Gaumard Scientific, Inc. Legal Information

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PRIVACY STATEMENT

Thank you for choosing to be part of our community at Gaumard Scientific Company, Inc., (“Gaumard”, “Company”, “We”, “Us”, or “Our”).

This Privacy Statement applies to all information we collect from you through your interactions, use, and experience with www.gaumard.com and Our other websites, Our social media sites (such as Facebook®, Instagram, LinkedIn®, Twitter, and YouTube) and/or any related services, products, sales, marketing, or events (collectively referred to as the “Sites” in this Privacy Statement).

If you have any questions or concerns about Our Privacy Statement or Our practices regarding your personal information, please contact us at:

Privacy@gaumard.com

To cancel or ask questions about your account, please contact Our Customer Support Department at 1-800-882-6655 Monday through Friday: 8:00 a.m. to 4:30 p.m. ET or by email to:

Customerservice@gaumard.com

This Privacy Statement describes what information We collect, how We use it and what rights you may have in relation to it. If there are any terms in this Privacy Statement that you do not agree with, please discontinue use of Our Sites immediately.

PLEASE READ THIS PRIVACY STATEMENT CAREFULLY.

 

TABLE OF CONTENTS

  1. WHAT INFORMATION DO WE COLLECT?
  2. HOW DO WE USE YOUR INFORMATION?
  3. WILL YOUR INFORMATION BE SHARED WITH ANYONE?
  4. DO WE USE COOKIES AND OTHER TRACKING TECHNOLOGIES?
  5. WHAT IS OUR STANCE ON THIRD-PARTY WEBSITES?
  6. HOW DO WE KEEP YOUR INFORMATION SAFE?
  7. DO WE COLLECT INFORMATION FROM MINORS?
  8. WHAT ARE YOUR PRIVACY RIGHTS?
  9. STATE LAW REQUIREMENTS
  10. SUBMITTING ACCESS OR DELETION REQUESTS.
  11. YOUR MARKETING AND ACCOUNT INFORMATION CHOICES
  12. DO WE MAKE UPDATES TO THIS PRIVACY STATEMENT?
  13. HOW CAN YOU CONTACT US ABOUT THIS PRIVACY STATEMENT?
  14. GOVERNING LAW, JURISDICTION AND VENUE.

1. WHAT INFORMATION DO WE COLLECT?

Personal information you disclose to Us.

In Short: We collect personal information that you provide to us such as name, address, contact information, passwords and security data, and payment information.

The personal information that We collect depends on the context of your interactions with Us and the Sites, the choices you make, and the Products and Services you use. The personal information We collect can include the following:

  • Contact Details, such as your name, email address(es), postal address(es), phone number(s), and other contact, identifying, billing and other data.
  • Content Consumption Information, such as information about the media content (e.g., streamed content, apps, blog posts, and other information) you access through Our Sites.
  • Cookie and Tracking Information, such as IP address, device identifier, location data, browser type and language, browser history information, access times, the Uniform Resource Locator (URL), other unique identifiers and technical data that may uniquely identify your device, system, or browser.
  • Credentials, such as passwords, password hints, and similar security information used for authentication of your account with Us and to provide account access to you.
  • Demographic Information, such as your age, gender, country, interests, and preferences.
  • Employment Information, such as your job title and other personal, business, or company information.
  • Error Reports and Performance Information, such as information related to the products you use and any problems you experience, including error reports or other performance information.
  • Feedback and Rating Information, such as customer survey feedback and product reviews you write.
  • Health Information, such as COVID-19 health and vaccination status, thermal temperature readings, and/or other health data (as permitted by applicable law or in compliance with applicable public health directives).
  • Payment Information, such as data necessary to process your payment if you make purchases, such as your payment instrument number (such as a credit card number), and the security code associated with your payment instrument. All payment data is stored by the payment processor for Our Sites, and you should review its privacy policies and contact the payment processor directly to respond to any questions on its privacy policies.
  • Site Interactions, such as how you use or visit Our Sites, your account(s) with Gaumard, Our products and services you purchase, any activities associated with your account (e.g., service and/or repair), and other interactions with Us.
  • Troubleshooting and Help Information, such as phone conversations or chat sessions with Our representatives, which may be monitored and recorded, when you contact Us for technical support or customer support services.
  • Web Form Information, such as any information you provide in Our web forms (forms you choose to complete will indicate whether the data requested is mandatory or voluntary).

All personal information that you provide to Us must be true, complete, and accurate, and you must notify Us of any changes to such personal information. To notify us of changes to your personal information, please contact Our Customer Support Department at 1-800-882-6655 Monday through Friday: 8:00 a.m. to 4:30 p.m. ET or by email to Customerservice@gaumard.com

We also may obtain information from third-party sources. We protect information obtained from third parties according to the privacy practices as described in this Privacy Statement. These third-party sources can change, and may include:

  • Data brokers from which we purchase demographic data to supplement the information we collected about you.
  • Communication services, including email providers and social networks, when you give permission to access your information on such third-party services or networks.
  • Partners with which we offer co-branded products or services, or engage in joint-marketing activities.
  • Publicly available sources such as open government databases.

2. HOW DO WE USE YOUR INFORMATION?

We use personal information collected via Our Sites for the business and operations purposes described below. We process your personal information for these purposes in reliance on Our legitimate business interests ("Business Purposes") in order to enter into or perform a contract with you ("Contractual") with your consent ("Consent") and/or for compliance with Our legal obligations ("Legal Reasons").

We use the information we collect or receive:

To send you marketing and promotional communications for Business Purposes and/or with your Consent. We and/or Our third party marketing partners may use the personal information you send to us for Our marketing purposes, if this is in accordance with your marketing preferences. You can opt-out of Our marketing emails at any time (see “11. YOUR MARKETING AND ACCOUNT INFORMATION CHOICES” below).

To send administrative information to you for Business Purposes and/or Legal Reasons. We may use your personal information to send you product, service, events, and new feature information and/or information about changes to Our terms, conditions, and policies.

Fulfill and manage your orders or for Contractual reasons. We may use your information to fulfill and manage your orders, payments, returns, and exchanges made through the Sites, by mail, e-mail or telephone.

To post testimonials, with your Consent. We post testimonials on Our Sites that may contain personal information. Prior to posting a testimonial, we will obtain your consent to use your name and testimonial. If you wish to update, or delete your testimonial, please contact us at Customerservice@gaumard.com and be sure to include your name, testimonial location, and contact information.

Deliver targeted advertising to you for Our Business Purposes and/or with your Consent. We may use your information to personalize and recommend Our products and services to you, to develop and send promotional communications, targeted advertising and present you with relevant offers; and display content and advertising (and work with third parties who do so) tailored to your interests and/or location and to measure its effectiveness. For more information, see Our .

Request Feedback for Our Business Purposes and/or with your Consent. We may use your information to request feedback and to contact you about your use of Our Sites.

To protect Our Sites for Business Purposes and/or Legal Reasons. We may use your information as part of Our efforts to help keep Our Sites safe and secure (for example, for fraud monitoring and prevention) or for improving and developing Our products and services.

To enforce Our terms, conditions, and policies for Business Purposes, Legal Reasons and/or related to your transactions with us.

To respond to legal requests and prevent harm for Legal Reasons. If we receive a subpoena or other legal request, we may need to provide the data we hold to law enforcement, a court, or a regulator.

For other Business Purposes. We may use your information for other Business Purposes and for operations purposes such as assisting you with information requests or other inquiries, data analysis, perform research, identifying usage trends, determining the effectiveness of Our promotional campaigns and to evaluate and improve Our Sites, products, services, marketing and your experience.

3. WILL YOUR INFORMATION BE SHARED WITH ANYONE?

We only share and disclose your information in the following situations:

Compliance with Laws. We may disclose your information where we are legally required to do so in order to comply with applicable law, governmental requests, a judicial proceeding, court order or subpoena (including in response to public authorities to meet national security or law enforcement requirements) or other legal process.

Vital Interests and Legal Rights. We may disclose your information where we believe it is necessary to investigate, prevent, or take action regarding potential violations of Our policies, suspected fraud, situations involving potential threats to the safety of any person or illegal activities, or as evidence in litigation in which we are involved.

Vendors, Consultants and Other Third-Party Service Providers. We may share your data with third party vendors, service providers, contractors or agents who perform services for Us or on Our behalf and require access to such information to do that work. Examples include payment processing, data analysis, sales representatives, distributors, email delivery, hosting services, customer service, operations and marketing efforts. We may allow selected third parties to use tracking technology on the Sites, which will enable them to collect data about how you interact with the Sites over time. This information may be used to, among other things, analyze and track data, determine the popularity of certain content and better understand online activity. Unless described in this Privacy Statement or in another communication with you, we otherwise do not share, sell, rent or trade any of your information with third parties for their promotional purposes.

Cross Border Transfers. We transfer personal data to various jurisdictions as necessary for the purposes described above, including to jurisdictions that may not provide the same level of data protection as your home country.

