Product warranties are governed by those documents and not by these Terms.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL XENIX, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR ITS CONTENT, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT XENIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, XENIX’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS WILL NOT EXCEED ONE HUNDRED US DOLLARS (US $100).

NOTHING IN THIS SECTION LIMITS OR EXCLUDES LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY PRODUCT LIABILITY CLAIM ARISING FROM A XENIX DEVICE. THIS SECTION APPLIES TO YOUR USE OF THE WEBSITE AND DOES NOT APPLY TO CLAIMS ARISING FROM A XENIX PRODUCT ITSELF.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless XENIX, its affiliates, and their respective officers, directors, employees, and agents from and against any claim, demand, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to: (a) your breach of these Terms; (b) your violation of any applicable law or the rights of any third party; (c) your submission of any patient-identifiable health information or any third party’s personal information through the Site; or (d) any content you submit to the Site. XENIX reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense.

14. Third-Party Links and Content

The Site may contain links to, or content supplied by, third parties. We provide these for convenience and information only, and their presence is not an endorsement, sponsorship, or recommendation. We do not control third-party websites or content, do not review them for accuracy, and are not responsible for them. Your use of any third-party website is at your own risk and subject to that site’s own terms and privacy policy.

15. Privacy

Your use of the Site is also governed by our Privacy Policy, which describes what personal information we collect and how we use and disclose it.

16. Suspension and Termination

We may modify, suspend, restrict, or discontinue the Site or any part of it, and may terminate or restrict your access, at any time, for any reason, without notice or liability. Sections 5, 8, 9, 10, 11, 12, 13, 17, and 18 survive any termination.

17. Governing Law and Dispute Resolution

Governing law. These Terms and any dispute arising out of or relating to them or to the Site are governed by the laws of the State of Florida, without regard to its conflict of laws principles, and by applicable federal law of the United States.

Informal resolution first. Before filing any claim, you agree to try to resolve the dispute informally by sending a written description of it to XENIX Medical, Attn: Legal, 149 West Michigan Street, Orlando, FL 32806. We will do the same. Both parties agree to negotiate in good faith for 30 days after that notice.

Forum. If the dispute is not resolved informally, you and XENIX agree that any action must be brought exclusively in the state or federal courts located in Orange County, Florida, and each party consents to the personal jurisdiction of those courts and waives any objection to venue there.

Limitation period. To the extent permitted by law, any claim arising out of or relating to the Site or these Terms must be brought within one year after the claim arose, or it is permanently barred.

18. General

Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and XENIX regarding the Site, and supersede any prior understanding on that subject. They do not supersede or modify any separate written agreement between you and XENIX — including a purchase agreement, distribution agreement, consulting agreement, confidentiality agreement, or clinical study agreement — which governs its own subject matter.

Severability. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remaining provisions stay in full force.

No waiver. Our failure to enforce any provision is not a waiver of it.

Assignment. You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign them without restriction, including in connection with a merger, acquisition, or sale of assets.

Relationship. Nothing in these Terms creates any partnership, joint venture, employment, agency, or franchise relationship between you and XENIX.

Headings. Section headings are for convenience only and do not affect interpretation.

Modifications to these Terms. We may revise these Terms at any time by posting an updated version on the Site and changing the “Last Updated” date. Material changes will be accompanied by more prominent notice. Your continued use of the Site after a change takes effect constitutes acceptance of the revised Terms. Please review them periodically.

19. Contact

XENIX Medical
Attn: Legal
149 West Michigan Street
Orlando, FL 32806

Email: info@xenixmedical.com

Telephone: (888) 594-8633