Terms and Conditions

To access this Web site and any other Web sites of Envista, Inc. ("Envista") which are related or linked to this Web site, including blogs (each, a "Site" and collectively, the "Sites") and all related software applications and their associated user documentation (the "Applications"), you must agree to the following Terms and Conditions of Use ("Terms of Use"). Please read these Terms of Use carefully. Envista has established these Terms of Use to outline the rights and responsibilities of users of the Sites and the Applications, information, and other services accessed through the Sites. Collectively, the Sites, the Applications, and such other information and services are referred to as the "Services". When you access or use any of the Services, you are agreeing to accept these Terms of Use and our copyright policy and legal disclaimers displayed in these Terms of Use or elsewhere on the Sites. We may change these Terms of Use, and such policy and disclaimers, at any time to reflect changes in the Services, our business practices, or the law, and we advise users to periodically review the Sites and these Terms of Use for changes and updates. By using the Services or engaging in any of the activities described in these Terms of Use after such changes have been made, you agree to accept those changes.

RATIFICATION AND INCORPORATION OF CLIENT OR VENDOR AGREEMENT

Clients: If you are an Envista client, you agree that your use of the Services is also governed by the terms and conditions of any agreement(s) between your organization and Envista as well as any amendments or addendums to such agreement(s) (collectively, your "Client Agreement").Third Party Vendors: If you are a third party vendor, you agree that your use of the Services is also governed by the terms and conditions of the agreement(s) between your organization and Envista (collectively, your "Vendor Agreement"). These Terms of Use are in addition to the terms and conditions of your Client Agreement or your Vendor Agreement, as the case may be. If there is a conflict between these Terms of Use and your Client Agreement or Vendor Agreement, as the case may be, the terms of your Client Agreement or Vendor Agreement shall control.

APPLICATION LICENSES

Subject to these Terms of Use and any access restrictions and controls established by Envista at the time your account is established (which may be specified in your Client Agreement or Vendor Agreement, as the case may be), Envista hereby grants you a limited non-exclusive, non-transferable license to use the Applications available through the Services. If you are an Envista client, you may use the Services only for your internal business purposes and only in a manner consistent with your Client Agreement. If you are a third party vendor providing services to an Envista client, you may use the Services only for the internal business purposes of the client and only in a manner consistent with your Vendor Agreement. You may not sublicense, modify, reproduce, distribute, download, transmit, reverse engineer, or decompile, any Application, or grant any third party access to any Application, without Envista’s prior written consent. You acknowledge that Envista and its licensors have and retain all rights, title and interest in and to the Applications, and that the Applications constitute "Envista Confidential Information" (as defined below). The license granted in this section will terminate upon the termination of your Client Agreement or your Vendor Agreement, as the case may be. The license will automatically terminate upon your violation of these Terms of Use.

Nothing contained in the Services should be construed as granting, by implication, estoppel or otherwise, any license or right in and to Envista trademarks or copyrighted material except for express grants of licenses or rights by Envista to you stated in these Terms of Use or your Client Agreement or Vendor Agreement, as the case may be.

CONFIDENTIALITY

You acknowledge that, in connection with the Services, you may have access to information and materials that is proprietary or confidential to Envista (or its licensors) or trade secrets of Envista (or its licensors) (collectively, the "Envista Confidential Information"). You will take all steps necessary to ensure that the Envista Confidential Information is not disclosed to, or used by, anyone except you and then only to the extent necessary for your permitted use of the Services consistent with the protection of this section and your Client Agreement and Vendor Agreement, as the case may be. You acknowledge and agree that any unauthorized disclosure or use of Envista Confidential Information would cause Envista immediate and irreparable injury or loss. Accordingly, should you fail to comply with these Terms of Use, Envista shall be entitled to specific performance including immediate issuance of a temporary restraining order or preliminary injunction enforcing these Terms of Use, and to a judgment for damages (including attorneys’ fees) caused by the breach, together with any other remedies provided under applicable law.

DATA USE

You are responsible for the accuracy and completeness of any information entered on the Sites or in connection with the Services by you, your agents or representatives, including changes and updates. Envista may rely on such input information without further corroboration or inquiry.

SECURITY OF USER AND PASSWORD

YOU ARE SOLELY RESPONSIBLE FOR ALL USE OF AND ACCESS TO YOUR USER ID AND PASSWORD. Envista SHALL HAVE NO LIABILITY FOR ANY ACTIONS BY ANYONE TO WHOM YOU GRANT AUTHORIZATION, OR WHO GAINS ACCESS TO YOUR USER ID OR PASSWORD BY OR THROUGH YOUR ACTION OR NEGLECT AND YOU AGREE TO HOLD HARMLESS AND INDEMNIFY Envista FOR SUCH USE AND ACCESS TO THE FULLEST EXTENT PERMITTED BY LAW.

AUTHORITY

You represent and warrant that you have the legal right and authority to agree to these Terms of Use and that you will use the Services in a manner consistent with these Terms of Use and your Client Agreement or Vendor Agreement, as the case may be. You are legally and financially responsible for your use of the Services as well as for the use of your account by others, including any agents or representatives.