Business Transfers. We may share or transfer your information in connection with, or during negotiations of, any merger, sale of company assets, financing, or acquisition of all or a portion of Our business to another company.

Affiliates. We may share your information with Our affiliates, in which case we will require those affiliates to honor this Privacy Statement. Affiliates include Our parent company and any subsidiaries, joint venture partners or other companies that we control or that are under common control with Us.

With your Consent. We may disclose your personal information for any other purpose with your consent.

Other Users. When you share personal information (for example, by posting comments, contributions or other content to the Websites) or otherwise interact with public areas of the Sites, such personal information may be viewed by all users and may be publicly distributed outside the Sites. If you interact with other users of Our Sites or register through a social network (such as Facebook, YouTube, LinkedIn), your contacts on the social network may see your name, profile photo, and descriptions of your activity.

4. DO WE USE COOKIES AND OTHER TRACKING TECHNOLOGIES?

We may use cookies and similar tracking technologies (like web beacons and pixels) to access or store information. Specific information about how we use such technologies is set out in Our .

5. WHAT IS OUR STANCE ON THIRD-PARTY WEBSITES?

We are not responsible for the safety of any information that you share with third-party providers who advertise, but are not affiliated with, Our websites.

The Sites may contain advertisements or other material from third parties that are not affiliated with us and which may link to other websites, online services, or mobile applications. We cannot guarantee the safety and privacy of data you provide to any third parties.

Any data collected by third parties is not covered by this Privacy Statement. We are not responsible for the content or privacy and security practices and policies of any third parties, including other websites, services, or applications that may be linked to or from the Sites. You should review the policies of such third parties and contact them directly to respond to your questions.

6. HOW DO WE KEEP YOUR INFORMATION SAFE?

We aim to protect your personal information through a system of organizational and technical security measures.

We have implemented reasonable technical and organizational security measures designed to help protect the security of any personal information we may process. We cannot guarantee, however, that the internet itself is 100% secure. Although we aim to protect your personal information, transmission of personal information to and from Our Sites is at your own risk. You should only access the services within a secure environment.

7. DO WE COLLECT INFORMATION FROM MINORS?

We do not knowingly collect data from or market to children under 13 years of age.

We endeavor to comply with the Children‘s Online Privacy Protection Act of 1998. Our Sites are not directed to individuals under the age of thirteen (13), and we ask that such individuals not provide personal information through the Sites.

If you are under 13 years of age, you may not provide personal information, make a purchase, or register on the Sites without your parent‘s or guardian‘s permission. This policy is designed to protect children. Federal law requires all website operators to take special steps to safeguard children‘s privacy. For more information about this federal law and about children‘s privacy, visit the Federal Trade Commission. If you register with us and we discover that you are under 13, we will delete such registration.

8. WHAT ARE YOUR PRIVACY RIGHTS?

Our processing of your data is based upon your consent, contract performance and operations (e.g., your purchase of products), legitimate business interests or compliance with law. You have the right to object to Our processing of your data or to restrict Our processing of your data. In addition, if you have consented to the processing of your personal data, you have the right to withdraw your consent at any time.

You can exercise your privacy rights under applicable privacy laws by following the procedures presented below in this Privacy Statement. Gaumard does not discriminate against customers who exercise their rights under appliable privacy laws.

9. STATE LAW REQUIREMENTS

In addition to applicable U.S. federal law requirements, certain States have enacted statutes having privacy-related requirements specifically applicable to residents or consumers of those States. To the extent not addressed elsewhere in this Privacy Statement, the following statements address some of the requirements of these States:

California Residents

The California Consumer Privacy Act (“CCPA”) grants California residents certain rights regarding the personal information that businesses have about them. These include: (a) the right to know about personal information categories the business collected about you in the prior 12 months, the source of such information, the purpose for collecting the information and the specific information collected about you; (b) the right to request access or deletion of your personal information; (c) the right to request correction of your personal information as well as (d) the right to direct a business to stop selling your personal information.

While Gaumard does not sell personal information to third parties for monetary consideration, the CCPA broadly defines “sale” and the certain data collected on Our sites by third parties for interest-based advertising purposes may have been considered a “sale” under the CCPA, and would be considered sharing under the California Privacy Rights Act (“CPRA”). In certain cases, Gaumard also may be deemed a Service Provider under these acts, such as in providing products and services to Our customers. In other cases, Gaumard may be categorized as a business, such as in Our day to day operations. The categories of third parties to whom personal information is disclosed include advertisers. marketing partners and data analytics providers. The categories of information we may share with such parties may include device information and identifiers, such as IP address, unique advertising identifiers and cookies; usage information, such as browsing history; location information, such as city; and inference data. To opt out, please click the “Do Not Sell or Share My Personal Information” button at the bottom of Our webpage, or you or an authorized agent acting on your behalf (subject to Our verification of the identity and legal authority associated with such request as required by law) can also send your request to us at:

Gaumard Scientific Company, Inc.
Attn: Data Protection Officer
14700 SW 136 Street
Miami, Florida 33186
Privacy@gaumard.com

Colorado Consumers

The Colorado Privacy Act (“CPA”) grants consumers that are residents of the State of Colorado certain rights provided by C.R.S. § 6-1-1-1306 regarding the personal information businesses have about them, subject to certain limitations. These rights are listed in more detail below, and at this time do not extend to individuals acting in commercial or employment contexts.

  • The Right of Access: Consumers have the right to confirm the processing of their personal data and to access their personal information, and obtain a copy of it in a readily useable format (to the extent “technically feasible”);
  • The Right to Correct Inaccuracies: Consumers may request that inaccuracies in their personal information are corrected, considering the nature of the data and the business purposes in using it;
  • The Right to Deletion: Consumers have the right to delete personal information concerning the consumer;
  • The Right to Data Portability: Consumers have the right to obtain a copy of their data from Gaumard in a portable and, to the extent technically feasible, readily usable format that allows the consumer to transmit the data to another entity up to twice per year;
  • The Right to Opt-Out: Consumers have the right to opt out of several different uses of their personal information, including: targeted advertising, sale of their personal information, and profiling for the purpose of making decisions with legal or similarly significant effects concerning the consumers.

Please note that Gaumard does not sell your personal information as defined by the CPA. To opt out of targeted advertising online, please adjust your cookies settings to reject marketing cookies as described in Gaumard’s .

For other opt-outs and requests, please contact Gaumard as follows:

Gaumard Scientific Company, Inc.
Attn: Data Protection Officer
14700 SW 136 Street
Miami, Florida 33186
Privacy@gaumard.com

The categories of third parties to whom personal information is disclosed include advertisers, marketing partners and data analytics providers. The categories of information we may share with such parties may include device information and identifiers, such as IP address, and unique advertising identifiers and cookies; usage information, such as browsing history; location information, such as city; and inference data.

To opt out, please click the “Do Not Sell or Share My Personal Information” button at the bottom of Our webpage, or you or an authorized agent acting on your behalf (subject to Our verification of the identity and legal authority associated with such request as required by law) can also send your request to us at the physical or email address listed here:

Gaumard Scientific Company, Inc.
Attn: Data Protection Officer
14700 SW 136 Street
Miami, Florida 33186
Privacy@gaumard.com

A Colorado resident may also designate another person to act on their behalf as their authorized agent with respect to these rights. We will seek to authenticate that someone claiming to be an authorized agent on behalf of another is in fact an authorized agent for that individual. While this may vary on a case by case basis, some ways we may seek to authenticate an authorized agent is by requesting a power of attorney or other legal document that reflects this relationship.

Colorado residents may appeal Gaumard‘s response to their requests by sending an email to:

Gaumard Scientific Company, Inc.
Attn: Data Protection Officer
14700 SW 136 Street
Miami, Florida 33186
Privacy@gaumard.com

Connecticut Residents

The Connecticut Data Privacy Act or (“CTDPA”) provides Connecticut residents with certain rights. At this time, it does not apply to employees or to business to business relationships. Connecticut residents the following rights:

  • The right to access personal data that a controller has collected about them.
  • The right to correct inaccuracies in their personal data.
  • The right to delete their personal data, including personal data that a controller collected through third parties.
  • The right to obtain a copy of their personal data in a portable and readily usable format that allows them to transfer the data to another controller with ease.
  • The right to opt-out of:
    • the sale of their personal data;
    • the processing of personal data for the purposes of targeted advertising; and profiling that may have a legal or other significant impact.

A Connecticut resident also may designate another person to act on their behalf with respect to these rights.

Please note that Gaumard does not sell your personal information as defined by the CTDPA. To opt out of targeted advertising online, please adjust your cookies settings to reject marketing cookies as described in Gaumard‘s .

For other opt-outs or requests, please contact us at

Gaumard Scientific Company, Inc.
Attn: Data Protection Officer
14700 SW 136 Street
Miami, Florida 33186
Privacy@gaumard.com

The categories of third parties to whom personal information is disclosed include advertisers, marketing partners and data analytics providers. The categories of information we may share with such parties may include device information and identifiers, such as IP address, and unique advertising identifiers and cookies; usage information, such as browsing history; location information, such as city; and inference data.

