1. ACCEPTANCE OF TERMS
2. DESCRIPTION OF SERVICES
The Website is dedicated to providing you information about Avantor® and the opportunity to purchase our products. Avantor® provides Visitors, Registered Users, and Customers with access to the Website as described in this Agreement.
Visitors. No login is required for Visitors. Visitors to the Website can view all publicly-accessible content.
Registered Users. Login is required for all Registered User services. Registered Users can (i) view all publicly-accessible content; ask Avantor® a question through our Q&A Center or live chat with one of our support agents; and (iii) post comments on the Website via Twitter and perhaps other social networking and/or microblogging sites (collectively, the “User Content”).
Customers. Login is required for all Customers. Customers can do all the things Registered Users can do, and also (i) view special pricing; (ii) place orders; and (iii) check order status.
Avantor® is under no obligation to accept any individual as a Registered User or Customer, and may accept or reject any registration in its sole and complete discretion.
The Website, like any website, functions best when its users follow a few simple rules. By accessing and using the Website, you hereby agree to comply with these rules and that:
- You will not use the Website for any unlawful purpose;
- You will not tweet, upload, post, e-mail, transmit, or otherwise make available any content that:
- infringes any copyright, trademark, or other proprietary rights of any person or entity; or
- is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or
- discloses any personal information about another person, including that person’s name, e-mail address, postal address, phone number, credit card information, or any similar information;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not “stalk” or otherwise harass another;
- You will not interfere with or attempt to interrupt the proper operation of the Website through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Website through hacking, password mining, or any other means; and
- You must be eighteen (18) years of age or older to order a product through the Website.
4. SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS
During the registration process for Registered Users and Customers, we will ask you to create an account, which includes a unique user ID (“User ID”), password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each User ID and corresponding Password can be used by only one Registered User or Customer. You are solely responsible for the confidentiality and use of your User ID, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Website using one or more of them. You will promptly inform Avantor® of any need to deactivate a Password or User ID, or change any Unique Identifier. Avantor® reserves the right to delete or change your Password, User ID, or Unique Identifier at any time and for any reason. Avantor® will not be liable for any loss or damage caused by any unauthorized use of your account.
5. INTELLECTUAL PROPERTY
The Website contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Avantor® (collectively referred to as the “Avantor® Content”). The Avantor® Content may be owned by us or by third parties. The Avantor® Content is protected under both United States and foreign laws. Unauthorized use of the Avantor® Content may violate copyright, trademark, and other laws. You have no rights in or to the Avantor® Content, and you will not use the Avantor® Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Avantor® Content on any copy you make of the Avantor® Content. You may not sell, transfer, assign, license, sublicense, or modify the Avantor® Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Avantor® Content in any way for any public or commercial purpose. The use or posting of the Avantor® Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Avantor® Content and Website automatically terminates and you must immediately destroy any copies you have made of the Avantor® Content.
The trademarks, service marks, and logos of Avantor® (the “Avantor® Trademarks”) used and displayed on the Website are registered and unregistered trademarks or service marks of Avantor®. Other company, product, and service names located on the Website may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with Avantor® Trademarks, the “Trademarks”). Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Avantor® Trademarks inures to Avantor®’s benefit.
Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Avantor® Content for this Website may be retransmitted without our express, written consent for each and every instance.
6. USER CONTENT
All User Content submitted by you to us or provided by you in connection with the Website shall be the exclusive property of Avantor® and you hereby assign all right, title, and interest to such User Content. You hereby acknowledge and agree that: (a) Avantor® may use, copy, disclose, distribute, sell, license, and otherwise exploit the User Content in any manner and in any and all media now known or hereafter devised without any compensation to you and that your use of the Website is sufficient consideration for the foregoing assignment; and (b) the User Content is wholly original to and exclusively owned by you and you have the right to grant the assignment hereunder; and (c) the User Content does not infringe the intellectual property right (or any other right) of any third party.
7. NO WARRANTIES/LIMITATION OF LIABILITY
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF THE WEBSITE. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE WEBSITE FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEBSITE AT YOUR OWN RISK.
WE DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, ITS SERVER, OR ITS CONTENTS ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.
THE WEBSITE AND ITS CONTENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE OR ITS CONTENTS WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
THE WEBSITE AND IT CONTENTS MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. Avantor™ IS NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON OUR WEBSITE. THE WEBSITE CONTAINS INFORMATION ON Avantor™’S WORLDWIDE PRODUCTS, NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION. A REFERENCE TO AN Avantor™ PRODUCT ON THE WEBSITE DOES NOT IMPLY THAT SUCH PRODUCT IS OR WILL BE AVAILABLE IN YOUR LOCATION. Avantor® RESERVES THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE AND TO THE PRODUCTS AT ANY TIME WITHOUT NOTICE.
WE RESERVE THE RIGHT TO CANCEL OR MODIFY ORDERS WHERE IT APPEARS THAT A CUSTOMER HAS ENGAGED IN FRAUDULENT OR INAPPROPRIATE ACTIVITY OR UNDER OTHER CIRCUMSTANCES WHERE IT APPEARS THAT THE ORDER CONTAINS OR RESULTED FROM A MISTAKE OR ERROR.
8. EXTERNAL SITES
The Website may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use, or misuse of the Avantor® Content, the User Content, or the Website. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
10. COMPLIANCE WITH APPLICABLE LAWS
The Website is based in the United States. We make no claims concerning whether the Website content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website or the content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
11. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website at any time without prior notice or liability.
This Agreement is governed by the internal substantive laws of the State of New Jersey, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New Jersey. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the Termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “User Content,” “No Warranties/Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.