Maxim Biomedical, Inc. Terms of Use

1. Agreement to Terms of Use.

These Terms of Use (these “Terms of Use”) constitute a legally binding agreement between you (“you” or “your”) and Maxim Biomedical, Inc. (“Maxim”, “we”, “us” or “our”) concerning your access to and use of the https://maximbio.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing and browsing the Site, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

These Terms of Use relate to and govern your use of and access to the Site. If you are accessing the Site for or on behalf of an entity (e.g. a corporation, limited liability company, partnership or other organization), you represent and warrant that you have the full and lawful authority to bind such entity to these Terms of Use. 

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use the Site. By accessing or using the Site, you hereby represent that you are (a) at least eighteen (18) years old; (b) of legal age to form a binding contract; and (c) not a person barred from using the Site under the laws of the United States, your place of residence or any other applicable jurisdiction.

2. Changes to the Terms of Use.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. Any changes or modifications will be effective immediately upon being posted to the Site. We will alert you about any changes by updating the “Last updated” date above. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, any changes by your continued use of the Site after the date such change is posted.

3. Intellectual Property Rights.

Unless otherwise indicated, you agree that Maxim, and its licensors and suppliers own all right, title and interest in and to all material, content and information included on this Site, such as text, graphics, logos, button icons, images, audio clips, and software (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”), and, with respect to the Marks, is protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Except as expressly provided in these Terms of Use, this Site (whether in whole or in part), any Content or any Marks may not be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our prior written consent. 

We reserve, on our own behalf and/or on behalf of any of our licensors, all rights not expressly granted to you in and to the Site, the Content, and the Marks. Maxim, its licensors, suppliers and service providers reserve all rights not expressly granted in these Terms of Use.

4. Certain Restrictions.

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You may not access or use the Site for any purpose other than that for which we make the Site available. 

You agree that your use of the Site is subject to the following restrictions: (a) you shall not (i) use the Site in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (ii) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Site or any portion of the Site; (iii) use any metatags or other "hidden text" using our name or Marks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Site or any Content or Marks, thereon except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Site (except that we may elect to grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vi) access the Site in order to build a similar or competitive website, application or service; (vii) circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site or any Content; (viii) upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site; or (ix) interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site, or attempt to do or assist any other person to do or attempt to do any of the foregoing; (b) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (c) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Site. Any future release, update or other addition to the Site shall be subject to these Terms of Use. All rights granted to you under these Terms of Use and your ability to use or access the Site will terminate immediately in the event that you breach any terms or provisions of these Terms of Use. 

5. Submissions.

You agree that submission of any questions, comments, ideas, suggestions, feedback, and/or proposals to Maxim through any feedback or contact box or submission form (“Feedback”) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license (but, for the avoidance of doubt, we shall have no obligation) to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, without compensation or accounting to you, and to sublicense the foregoing rights. 

6. Third Party Websites and Content.

The Site may contain (or you may be sent via the Site) links to other websites (“Third Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third Party Content”). Such Third Party Websites and Third Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Site or any Third Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Websites or any Third Party Content does not imply approval or endorsement thereof by us of any such Third Party Websites, Third Party Content or any products or services advertised, offered or sold therein. If you decide to leave the Site and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.

7. Site Management.

We may, but shall not be obligated to, at any time and for any reason or no reason and without notice to you, change, revise, update, suspend, discontinue, or otherwise modify the Site, change, modify, or remove the contents of the Site, and correct any typographical errors, inaccuracies or omissions in the content. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Site. We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever, whether to you or to any third party, for any loss, damage, or inconvenience caused by your inability to access or use the Site (or any part, feature or Content thereof or thereon) during any downtime, unavailability or discontinuance of, or as a result of any modification or suspension of your access to, the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith. 

Without any obligation on our part, we reserve the right to take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities. 

8. Disclaimer of Warranties.

THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS. YOU AGREE THAT YOUR USE OF, AND ANY RELIANCE ON, THE SITE AND ANY CONTENT CONTAINED THEREIN WILL BE AT YOUR SOLE RISK. MAXIM IS NOT RESPONSIBLE FOR TECHNICAL, HARDWARE OR SOFTWARE FAILURES OF ANY KIND, LOST OR UNAVAILABLE NETWORK CONNECTIONS, OR INCOMPLETE, GARBLED OR DELAYED COMPUTER TRANSMISSIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE, (3) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (4) ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (5) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THE SITE. 

9. Limitation of Liability.

IN NO EVENT SHALL MAXIM, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES RESULTING FROM ANY USE OR PERFORMANCE OF OR ERRORS OR OMISSIONS IN THE CONTENT OR THE SITE, EVEN IF NOTIFIED IN ADVANCE OF THE POTENTIAL FOR SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL MAXIM, ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU FOR MORE THAN ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THIS LIMITATION OF LIABILITY AND THE DISCLAIMER OF WARRANTIES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.

10. Indemnification.

You agree to defend, indemnify, and hold harmless Maxim, including our subsidiaries, affiliates, and our and their respective officers, directors, agents, contractors, licensors, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Site; (2) your breach of these Terms of Use; (3) your violation of the rights of a third party, including but not limited to intellectual property rights; or (4) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

11. Governing Law; Dispute Resolution. 

These terms and conditions are governed and interpreted pursuant to the laws of the State of Maryland, United States of America, without giving effect to any choice or conflict of law principle or rule. Any legal action of whatever nature brought by either you or us shall be commenced or prosecuted in the state and federal courts located in Montgomery County, State of Maryland, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. EACH OF YOU AND MAXIM WAIVES ANY RIGHT TO A TRIAL BY JURY FOR ANY ACT, CLAIM OR LITIGATION RELATED TO, DIRECTLY OR INDIRECTLY, THESE TERMS OF USE OR YOUR USE OF THE SITE OR ANY TRANSACTION OR CONTROVERY BETWEEN MAXIM AND YOU. YOU AGREE THAT ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

12. Miscellaneous.

These Terms of Use incorporate by reference any notices on our Site and, together with our Privacy Policy https://maximbio.com/privacy-policy, constitute the entire agreement and understanding between you and us with respect to the subject matter hereof. Our failure to exercise or enforce any right under or provision of these Terms of Use shall not operate as a waiver of such right or provision. We may assign any or all of our rights and obligations to others at any time. Under no circumstances may you assign these Terms of Use or any of your rights or obligations hereunder to any other person or entity without our prior written consent and any such attempted assignment shall be automatically null and void. If any provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part thereof is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or your use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

13. How to Contact Us

If you have any questions about these Terms of Use, please contact us via email at info@maximbio.com or via mail to 1500 East Gude Drive, Suite A, Rockville, MD 20850 United States, Attn: Website Support.

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