To opt out, please click the “Do Not Sell or Share My Personal Information” button at the bottom of Our webpage, or you or an authorized agent acting on your behalf (subject to Our verification of the identity and legal authority associated with such request as required by law) can also send your request to us at:

Gaumard Scientific Company, Inc.
Attn: Data Protection Officer
14700 SW 136 Street
Miami, Florida 33186
Privacy@gaumard.com

Virginia Consumers

The Virginia Consumer Data Protection Act (“VCDPA”) grants consumers that are residents of the Commonwealth of Virginia certain rights regarding the personal information businesses have about them, subject to certain limitations. These rights are listed in more detail below, and at this time do not extend to individuals acting in commercial or employment contexts.

  • The Right to Know: Consumers have the right to know whether or not a business processes their personal information;
  • The Right of Access: Consumers have the right to access their personal information, and obtain a copy of it in a readily useable format (to the extent “technically feasible”);
  • The Right to Correct Inaccuracies: Consumers may request that inaccuracies in their personal information are corrected, considering the nature of the data and the business‘ purposes in using it;
  • The Right to Data Portability: Consumers have the right to obtain a copy of their data from the controller in a portable and, to the extent technically feasible, readily usable format that allows the consumer to transmit the data to another controller;
  • The Right to Opt-Out: Consumers have the right to opt out of several different uses of their personal information, including: targeted advertising, sale of their personal information and profiling for the purpose of making decisions with legal or similarly significant effects concerning the consumers.

Please note that Gaumard does not sell your personal information as defined by the VCDPA. To opt out of targeted advertising online, please adjust your cookies settings to reject marketing cookies as described in Gaumard‘s .

For other opt-outs or requests, please contact us at

Gaumard Scientific Company, Inc.
Attn: Data Protection Officer
14700 SW 136 Street
Miami, Florida 33186
Privacy@gaumard.com

10. SUBMITTING ACCESS OR DELETION REQUESTS

If you would like to access a copy of, or request deletion of the personal information we may maintain about you, or to exercise any other privacy right as set out above, you may do so by:

Sending a written request via email to

Gaumard Scientific Company, Inc.
Attn: Data Protection Officer
14700 SW 136 Street
Miami, Florida 33186
Privacy@gaumard.com

Gaumard requires the following information to authenticate you no matter which method you use to make your request:

First name
Last name
Email address

If you are an agent acting on behalf of someone else, please note that in addition to the information noted above, we will also ask for a copy of your Power of Attorney.

Please be aware that your request does not guarantee complete access or comprehensive removal as the law may not permit or require removal in certain circumstances.

11. Your Marketing and Account Information Choices

Marketing Choices

You have choices about how we reach you with marketing offers and about other uses of your information. To update your preferences, you can: Click “unsubscribe” in any email marketing communications we send you.

Go to your Gaumard account to select your marketing communication choices. Please be aware that it may take up to 10 business days for your email preferences to take effect.

Account Information

You may at any time review or cancel the information in your Gaumard account.

Upon your request to cancel your Gaumard account, we will deactivate or delete your account and information from Our active databases. However, some information may be retained in Our files to prevent fraud, troubleshoot problems, enforce Our Site Terms of Use, and/or comply with legal requirements.

12. DO WE MAKE UPDATES TO THIS Privacy Statement?

We may update this Privacy Statement from time to time. The updated version will be indicated by an updated “Revised” date and the updated version will be effective as soon as it is accessible. If we make material changes to this Privacy Statement, we may notify you either by prominently posting a notice of such changes or by directly sending you a notification. We encourage you to review this Privacy Statement frequently to be informed of Our privacy-related practices.

13. HOW CAN YOU CONTACT US ABOUT THIS Privacy Statement?

If you have questions or comments about this policy, email us Our Data Protection Officer at Privacy@Gaumard.com or by mail to:

Gaumard Scientific Company, Inc.
Attn: Data Protection Officer
14700 SW 136 Street
Miami, Florida 33186
Privacy@gaumard.com

To cancel or to ask questions about your account please contact Our Customer Support Department at 1-800-882-6655 Monday through Friday: 8:00 a.m. to 4:30 p.m. ET or by email to:

Customerservice@gaumard.com

 

14. GOVERNING LAW, JURISDICTION AND VENUE

This Site is created and controlled by us in the State of Florida. The laws of the State of Florida govern this Privacy Statement and the related Cookie Notice without giving effect to any principles of conflicts of laws. You agree that any action at law or in equity arising out of or relating to this Privacy Statement, Cookie Notice, Terms of Use or the Sites shall be filed, and that venue properly lies, only in the State or Federal courts located in Miami-Dade County, State of Florida, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

 

Revised August 15, 2023

GAUMARD SALES TERMS AND CONDITIONS

These Gaumard Scientific Company, Inc. (“Gaumard”) Sales Terms and Conditions (“Terms”) apply to the sale or use of Gaumard-branded equipment (“Equipment”), and Gaumard-branded supplies (“Supplies”), collectively referred to as “Product” or “Products” and Gaumard Software (“Software” as defined in paragraph 12) between Gaumard and the entity named on the applicable Gaumard Purchase Order (“Customer”) (collectively, “Party” or “Parties”). The Parties, intending to be legally bound, agree as follows.

  1. Agreement. Customer agrees to purchase from Gaumard the Products set forth in the quotes and purchase orders accepted by both Customer and Gaumard from time-to-time. These Terms, along with any Gaumard Exhibits, any applicable Gaumard Purchase Order documents, Gaumard Limited Warranty documents, Gaumard Cares Service Plan documents, and any other purchasing or service documents executed by both Parties constitute the complete and entire agreement between Gaumard and Customer (collectively referred to herein This Agreement will supersede all other quotations, agreements, understandings, warranties, and representations (whether written or oral) between the Parties with respect to the subject matter set forth in th Agreement.Any Customer documentation (including Customer’s purchase order terms and conditions) containing pre-printed or additional terms that conflict with or attempt to modify this Agreement in any way hereby rejected and of no effect unless specifically agreed to in writing and signed by the Parties. No provision of this Agreement shall be waived, amended, modified, superseded, canceled, terminated, renewed, or extended except in a written document signed by both Parties. This may be terminated by Gaumard for any reason by giving thirty (30) days prior written notice to Customer.
  2. Prices. Prices, fees, and charges for Products and services (including maintenance, installation, and training as described in the applicable Gaumard Purchase Order documents, Gaumard LimitedProduct or Gaumard Cares Service Plan documents (“Service” or “Services”) are payable in United States (U.S.) Dollars only, and do not include any applicable taxes or shipping charges. If Customer claims any tax exemption, it must furnish a valid tax exemption certificate before shipment of Products. Customer is responsible for payment of any applicable taxes, whether invoiced by Gaumard or not. Unless such certificate is furnished, Customer agrees to pay at its sole expense all applicable taxes, assessments, fees, penalties, import duties, and merchandise processing fees that may be levied or assessed upon Customer or Gaumard with respect to this Agreement, the Products, or any interest therein. Gaumard reserves the right to increase prices by giving thirty (30) days written notice to Customer.
  3. Payment. Unless otherwise agreed to in writing by Gaumard, Customer shall pay invoices net twenty (20) days from the invoice date. A late charge will be due on any unpaid balance at a rate of 1.0% per month or the maximum rate otherwise permitted by law, whichever is lower. Gaumard may charge interest at the maximum rate permitted by law on all amounts not paid by the invoice due date. Gaumard retains a purchase money security interest in all Products sold to Customer to secure payment of the total purchase price thereof. Customer hereby grants Gaumard the right to file a copy of this Agreement with any appropriate authorities to evidence this security interest. Customer agrees to execute and deliver such other documents as Gaumard may request in connection therewith. Gaumard not obligated to deliver any Product or perform any Service during any period when Customer payment is past due. Customer will be responsible for all costs (including reasonable attorneys’ fees and costs of court) incurred by Gaumard to collect overdue payments and/or to take possession or otherwise dispose of Products for which payment is overdue.
  4. Product Shipment and Risk of Loss. Unless otherwise agreed to in writing by Gaumard, all Products will be shipped F.O.B. Origin, regardless of any provisions for payments of freight, insurance, the form of shipping documents, or selection of carrier by Gaumard. As such, title to the Products passes to the Customer at the shipping dock of Gaumard ( of Gaumard’s supplier or authorized agent). Customer is responsible for shipping charges and for the cost of insurance paid to cover any losses from Gaumard’s shipment point to Customer’s receipt. Gaumard will provide reasonable ance to Customer in processing any loss claims. Gaumard shall use reasonable efforts to meet the specified delivery dates.If Gaumard fails to make delivery within a reasonable time for reasons other than Customer’s fault or circumstances beyond Gaumard’s reasonable control, then Customer’s sole remedy is to terminate the applicable Purchase Order, whereupon Gaumard will refund any pre-payments received from Customer relating to such Purchase Order.
  5. Installation and Acceptance. Purchase Orders are subject to 1) written acceptance by Gaumard 2) receipt by Gaumard required or pre-paid amounts, as applicable; and 3) continuing credit approval. If applicable, Gaumard will install Equipment at an agreed upon location ("Installation"). All Product shall be deemed accepted upon delivery to Customer’s location or dock Installation is subject to Customer cooperat in preparing and maintaining the site in compliance with Gaumard specifications, including but not limited to, provision of necessary permits, site readiness (any applicable electrical and other connections are installed and available for use), and all environmental conditions.If Customer’s site is not fully prepared for nstallation of the Products, Gaumard will not be able to perform the Installation and Customer shall be solely responsible for any storage, handling, or other arrangements to hold the Products for future Installation. If applicable, Customer and Gaumard shall jointly set a new Installation date. Customer shall ensure that the site is fully prepared for nstallation before attempting to re-schedule Installation, that Product to be installed is available onsite, and shall bear all costs associated with the Installation and re-scheduling of same.
  6. Delay of Performance. The Parties’ obligations under this Agreement are subject to force majeure, including but not limited to, civil insurrection, terrorism, fire, flood, labor disputes, shortages, delays of suppliers or contractors, or government priority systems, actions taken or threatened by any governmental agencies, acts of God or other contingencies or acts not within the sole control of the Parties. Gaumard reserves the right during any shortage period to (a) make Supplies available to Customer (as Gaumard deems appropriate) and (b) make substitutions and modifications in the specification of any Products, provided such substitutions or modifications do not materially affect the performance of Products.
  7. LIMITED PRODUCT WARRANTY. Gaumard warrants that if a Gaumard-branded Product proves to be defective in material or workmanship within one year from the date on which title to the Product passes to the Customer (“Limited Product Warranty Period”), Gaumard will, at Gaumard's option, repair or replace the Gaumard P This Limited Product Warranty covers all defects in material and workmanship in the Gaumard Product, except: (a) Damage resulting from accident, misuse, abuse, neglect, or unintended use of the Gaumard roduct; (b) Damage resulting from failure to properly maintain or store the Gaumard Product in accordance with Gaumard Product instructions, including failure to properly clean the Gaumard Product; and (c) Damage resulting from a repair or attempted repair of the Gaumard Product by anyone other than Gaumard or a Gaumard representative. Replacement parts are warranted for the remainder of the Limited Product Warranty Period or ninety (90) days from shipment of replacement part, whichever is longer. Services are warranted to be supplied in a workman-like manner. Gaumard does not warrant that use of the Gaumard Products will be uninterrupted or error-free, or that the Products will operate with non-Gaumard authorized third-party products. THE FOREGOING LIMITED PRODUCT WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: 1) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY OR NON-INFRINGEMENT; 2) RELATING TO ANY THIRD-PARTY PRODUCT OR SOFTWARE; OR 3) REGARDING THE RESULTS TO BE OBTAINED FROM THE PRODUCTS OR SOFTWARE. GAUMARD EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT STATED IN THIS LIMITED PRODUCT WARRANTY. THIS LIMITED PRODUCT WARRANTY MAY BE VOIDED BY GAUMARD, AT GAUMARD’S SOLE DISCRETION, IF THIRDPARTY PRODUCTS NOT PROVIDED OR AUTHORIZED BY GAUMARD ARE INSTALLED ON THE GAUMARD PRODUCT.

