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Accellent Inc. — Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BECAUSE IT CONTAINS THE TERMS AND CONDITIONS THAT APPLY TO YOUR USE OF OUR SERVICES AND OUR PRIVACY POLICY AND CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US. IF YOU USE OR ATTEMPT TO USE OUR WEBSITE OR OUR SERVICES YOU WILL BE SIGNIFYING YOUR AGREEMENT TO COMPLY WITH ALL THE TERMS AND CONDITIONS SET FORTH BELOW.

These "Terms of Use" represent and contain the terms and conditions that constitute the legal agreement between you and Accellent Inc. and its subsidiaries("Accellent","we", "our" or "us") regarding your use of our Services. We use the terms "Service" or "Services" to refer, individually and/or collectively, to any or all of the services, features and functions that are offered and made available on, through or using our Website (as defined below), as well as all of the Content (as defined below) that relates to our Service.

When we use the term "Website" we mean www.accellent.com, the primary Accellent website on the World Wide Web, but also all of the web locations and Internet addresses (e.g., URLs, domain names and pages) which we own or control and which we use to offer and/or provide the Service. Our Privacy Policy, as any and all additional terms and conditions that we indicate, apply to your use of our Services ("Additional Terms") and are all part of these Terms of Use and form a part of your legally binding agreement with us regarding our Service.

You, and anyone using our Service, may be referred to in these Terms of Use as a "user", even if you do not take advantage of all of the Services' features and functions available to you. We obtain certain information from all users of our Service and you should refer to our Privacy Policy that contains important information and disclosures relating to our collection, maintenance and use of information we obtain from you in connection with your use of our Service.

These Terms of Use do not cover any other services, websites, web pages, transactions, relationships, activities or other things, nor any transactions or relationship you may have with any of our suppliers, advertisers, licensors, internet service providers, operational service providers, promotional partners, sponsors or any other party, unless specifically stated or your communications with any of these other parties. These Terms of Use also do not cover your rights or responsibilities with respect to third party content or links that may direct your browser or your connection to third party sites or pages, even if they appear on or are linked with our Website and you should refer to the terms of use and privacy policies that apply to these third parties since they, not us, are responsible for them.

We reserve the right to change any or all of our Services and these Terms of Use at any time. We will post notices of material changes on our Website and we may also send you a text message or e-mail about any changes. Once we post them, these changes become effective immediately. If you use our Service after we post a notice of a change, you will be bound by the change. You should check back periodically and read these Terms of Use, our Privacy Policy and any Additional Terms so you remain aware of the terms and conditions of your agreement with us at all times.

CONTENT

All rights in and to Content not specifically granted to you are expressly reserved and any unauthorized or prohibited use of our Service may subject you to civil liability, criminal prosecution or both. "Content" refers to all elements of our Service, all content, Marks (defined below) audio, video, audio-visual, text, graphics, messages, newsletters in electronic or any other form, artwork, illustrations, images, photographs, animations, data, information, databases, designs, service and trademarks, brands and all other proprietary information and materials; whether or not copyrightable or otherwise legally protectable, tangible or intangible, including the selection, sequence, look and feel and arrangement of items. Content is either our property or owned by our licensors, operational service providers, advertisers, promotional partners or other third parties and may be protected under U.S. Federal and State, as well as any foreign laws, regulations and international treaties that apply. We make no representations about the accuracy, reliability, usefulness or completeness of any Content and you agree your use of our Service is solely at your own risk. You may only use our Service and Content for non-commercial personal use and your rights are not assignable or transferable. "Marks" refers to trademarks, service marks, logos, brands and brand names, trade dress and trade names and all other distinctive identification.

You may not alter, delete, obscure or conceal any copyright or other notices applicable to Content, impair or attempt to circumvent or alter any digital rights management or other technology, nor use Content or our Service in violation of these Terms of Use or any laws or regulations. You may not use, store or do anything with Content, unless expressly permitted under our Terms of Use. You may not use any computerized or automatic mechanism to access, extract or download any Content or use our Service. If you violate these Terms of Use, your permission to use Content will automatically terminate and you must immediately destroy all Content in your possession or under your control.

RESPECTING THE RIGHTS OF OTHERS

We require all our users to respect our rights and the rights of others. If you believe your rights or the rights of any other party are being violated or infringed upon or if you believe someone else is not complying with our Terms of Use or is violating the law, you must notify us and we encourage all our users to do so. When we receive such a notice, we try to act expeditiously and it is our policy to remove Content that infringes the copyright rights of others. We also reserve the right to deactivate and disable anyone's access to our Service, including anyone that is found infringing the rights of others. To send us a notice you can send us a message at sales@accellent.com. For notices claiming copyright infringement in the United States, please click on the following link to go to our Notice and Procedure for Making Claims of Copyright Infringement and follow the instructions. Although we are not generally obligated to respond to these notices or messages, that should not be construed to mean we are not doing anything and, subject to the legal and regulatory requirements that apply, we reserve the right to take or refrain from taking any action available to us.