YOUR CONDUCT

You agree to use the Services only for lawful purposes. Envista reserves the right to prohibit access to anyone whom Envista determines is restricting or inhibiting any other user from using or enjoying any Services, or whose conduct would constitute a criminal offense, give rise to civil liability, violate any applicable local, state, national, or international law, or violate any of these Terms of Use or business policies or practices of Envista. Please note that unauthorized entry (commonly referred to as hacking) into any portion of any Service or any associated Web site may constitute a crime under state and/or federal law. Envista may seek any and all available remedies for these violations to the fullest extent permitted by law.

Envista reserves the right, unilaterally, without notice, and its sole discretion, to monitor, retrieve, review, retain, delete, edit, amend, respond to and comment about any and all data in or on our Sites or Services.

SEVERABILITY

If a court determines that any provision of these Terms of Use is illegal or unenforceable, then such term shall be deemed stricken from these Terms of Use and the remaining Terms of Use will remain in force and effect.

JURISDICTION AND CHOICE OF LAW

These Terms of Use are governed by and construed in accordance with the internal laws of the State of Illinois, United States of America, without regard to any principles of conflicts of law. Except for injunctive relief which may be sought in any court of competent jurisdiction, the federal and state courts located within Cook County, Illinois, shall have the exclusive jurisdiction over any dispute arising out of these Terms of Use. You expressly and irrevocably consent to the personal jurisdiction of, and venue in, such courts.

E-MAIL COMMUNICATIONS

Envista, through, or in connection with, one or more of the Services, may contact you by e-mail to:

  • respond to any questions you may send us
  • send you e-mail communications about information we think you will find useful, or
  • communicate other information as necessary to administer the Services.

LINKS TO OTHER WEB SITES

The Services may occasionally link to other Web sites that we think might be of interest to our users. Please note that when you click on one of these links, you may be moving to a Web site not operated or controlled by Envista. Envista is not responsible for the actions of the operators of any such external Web site. We encourage you to read the terms of use and privacy statements of these linked sites as their policies may differ from ours.

PROTECTING YOUR INFORMATION

Envista uses advanced security technologies to help protect confidential information. We use encryption to help protect information during transmission to and from your computer and User ID and password security agents or to allow access your information via the Services. However, the security of this information depends on the security of the computer you use to communicate with Envista, the security you use to protect User IDs and passwords, and the security provided by your Internet access services provider, among other things beyond the control of Envista, and you assume the risk of loss associated with them. You agree that you will use safeguards and implement appropriate policies and procedures to protect against any unauthorized access, use or disclosure of information made available via the Services.

LIMITATION OF LIABILITY

BY ACCESSING AND USING ANY OF THE SERVICES, YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL Envista OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR THEIR CONTENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES FOR LOSS OF PROFITS, GOOD WILL, BUSINESS INTERRUPTION, USE, DATA, EQUIPMENT OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM (1) THE USE OF OR INABILITY TO USE ANY SERVICE; (2) THE CONSEQUENCES OF ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU OR BY ANYONE TO WHOM YOU COMMUNICATE SUCH INFORMATION, OR FOR ANY ERRORS IN COMMUNICATING SUCH INFORMATION; (3) THE COST OF SUBSTITUTE GOODS OR SERVICES; OR (4) ANY OTHER MATTER RELATING TO THE CONTENT, ACTIVITIES, OR DISTRIBUTION OF THE SERVICES. Envista SHALL NOT BE LIABLE FOR DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING FROM ANY USE OF ANY PRODUCT, INFORMATION, TEST, PROCEDURE, OR SERVICE CONTAINED IN THE MATERIALS PROVIDED TO USERS OR OTHERWISE IN CONNECTION WITH THE SERIVCES, UNLESS IT IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF Envista AND ONLY TO THE EXTENT OF ACTUAL DIRECT DAMAGES INCURRED. THESE REMEDIES ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR ABOVE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. Envista CANNOT AND WILL NOT ASSUME ANY LIABILITY FOR UNAUTHORIZED OR FRAUDULENT USE OF THE SERVICES.

INDEMNIFICATION

You agree to indemnify and hold Envista and its third party content providers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content you submit, post to or transmit through the Services, your use of the Sites, your connection to the Sites, your violation of these Terms of Use, or your violation of any rights of another user.

DISCLAIMERS

Envista DOES NOT GUARANTEE NOR WARRANT THAT THE FUNCTIONS OF THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF ANY OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE FILES AVAILABLE FOR DOWNLOADING THROUGH THE SERVICES WILL BE FREE FROM INFECTIONS OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

The Services are provided as a service to Envista’s current and potential clients, vendors, strategic partners and other interested individuals and entities. Content included in the Services is intended to provide useful information concerning the topics covered, but should not be regarded as an exhaustive treatment of those topics. Users of the Services should continue to consult with professional advisors of their choosing when confronted with specific facts and circumstances.

COPYRIGHT STATEMENT

Any reproduction or distribution of any of the Applications or user documentation that is not authorized in writing by the copyright owner may result in severe civil and criminal penalties.

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