    THIS LIMITED PRODUCT WARRANTY IS GIVEN SOLELY TO THE ORIGINAL CUSTOMER AND IS NOT GIVEN TO ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION, SUBSEQUENT PURCHASERS OR USERS OF THE PRODUCTS OR CUSTOMERS OF THE CUSTOMER. THIS LIMITED PRODUCT WARRANTY IS VOID UPON TRANSFER OF PRODUCT BY CUSTOMER TO ANY OTHER ENTITY. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

    THIS LIMITED PRODUCT WARRANTY DOES NOT APPLY TO ANY PRODUCTS THAT ARE SUPPLIED ON A PRE-RELEASE OR “AS-IS” BASIS.

  8. Limited Product Warranty: Claims and Remedies. In the event of any Limited Product Warranty claim, Gaumard,at its option repair or replace with new or repaired items any Product part or component that is covered by the Limited Product Warranties specified in Section 7 of these Terms (the “Limited Product Warranty”).At its option, Gaumard also may choose to issue a credit to Customer in an amount equal to the depreciated price of the product. Items, including parts, repaired or replaced shall become Gaumard property. All Limited Product Warranty claims shall be initiated by contacting Gaumard within the applicable Limited Warranty Period and within thirty (30) days after discovery of the alleged If Customer has failed to notify Gaumard within the applicable Limited Product Warranty Period, then Customer shall be barred from instituting any action thereafter. Customer shall not return any Product to Gaumard without prior authorization from Gaumard. If the necessary repairs to the Product are covered by the L Product Warranty, then Customer shall pay only the incidental expenses associated with the repair, including any shipping, handling, and related costs for sending the roduct to Gaumard and for sending the Product back to the Customer. However, if the necessary repairs to the Product are not covered by the imited Product Warranty, then Customer shall be liable for all repair costs in addition to costs of shipping and handling. Upon request, Gaumard must be given access to and an opportunity to inspect the Product and any working areas and storage areas. These remedies shall comprise Gaumard’s entire liability and Customer’s exclusive remedy for breach of warranty and are in lieu of any other remedies at law or equity.
  9. LIMITATION OF LIABILITY. GAUMARD SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE), DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, SERVICE, OR USE OF PRODUCT OR SERVICES ORDERED OR FURNISHED, OR FROM ANY CAUSE RELATING THERETO. EXCEPT FOR PERSONAL INJURY OR DEATH TO THE EXTENT RESULTING FROM GAUMARD’S GROSSLY NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS, IN NO EVENT SHALL GAUMARD BE LIABLE UNDER ANY LEGAL THEORY OR FOR ANY CAUSE RELATED TO A PRODUCT OR SERVICE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, FOR ANY AMOUNT IN EXCESS OF THE PRICE, FEE, OR CHARGE RECEIVED BY GAUMARD FOR SUCH PRODUCT OR SERVICE.
  10. Governmental Authorizations. Customer is responsible for compliance and costs associated with all required licenses, permits, or other governmental authorizations, including but not limited to, any license or certification needed for Customer to use the Product, and any export or import license, exchange permit, or the like (“Licenses”), even if applied for by Gaumard on Customer’s behalf. If any authorization is delayed, denied, revoked, restricted, or not renewed, Gaumard shall not be liable, and Customer is not relieved of its obli Customer agrees that it handle all Product and technical data related to the Licenses so that it conforms to all applicable U.S. Laws and Regulations, including U.S. xport icensing aws and the U.S. Foreign Corrupt Practices Act. Customer shall not trans-ship, divert, re-export or otherwise dispose of any U.S. origin goods or technology obtained from Gaumard except as U.S. Laws and Regulations expressly permit.
  11. Indemnity.
    1. Gaumard agrees to indemnify, defend and hold Customer, its officers, directors, employees, agents and contractors harmless from and against all direct losses, damages, liability, costs and expenses (including reasonable attorneys’ fees and expenses) by reason of any claims or actions by third parties against Customer for: (1) bodily injury or death, and damage, loss or destruction of any real or tangible personal property, which third party claims arise out of or relate to Gaumard’s gross negligence or willful misconduct or (2) infringement or misappropriation by Gaumard of any United States intellectual property rights under this Agreement.
    2. Customer agrees to indemnify, defend and hold Gaumard, its officers, directors, employees, agents and contractors harmless from and against all direct losses, damages, liability, costs and expenses (including reasonable attorneys’ fees and expenses) by reason of any claims or actions by third parties against Gaumard for: (1) bodily injury or death, and damage, loss or destruction of any real or tangible personal property, which third party claims arise out of or relate to Customer’s gross negligence or willful misconduct; (2) infringement or misappropriation by Customer of any United States intellectual property rights under this Agreement; or (3) Customer’s use of the Products or Services, including without limitation, defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity, or spamming or any other tortious or illegal conduct.
  12. Software License. For purposes of these Terms, the term “Software” is defined as all Gaumard-branded computer software, firmware, and associated documentation, whether in printed or machine-readable form, supplied by reason of this Agreement or for use in connection with Equipment or Services.To the extent the Product includes Software, Customer’s use of the Software is governed by the Gaumard End User License Agreement attached as Exhibit A to these Terms.
  13. Confidential Information. Customer shall maintain the confidentiality of any information provided or disclosed by Gaumard relating to the Software (as defined above), the Product, the Equipment, the Supplies, business or customers of Gaumard, as well as this Agreement and its terms (including the pricing and other financial terms under which the Customer will be obtaining the Products and Services hereunder) (“Confidential Information”) Customer shall use reasonable care to protect the confidentiality of Gaumard’s Confidential Information but no less than the degree of care it would use to protect Customer’s own confidential information, and shall only disclose Gaumard’s Confidential Information to its employees and agents having a need to know this information and who are subject to written confidentiality agreements having terms at least as restrictive as those contained herein. The obligations of confidentiality set forth herein shall not apply to any information in the public domain at the time of disclosure.
  14. Intended Uses. Products are only intended for the uses described in the applicable user’s manual or instructions for use. Customer assumes all risks associated with non-listed uses of Products and hereby indemnifies and holds Gaumard harmless from any claim associated with such non-listed uses.
  15. Compliance with Laws. Gaumard and Customer agree to comply with all federal and state laws that govern the enforceability and performance of this Agreement.