UNSOLICITED SUBMISSIONS

Do not send us any original creative ideas, suggestions, content or materials for us to review, evaluate or use. We have no obligation for unsolicited submissions and we have no obligation of confidence or restrictions on our use or disclosure and we will have the right to unrestricted use for any purpose, without attribution, compensation or otherwise to you or anyone else.

LINKS TO THIRD PARTY SITES

As a convenience to you, we may provide, on this Website, links to websites operated by other entities. If you use these sites, you will leave this Website. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. We do not have any responsibility for other parties or websites (or their privacy policies) or for their goods or services or any results or data obtained therefrom, even if we have a licensing, marketing, advertising or other arrangement with them. We make no warranty or representation regarding, and do not endorse, any third party websites or the information appearing thereon, the results or data obtained therefrom, or any of the products or services described thereon. Links do not imply that we or this Service sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that you or any linked site is authorized to use any Accellent trademark, trade name, logo, copyright or other intellectual property. If any third party site obtains or collects personally identifiable information from you, in no event shall we assume or have any responsibility or liability.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

OUR SERVICE IS MADE AVAILABLE "AS IS" AND "AS AVAILABLE" WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND OR ANY GUARANTY OR ASSURANCE THAT THE SERVICE WILL BE AVAILABLE OR PERFORM AS DESCRIBED. WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ALL WARRANTIES OF TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

YOU UNDERSTAND AND AGREE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE NOR ANY PARENT, SUBSIDIARY, AFFILIATE, SUCCESSOR OR ASSIGNEE, NOR ANY OF OUR OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, ADVERTISERS, PROMOTIONAL PARTNERS, OPERATIONAL SERVICE PROVIDERS OR SUPPLIERS, SHALL BE LIABLE FOR ANY CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH, AS A RESULT OF, OR ARISING FROM OUR SERVICE OR YOUR USE OF OUR SERVICE, REGARDLESS OF THE FORM OF ACTION, LEGAL THEORY OR BASIS OF ANY CLAIM, WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF ANY LIMITATION OF REMEDY, DAMAGES OR LIABILITY IS PROHIBITED OR RESTRICTED BY LAW, WE ARE ENTITLED TO THE MAXIMUM DISCLAIMERS AND LIMITATIONS PERMITTED UNDER THIS AGREEMENT, AT LAW AND IN EQUITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CERTAIN LIMITATIONS ON DAMAGES AND REMEDIES, SO SOME OF THESE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to defend and indemnify us, any parent, subsidiary and affiliate, as well as our and their officers, directors, employees, agents, licensors, representatives, advertisers, promotional partners, operational service providers and suppliers against any and all demands, claims and actions arising out of your breach of these Terms of Use ("Claims"). You also agree to hold us harmless from and against all losses, damages, costs and expenses (including reasonable attorneys' fees) resulting from your breach or violation of these Terms of Use or arising from or associated with any messages or materials you submit or otherwise make available or your violation of any law or regulation or infringement, misappropriation or violation of the rights of any other party. We reserve the right to assume the exclusive defense and control of any such Claims and all negotiations for their settlement or compromise and you agree to fully cooperate with us.

LAW THAT APPLIES

Your use of our Service and your agreement with us is governed and will be enforced under the Commonwealth of Massachusetts law applicable to contracts made, executed and wholly performed in Massachusetts. You unconditionally and irrevocably submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the Boston, Massachusetts, and you will not object on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. Neither the Uniform Computer Information Transactions Act nor the United Nations Convention on Contracts for the International Sale of Goods apply and their applicability is expressly excluded. You agree printed copies of any and all agreements and/or notices in electronic form are admissible in any legal or regulatory proceedings.

IN ANY CLAIM, ACTION OR PROCEEDING TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, RELATING TO YOUR USE OF OUR SERVICE, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

DO NOT USE THIS PROCEDURE FOR ANYTHING UNRELATED TO COPYRIGHT INFRINGEMENT.

Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement of Content on our Service should be sent ONLY to our Designated Agent.

Written notification of copyright infringement must be submitted to our Designated Agent:

Mr. Ron Honig, Esq.

Full Address of Designated Agent to which notification should be sent:
Accellent Inc.
100 Fordham Road
Building C
Wilmington, MA 01887
Telephone Number of Designated Agent: 978-570-6900
E-mail Address of Designated Agent: legal@accellent.com

Your Notification of Claimed Infringement must include substantially the following information: (1) an electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest; (2) identification of the copyrighted work (or works) that you claim has (or have) been infringed; (3) a description of the material that you claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page of the website where it is lawfully found; the name, edition and pages of a book from which an excerpt was copied, etc.); (4) a clear description of where the infringing material is located on our website, including as applicable its URL, so that we can locate the material; (5) your name, address, telephone number, and e-mail address; (6) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (7) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

MISCELLANEOUS

If any term or condition is held illegal, invalid or unenforceable, this will not affect any other provision or the rest of your agreement with us. Any term or condition which must survive to allow us to enforce its meaning shall survive; however, no action arising out of these Terms of Use or your use of our Service, regardless of the form of action or basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, the date the first cause arose). If we delay or fail to take action, that is not to be construed as a waiver of any right we may have.

For reference our Privacy Policy may be reviewed at any time.

© Copyright 2011 Accellent, Inc. All Rights Reserved.