  16. HIPAA Compliance. As of the Effective ate, the Parties are not planning to transfer any personal patient information between them. However, the Parties understand and agree that this Agreement may become subject to the Health Insurance Portability and Accountability Act of 1996 as amended (“HIPAA”), the privacy and security regulations promulgated thereunder, including 45 C.F.R. 160, 162 and 164, as amended (the “HIPAA Regulations”), and Title XIII of Division A and Title IV of Division B (the “Health Information Technology for Economic and Clinical Health Act (“HITECH”), part of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5) (“ARRA”). The Parties agree to comply with HIPAA and to execute any documents that may be required by HIPAA, HITECH, and any other applicable federal or state privacy laws and regulations. The Parties agree that if they directly or indirectly gain access to Protected Health Information (“PHI”) held by the other Party during any interaction, the receiving Party will keep the PHI confidential under the terms of this Agreement
  17. Voice Capture. Some Gaumard Products use cloud-based speech recognition technologies that listen for voice inputs and send voice data to cloud-based speech recognition technologies. Voice data is used to power Gaumard’s speech recognition feature by creating a text transcription of your spoken words. Microsoft (or another vendor) will be able to review snippets of the voice data or voice clips in order to build and improve its speech recognition technologies. Gaumard will be able to review the text transcriptions in order to improve its simulation technologies. Gaumard and Microsoft protect users’ privacy by taking steps to de-identify the data, requiring non-disclosure agreements with relevant vendors, and requiring that employees and vendors meet high privacy standards. Customer shall inform all persons using the Gaumard Products with speech recognition technologies of the voice capture features and obtain any consent(s) from such persons as may be necessary to comply with applicable laws or regulations in Customer’s jurisdiction.
  18. State Reporting and Disclosure Laws. Unless otherwise noted in this Agreement, the cost of any Product training provided by Gaumard shall be included in the purchase price of the Product where applicable. Customer acknowledges and agrees that state reporting laws may require Gaumard to disclose certain aspects of this arrangement.
  19. Fraud and Abuse. Gaumard hereby represents , to the extent applicable based on the roducts and ervices provided, it is not currently a listed vendor in the: (a) Federal General Services Administration’s “List of Parties Excluded from Federal Procurement or Nonprocurement Programs” in accordance with Presidential Executive Orders 12549 and 12689 “Debarment and Suspension;” and (b) Office of the Inspector General of the Department of Health and Human Services’ “List of Excluded Individuals/Entities.” Any discounted pricing terms offered under this Agreement may be a “discount or other reduction in price” under the Federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b). Customer shall take all actions necessary to comply with the Anti-Kickback Statute discount safe harbor regulations, 42 C.F.R. § 1001.952(h), including but not limited to: (1) maintaining accurate records reflecting the pricing terms of items and Services purchased under this Agreement (2) fully and accurately report any discount received under this Agreement if applicable; and (3) make available information provided to Customer by Gaumard concerning cost reports and other filings with the government, including but not limited to, the Secretary of the U.S. Department of Health and Human Services or other state agencies.
  20. Regulatory Compliance. The Parties agree to conduct their relationship in full compliance with all applicable state, federal and local laws and regulations, including but not limited to, the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(b)). The Parties agree that no part of this Agreement shall be construed to induce or encourage patients or the purchase of health care services or supplies. The Parties acknowledge that there is no requirement under this Agreement that any party refer any patients to any health care provider or purchase any health care goods or services from any source.
  21. Bankruptcy. Except as may be prohibited by applicable bankruptcy laws, a Party to this Agreement may elect to terminate this Agreement (including any Purchase Orders) if any of the following situations arise: (1) the other Party becomes insolvent or is unable to pay debts as they become due; (2) a voluntary or involuntary bankruptcy proceeding is instituted by or against a Party hereto; or (3) an appointment of a receiver or assignee for the benefit of creditors occurs on behalf of a Party hereto.
  22. Waiver and Severability. If either Party fails to perform obligations under this Agreement, such nonperformance shall not affect the other Party’s right to enforce performance at any time. Waiver of any remedy or material breach of any subject matter contained in this Agreement shall not be viewed as a waiver unless agreed to by the Parties in writing. Each provision of this Agreement is separate and independent of one another, and the unenforceability of any provision will not affect the enforceability of any other provision. any provision is held to be excessively broad or unenforceable, such provision shall be modified so that it is enforceable to the fullest extent possible by law.
  23. Assignment. Customer shall not assign this Agreement without the prior written consent of Gaumard.Subject to the foregoing, the rights and obligations herein will be binding upon the successors and assigns of Customer.
  24. Notices. Any required notices will be given in writing to Gaumard as set forth in the applicable Gaumard Purchase Order or other purchasing document.
  25. Governing Law. Upon execution, this Agreement shall be governed and viewed under the laws of the State of Florida without reference to its conflict of laws provisions. Customer and Gaumard specifically agree that any action relating to the relationship between the Parties, this Agreement, or Products provided, purchased or licensed hereunder, shall be brought and tried in the State or Federal Courts of the City of Miami, County of Dade County, State of Florida. Customer waives all objections to, and consents to the jurisdiction of such Courts.
  26. Miscellaneous; Survival. See applicable Gaumard Purchase Order documents and Gaumard Cares Service Plan documents for other terms and conditions applicable to your purchase, which may include, but are not limited to: Term, Termination, Customer Training and Support, and Product Repairs and Tune Ups. Any provision of this Agreement that imposes upon Customer an obligation after termination or expiration of this Agreement, including but not limited to any definitions appearing in this Agreement as well as Sections 3, 5 through 16 inclusive, and 18 through 26 inclusive, shall survive termination or expiration of this Agreement and be binding upon Customer, its successors and permitted assigns.

 

Exhibit A

GAUMARD END USER LICENSE AGREEMENT

This End User License Agreement (“EULA”) sets forth the respective rights and responsibilities between the entity named in the Purchase Order associated with this EULA (“End User”) and Gaumard Scientific Company, Inc., a Florida corporation (“Gaumard”), relative to the Gaumard Software (as defined below). This EULA is effective as of the date Gaumard accepts and confirms the Purchase Order (the “Effective Date”) BY USING THE GAUMARD-BRANDED SOFTWARE, END USER IS AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF END USER DOES NOT AGREE, END USER MAY NOT USE THE GAUMARD SOFTWARE.

  1. Definitions.
    1. Gaumard Documentation” means the Gaumard user and operations manuals, guides, and related materials provided by Gaumard to End User to facilitate use of the Gaumard Products.
    2. Gaumard Equipment” means Gaumard-branded hardware components for medical simulation and training, including manikins and associated instrumentation, sold by Gaumard to End User.
    3. Gaumard Products” means Gaumard Equipment sold or otherwise made available by Gaumard to End User currently or in the future.
    4. Gaumard Software” means the object code form of computer programs and Gaumard Documentation owned by Gaumard or its licensors and licensed to End User in accordance with this EULA. Gaumard Software includes (a) computer programs embedded in firmware in the Gaumard Equipment; (b) computer programs embedded in a separate medium (such as a CD or flash drive) for use in conjunction with the Gaumard Equipment; (c) computer programs downloaded or received from Gaumard; (d) computer programs used on servers storing or processing data related to the Gaumard Products; and (e) computer programs used to create and manage a network for the Gaumard Equipment, interface with the components of the Gaumard Equipment, manage and compute location information related to the Gaumard Equipment, and monitor health of the Gaumard Equipment.
  2. Software License and Restrictions.
    1. License. Subject to End User’s compliance with the terms and conditions of this EULA, the Gaumard Sales Terms and Conditions, the Gaumard Purchase Order, the Gaumard Limited Product Warranty, and the Gaumard Cares Service Plan Agreement, Gaumard grants End User a non-exclusive, non-transferable (except as otherwise set forth herein), limited, personal license to execute and use the Gaumard Software for End User’s internal business purposes, but only so long as the Gaumard Software is installed on the Gaumard Product on which it was originally . End User may not, directly or indirectly, sell, sublicense, display, timeshare, loan, lease, make or have distribute, or create derivative works of the Gaumard Software. All other rights are reserved to Gaumard.
    2. Ownership. All rights, title, and interest in and to the Gaumard Software, and any derivative works thereof, whether created by Gaumard, End User, or a third party, will remain at all times solely and exclusively owned by Gaumard. Nothing in this EULA or the Gaumard Purchase Order will be construed to grant End User any rights of any kind with respect to the Gaumard Software, except as expressly set forth in this EULA.
    3. Reverse Engineering and Other Restrictions. End User will not, and will not allow any third party to, tamper with, modify, decompile, disassemble, derive the source code of, reverse engineer, or attempt to obtain the internal design of the Gaumard Software or Gaumard Products for any purpose whatsoever (collectively, “Restricted Acts If applicable law permits End User to take any of the Restricted Acts notwithstanding the previous prohibition, and End User wishes to take any Restricted Act notwithstanding the previous prohibition, End User will first provide Gaumard with thirty (30) days prior written notice. Gaumard may terminate this EULA at any time during such notice period without liability arising from such termination. The arties agree that all information needed for interoperability for the Gaumard Products is available from Gaumard in accordance with applicable government directives as well as the contemplated permitted uses for the Products by Customer.
    4. Updates. From time-to-time Gaumard may develop new versions or updates for the Gaumard Software that may be made available to the End User. Unless otherwise agreed to by Gaumard, End User shall be responsible for installing the provided new versions or updates for the Gaumard Software.
    5. Proprietary Notices. End User agrees to maintain and reproduce on all copies of the Gaumard Software, any names, logos, copyright notices, trademarks, other proprietary markings, and legends that appear on the Gaumard Software.
    6. Control of Duplication. End User will not, nor will it allow any third party to, circumvent the protection controlling the duplication or use of the Gaumard Software, for example and without limitation, any software lock controlling the number of copies End User may make of the Gaumard Software.
    7. No Source Code. End User acknowledges and agrees that its rights under this EULA do not include rights to source code. In its exercise of the rights granted under this EULA, End User agrees not to take any action that would result in any requirement to disclose or make available to other parties the Gaumard Software in source code format.
    8. Certification. Upon thirty (30) days written notice to End User from Gaumard, End User shall certify End User’s compliance with the restrictions and obligations in this EULA. Such requests will not occur more frequently than once per calendar year. If End User has used the Gaumard Software in violation of this EULA, End User shall, in addition to any other remedies Gaumard may have, pay Gaumard additional fees for the excess use according to Gaumard’s then-current price list and policies, plus a late payment charge of one percent (1.0%) per month (or the highest amount allowed by applicable law, if lower) for each month of excess use from the date of initial excess use.
    9. Privacy and Recordings. End User will comply with all applicable laws, rules and regulations related to privacy, publicity and data protection related to use of the Gaumard Products. End User shall not use the Gaumard Software to record or collect personal data from any person in violation of End User’s policies or privacy statements. End User shall receive express consent from all persons recorded by the Gaumard Software sufficient for End User’s use, storage, and distribution of such recordings. Notwithstanding this provision, the Parties acknowledge and agree that the Gaumard Products and Gaumard Software are provided solely for use as medical training and simulation tools and not for actual treatment of patients. The Parties are not planning to transfer any personal patient information between them, nor shall Customer store, introduce, download or load personally identifiable data or patient information into the Gaumard Products or Gaumard Software.
  3. Term and Termination
    1. Term. This EULA commences on the Effective Date and continues perpetually, unless terminated earlier in accordance with the terms hereof.
    2. Termination for Cause. This EULA is automatically terminated by Gaumard if the other Party materially breaches this EULA, the Gaumard Sales Terms and Conditions, the Gaumard Purchase Order, the Gaumard Limited Product Warranty, or the Gaumard Cares Service Plan Agreement. In addition, Gaumard may terminate this EULA if: (a) End User becomes insolvent or makes an assignment for the benefit of End User’s creditors; or (b) a receiver is appointed or a petition in bankruptcy is filed with respect to End User and such petition is not dismissed within thirty (30) days.
    3. Effect of Termination. Upon the termination of this EULA for any reason, all licenses granted in Section 2 above will immediately cease and terminate. Upon termination, End User will immediately cease using the Gaumard Software.
    4. Survival. Sections 3 through 6 will survive the termination of this EULA.
  4. Confidential Information; Trademarks.
    1. Confidential Information. End User acknowledges and agrees that the Gaumard Software is Confidential Information and contains trade secrets of Gaumard. End User agrees to (i) hold the Gaumard Software in the strictest confidence; (ii) not disclose the Gaumard Software to any third party for any purpose; and (iii) use at least the same security measures as End User uses to protect its own confidential and trade secret information but no less than reasonable measures to protect the confidentiality of the Gaumard Software. End User agrees and acknowledges that any breach of the provisions regarding ownership or confidentiality contained in this Agreement shall cause Gaumard irreparable harm and Gaumard may obtain injunctive relief without the requirement to post a bond as well as seek all other remedies available to Gaumard in law and in equity in the event of breach or threatened breach of such provisions.
    2. Trademarks. End User may not use Gaumard’s trademarks, logos, service marks, or names in press releases, web sites, marketing, or other forms of public materials without the prior written consent of Gaumard. All use of the Gaumard trademarks and all goodwill associated with them will inure solely to the benefit of Gaumard.
  5. Disclaimer; Limitation of Liability; Infringement Indemnification.
    1. Limited Software Warranty and Disclaimer. For a period of twelve (12) months from the Effective Date, Gaumard will (a) provide all updates to the Software that are made available generally and (2) use reasonable efforts to fix or provide a workaround for any Gaumard Software issue that prevent operation in substantial conformity with the Gaumard Documentation. Other than the above, the Gaumard Software is provided “as-is,” with no express or implied warranties of any kind, including the warranties of merchantability, fitness for a particular purpose, or non-infringement. THE FOREGOING LIMITED SOFTWARE WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: 1) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY OR NON-INFRINGEMENT; 2) RELATING TO ANY THIRD-PARTY PRODUCTS OR SOFTWARE; OR 3) REGARDING THE RESULTS TO BE OBTAINED FROM THE PRODUCTS OR SOFTWARE. GAUMARD EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT STATED IN THIS LIMITED SOFTWARE WARRANTY. THIS LIMITED SOFTWARE WARRANTY MAY BE VOIDED BY GAUMARD, AT GAUMARD’S SOLE DISCRETION, IF THIRD-PARTY PRODUCTS NOT PROVIDED OR AUTHORIZED BY GAUMARD ARE INSTALLED ON THE GAUMARD PRODUCT.

      THIS LIMITED SOFTWARE WARRANTY IS GIVEN SOLELY TO THE ORIGINAL CUSTOMER AND IS NOT PROVIDED TO ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION, SUBSEQUENT PURCHASERS OR USERS OF THE PRODUCTS OR CUSTOMERS OF THE CUSTOMER. THIS LIMITED PRODUCT WARRANTY IS VOID UPON TRANSFER OF PRODUCT BY CUSTOMER TO ANY OTHER ENTITY. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

      THIS limited SOFTWARE warrant do not apply to any Products that are supplied on a pre-release basis.

    2. Limitation of Liability. THE TOTAL LIABILITY, IF ANY, OF GAUMARD TO END USER OR ANY THIRD PARTY FOR ALL DAMAGES BASED ON ALL CLAIMS, WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY, TORT, OR OTHERWISE, ARISING FROM THE GAUMARD PRODUCTS IS LIMITED TO ONE HUNDRED DOLLARS. IN NO EVENT WILL GAUMARD BE LIABLE TO END USER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUES, LOSS OF PROFITS, OR LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    3. Infringement Indemnification. Gaumard will, as further described below, indemnify, defend, and hold End User harmless, at its expense, against any claim or suit brought by a third party against End User alleging that any Gaumard Software furnished under this EULA infringes the United States patent, trademark, copyright or other intellectual property right of a third party. Gaumard will pay all reasonable settlements entered into or damages finally awarded by a court of appropriate jurisdiction. including reasonable attorneys’ fees and costs, based on any such claim or suit; provided that End User gives Gaumard prompt written notice of such claim and gives Gaumard information, reasonable assistance, and sole authority to defend or settle the claim. In defense or settlement of the claim, at its sole discretion, Gaumard may obtain for End User the right to continue using the Gaumard Software, replace or modify the Gaumard Software so that it becomes non-infringing, or, if such remedies are not reasonably available, grant End User a refund for the associated Gaumard Products (depreciated over three years) and accept their return. Gaumard shall not have any liability if the alleged infringement is based upon: (a) the use or sale of the Gaumard Software in combination with other products or devices not furnished by Gaumard; (b) the use of the Gaumard Software in a manner for which they were not designed as described by the Gaumard Documentation; (c) any modification of the Gaumard Software not performed by or authorized by Gaumard; (d) any use of Gaumard Software by End User after End User learns of such allegation of infringement; (e) any failure by End User to utilize a non-infringing version of the Gaumard Software made available by Gaumard along with notice that such update is non-infringing; or (f) Customer’s use of an earlier version or versions of the Gamard Software for which Gaumard has made an update available and Customer either did not obtain or did not install the updated version(s). The obligations set forth in this Section 5.3 are Gaumard’s sole obligations, and End User’s sole and exclusive remedy, for any claims that Gaumard Software infringes third party intellectual property rights.
  6. Miscellaneous.
    1. Binding Effect; Assignment. This EULA will be binding upon, and inure to the benefit of, End User’s and Gaumard’s respective permitted successors and permitted assigns. Neither Party may assign or transfer this EULA or any of the rights, privileges, duties or obligations under this EULA without the prior written consent of the other Party, except that either arty may assign this Agreement to any entity controlled by, controlling, or under common control with such Party, as well as in connection with the sale, transfer, merger, or acquisition, whether by operation of law or otherwise, of substantially all of the assets of a party.
    2. Notices. Any written notice required by this EULA will be deemed made (a) when delivered by personal service; (b) upon receipt after being sent by recognized international overnight courier service (such as FedEx); or (c) when received, if sent by certified or registered mail, postage prepaid, return receipt requested. Any such notice given to a Party shall be sent to the addresses on the attached Gaumard Purchase Order. By giving to the other arty written notice thereof, the Parties and their respective permitted successors and assigns will have the right from time to time to change by written notice their respective addressee or address for notices.
    3. Applicable Law. The validity of this EULA and the rights, obligations and relations of the Parties hereunder shall be construed and determined under and in accordance with the substantive laws of the State of Florida, without regard to its provisions on conflicts of laws. All disputes arising under or related to this EULA shall be resolved exclusively in the State or Federal Courts the City of Miami, County of Dade County, State of Florida. The arties consent to the jurisdiction and venue of such Courts and waive any claims as to inconvenient forum. The judgments of such Courts may be enforced in any court of competent jurisdiction.
    4. Export Control. End User will not export or re-export the Gaumard Software, including any technical data, except as authorized and permitted by, and in compliance with, the laws and regulations, including but not limited to all export and re-export laws and regulations, of the United States.
    5. Severability. If any provision of this Agreement is held illegal or unenforceable by a court of competent jurisdiction in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Agreement shall remain operative and binding on the Parties.
    6. Entire Agreement. This EULA constitutes the entire greement and understanding of the Parties relating to the subject matter of this EULA This EULA supersedes all prior written and oral agreements and all other communications between End User and Gaumard (or a Gaumard distributor) regarding the subject matter of this EULA. No contradictory terms and conditions of any purchase order, invoice, or other document issued by End User relating to the subject matter of this EULA shall be binding, unless agreed by the parties.
    7. Waiver of Breach. No waiver by a Party of any breach of this EULA will constitute a waiver of any other breach of the same or other provisions of this EULA. No waiver by a arty will be effective unless made in a record signed or otherwise authenticated by an authorized representative of such Party.
    8. Relationship of the Parties. The arties are independent contractors. Nothing in this EULA or in the activities contemplated by the Parties will be deemed to create an agency, partnership, employment or joint venture relationship between the arties. Neither arty will have any responsibility or liability for the actions of the other Party except as expressly provided in this EULA. Neither arty will have any right or authority to bind or obligate the other party in any manner or make any representation or warranty on behalf of the other Party. This EULA is made and entered into for the sole protection and benefit of Gaumard, its licensors and suppliers, and End User as listed on the Gaumard Purchase Order for the Gaumard Products and Services. No other person or entity shall be a direct or indirect beneficiary of this EULA nor shall any other party or entity have any direct or indirect cause of action or claim arising from this EULA.
    9. Fraud and Abuse. Gaumard hereby represents that, to the extent applicable based on the Products and Services provided, it is not currently a listed vendor in the: (a) Federal General Services Administration’s “List of Parties Excluded from Federal Procurement or Nonprocurement Programs” in accordance with Presidential Executive Orders 12549 and 12689 “Debarment and Suspension;” and (b) Office of the Inspector General of the Department of Health and Human Services’ “List of Excluded Individuals/Entities.” Any discounted pricing terms offered under this Agreement may be a “discount or other reduction in price” under the Federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b). Customer shall take all actions necessary to comply with the Anti-Kickback Statute discount safe harbor regulations, 42 C.F.R. § 1001.952(h), including but not limited to: (1) maintaining accurate records reflecting the pricing terms of items and Services purchased under this Agreement; (2) fully and accurately report any discount received under this Agreement if applicable; and (3) make available information provided to Customer by Gaumard concerning cost reports and other filings with the government, including but not limited to, the Secretary of the U.S. Department of Health and Human Services or other state agencies.
    10. Regulatory Compliance. The Parties agree to conduct their relationship in full compliance with all applicable state, federal and local laws and regulations, including but not limited to, the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(b)). The Parties agree that no part of this Agreement shall be construed to induce or encourage patients or the purchase of health care services or supplies. The Parties acknowledge that there is no requirement under this Agreement that any party refer any patients to any health care provider or purchase any health care goods or services from any source.

WEBSITE TERMS OF USE

 

Gaumard Scientific Company, Inc., (“Gaumard”, “we”, “us”, “our”) owns and operates this website (the “Site” or “Sites”) . These Terms and Conditions (the “Terms”) apply to this Website and to any other website owned, operated or maintained by Gaumard or its subsidiaries (collectively, “Gaumard” or “we” or “us”).

These Terms control your use and access to Gaumard’s Sites and online information. By accessing or using the Gaumard’s Sites (including all content and functionality), you agree to comply with and be legally bound by these Terms. and any additional terms applicable to certain programs in which you may elect to participate. Gaumard reserves the right, in our sole discretion, to make updates or changes to the Site and these Terms at any time. The “Last Updated” legend below indicates when these Terms were last changed. All changes are effective immediately upon posting to the Site. Continued use of the Site following the posting of revised terms will indicate your acknowledgment and agreement to be bound by the revised Terms. As such, you should review these Terms from time to time . Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages at this Site.

License Disclaimer and Use Restrictions

Nothing on any Gaumard Site gives you any license under any Gaumard or third party intellectual property rights. All intellectual property rights in this Site belong to Gaumard or other parties that licensed their material to Gaumard. Subject to these Terms, Gaumard grants you a limited, revocable, nonexclusive right to access and use the Site and the materials and information on the Site (“Gaumard Content”). This limited license is only for your personal, noncommercial use. You must keep Gaumard’s proprietary notices on any copies you make of Gaumard Content. Unauthorized use of Gaumard Content may violate copyright, trademark, privacy, communications, or other laws. You are responsible to Gaumard for your unauthorized use of Gaumard Content. This right terminates automatically if you breach any part of these Terms. Upon termination, you must immediately destroy any Gaumard Content in your possession or control. Other than as stated above, you must not:

  • change, alter, copy, distribute, republish, download, display, post, or send the Gaumard Content in any form or by any means without Gaumard’s or the copyright owner’s prior written permission, unless the Site states otherwise about specific Gaumard Content;
  • use the Site or Gaumard Content for any purpose that is unlawful or prohibited by these Terms;
  • use the Site to solicit any activity that is illegal or may infringe upon the rights of others;
  • “mirror” or “frame” any Gaumard Content on any other device without Gaumard’s prior written permission;
  • use the Gaumard Content to benchmark any Gaumard Content against any other person’s or entity’s products, services or information; or
  • use the any other Gaumard trademark as a "hot" link to any part of the Site unless Gaumard without Gaumard’s express prior written approval of that use.

Copyright law protects all Gaumard Content. Please see the following link for more Copyright Information: Website Copyright Notice

Privacy

Gaumard’s Privacy Policy applies to your use of the Site and is part of these Terms. Please review Gaumard’s Privacy Policy and related information about your privacy and Gaumard’s use of your information. You acknowledge and agree that you are responsible for protecting any account and password information applicable to your use of the Site; restricting the use and access to your computer, smartphone, or other device used to access the Site; and any activity that occurs under your account due to your failure to protect such information.

Communicating Electronically

When you use the Site, you are communicating with Gaumard. You agree to receive electronic communications related to your use of the Site. Gaumard may communicate with you by email or by posting notices on the Site. You agree that all such communications meet any legal rule that those communications be in writing. Gaumard may provide notices to you via email or by posts on the Site, and those notices are effective on the date that Gaumard sends or posts them.

Export

All Gaumard Content is subject to U.S. export control and economic sanctions laws and regulations and may also be subject to the laws of the country where you reside.

Disclaimers

You agree that you take full responsibility for your use of the Site. Gaumard provides the Site and all Gaumard Content on an “as is” and “as available” basis. Specifically, Gaumard makes no representation or warranty of any kind; disclaims all warranties, including warranties of merchantability, fitness, accuracy, non-infringement, or operation; and does not guarantee that the Site and Gaumard Content will be free of errors or defects.

YOUR USE OF THE SITE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND THE CONTENT AVAILABLE ON IT OR THROUGH IT ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS”, AND “AS AVAILABLE” WITH ALL FAULTS AND ERRORS. GAUMARD AND OUR AGENTS, SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, QUIET ENJOYMENT, NON-IN FRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DISCLAIM ALL WARRANTIES, GUARANTEES AND REPRESENTATIONS WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY IN RESPECT OF OUR SITE, INCLUDING BUT NOT LIMITED TO ANY CONTENT CONTAINED ON OR ACCESSED THROUGH THE SITE. GAUMARD DOES NOT GUARANTEE THAT THE SITE WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND GAUMARD DISCLAIMS ANY LIABILITY RELATING THERETO. GAUMARD MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF PRODUCTS OR SERVICES OFFERED, DISPLAYED, THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THIS SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. GAUMARD DOES NOT WARRANT, ENDORSE, GUARANTEE , OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR PROVIDED BY A THIRD PARTY THROUGH OR IN CONNECTION WITH THE SITE OR ANY HYPERLINKED WEBSITE OR SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability

Gaumard is not liable under any legal theories (including negligence) for any type of damages, even if Gaumard knew of the possibility of such damages. Gaumard is not liable for loss of data or profits arising from your use or inability to use the Site or the Gaumard Content. If your use of the Gaumard Content results in the need for servicing, repairing, or correcting any products or data, you will pay for those repairs. Some jurisdictions restrict the exclusion or limitation of certain damages, so this provision may not apply to you.

Indemnification

You agree to indemnify, defend, and hold Gaumard and its agents, employees, and licensors harmless from and against every third party claim and expense, including reasonable attorneys’ fees, related in any way to your use of the Site or your violation of these Terms.

Miscellaneous

These Terms do not create any legal relationship between you and Gaumard. Gaumard’s failure to enforce a right does not mean that Gaumard has waived that right.

If a court or other tribunal finds any provision of these Terms unenforceable, Gaumard will change that provision only to the extent necessary to make it enforceable. Other terms will remain in full force and effect.

Any interpretation of these Terms will look at fair meaning, and ambiguities must not be construed for or against any party.

Gaumard may assign its rights under these Terms at any time, but you may not do so.

These Terms, together with any other terms that you agree to when using the Site, comprise the entire agreement between Gaumard and you about your use of this Site.

Headings are for reference only.

These Terms supersede any prior agreements with Gaumard about using this Site and its content.

Gaumard’s direct and indirect subsidiaries are third party beneficiaries of these Terms.

Prohibited Uses of the Site

When using the Site, you agree not to:

  1. Disrupt, damage, interfere with, violate the security of, or attempt to gain unauthorized access to, the Site or any computer network;
  2. Circumvent any technological measure implemented by Gaumard or any of our providers or any other third party (including another user of the Site) to protect the Site;
  3. Use our Site in any manner that could disable, overburden, damage, or impair our Site or interfere with any other party’s use of our Site, including their ability to engage in real time activities through our Site;
  4. Upload, transmit, distribute, or run any computer virus, worm, Trojan horse, logic bomb, or any computer code or other material that could harm or alter a computer, portable device, computer network, communication network, data, the Site, or any other system, device or property;
  5. Use any software robots, spiders, crawlers, or other automatic device, process or means to access our Site for any purpose, including monitoring or copying any content on our Site;
  6. Transmit, or cause the sending of any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation;
  7. Attempt, in any manner, to obtain the password, account, credentials, or other security information from any other user; or jeopardize the security of your account or anyone else’s account (for example, by allowing another individual to login to the Site as you);
  8. Impersonate or attempt to impersonate Gaumard, a Gaumard employee, another Site user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);
  9. Use our 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 United States or other countries);
  10. Send, knowingly receive, upload, download, use or re-use any Content that does not comply with the standards and requirements set out in these Terms;
  11. Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of our Site, or which, as determined by us, may harm us or users of our Site or expose them to liability; or
  12. Otherwise attempt to interfere with the proper working of our Site.

Links to Third Party Websites

This Site may contain links to third party websites (“Third-Party Sites”). Links to other Third-Party Sites are provided solely as a convenience to you. We have no control over such Third-Party Sites, nor do we review, approve, monitor, endorse, or make any representations or warranties with respect to such Third-Party Sites; therefore, we are not responsible or liable to you or to any party for any materials, information advertising, products, services, or other content on or available from such Third-Party Sites. If you decide to access any Third-Party Sites, you do this entirely at your own risk. You acknowledge and agree that Gaumard is not liable, either directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any such Third-Party Sites.

Disputes; Governing Law

Gaumard makes no representation that materials or services at this Site are appropriate or available for use outside the United States, and access to them from territories where their contents are illegal is prohibited. You may not use or export or re-export the materials or services at this Site or any copy or adaptation in violation of any applicable laws or regulations including without limitation U.S. export laws and regulations. If you choose to access this Site from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws.

You expressly agree that the Terms and any dispute, claim, action, cause of action, issue, or request for relief between you and Gaumard arising out of or relating to these Terms, your visit to our Site, or to products or services obtained on or through the Web Site (collectively “Disputes”) will be governed by and construed in accordance with the laws of the Miami-Dade County, State of Florida without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction.

Subject to the Binding Arbitration Section below, you and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in State of Florida, for all Disputes that are heard in court, including any Dispute involving Gaumard or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers, and content providers.

Binding Arbitration

You and Gaumard agree to submit all Disputes to confidential arbitration on an individual and purely bilateral, non-class/non-representative basis. Arbitration on an individual basis is the exclusive remedy for any Disputes which might otherwise be brought on a class, collective or representative basis between you and Gaumard. This agreement to arbitrate will be governed by the Federal Arbitration Act, 9 U.S.C. § 1 (the “FAA”) and shall be governed by the Commercial Dispute Resolution Procedures (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The arbitration shall take place in Miami, Florida, USA. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. You and Gaumard shall select a mutually agreeable arbitrator from the AAA. Unless otherwise precluded by law, you and Gaumard shall each separately pay your or its own attorneys’ fees and costs. You agree that if any provision of this arbitration agreement is held by an arbitrator or a court of competent jurisdiction to be invalid, unenforceable, or void, that provision shall be struck from the agreement to arbitrate, and the remainder of the arbitration agreement shall remain in full force and effect consistent with applicable law. However, in the event the provisions above waiving or precluding class arbitration proceedings are found to be invalid, unenforceable, or void for any reason, the entire agreement to arbitrate shall be void. Notwithstanding the above, if the Dispute concerns a matter for injunctive or other similar relief that is appropriate under applicable law, we may seek such injunctive or other similar relief in any state or federal court of competent jurisdiction, whether or not it is in the State of Florida.

Term and Termination

These Terms will remain in full force and effect as long as you continue to access or use the Site. We may, with or without prior notice, terminate any of the rights granted by these Terms without cause. You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the Site. You may also cancel your account at any time by contacting Customerservice@gaumard.com.

Entire Agreement; No Agency; Waiver; Severability

These Terms, together with our Privacy Policy, constitute the complete and exclusive understanding between you and Gaumard with respect to your use of the Site, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Gaumard and you regarding the Site. No Agency: Nothing contained in these Terms creates any agency, partnership, or other form of joint enterprise between you and Gaumard. Waiver: Gaumard’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision or of any other rights or provisions in these Terms.

Severability: If a court or tribunal should find that one or more rights or provisions set forth in these Terms are invalid, you agree that the remainder of the Terms will remain in full force and effect and that the invalid provision will be enforceable to the fullest extent permitted by law. We will amend or replace such provisions with ones that are valid and enforceable, and which achieve, to the extent possible, our original objectives and intent as reflected in the original provisions.

Product Availability

This website contains information for a wide range of countries. Not all of the products referred to on this website are available in every location. A reference to a product on this website does not mean that such product is or will be accessible in your location. Such products may be subject to different regulatory requirements depending on the country of use. You should not interpret anything on this website as a promotion or advertisement for any product or for the use of any product that is not available in your country of residence. You may contact our customer support department for more specific information on the products available in your location.

Contact Us

Gaumard owns this Site. If you have a question or complaint about the Site, please contact us at info@Gaumard.com . If you have a question about Gaumard’s collection or use of personal information, please see Gaumard’s Privacy Policy or contact privacy@Gaumard.com . California residents may also send complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

 

Rev. February 2023

COPYRIGHT

The copyright in all material provided on this site ("Site"), including but not limited to any software, text, images, audio, and video (“Materials”) are copyrighted and are protected by worldwide copyright laws and treaty provisions. Any unauthorized use of any Materials contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. Except as expressly permitted herein, you may not copy, reproduce, distribute, republish, download, display, post, transmit, rent, lease, loan, sell, assign, license, sublicense, modify, reverse engineer, or create derivative words of any of the Materials in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Gaumard or the copyright owner. Permission is granted to you to display, copy, distribute and download the Materials on this Site solely for personal, noncommercial use only, provided you do not: (a) modify the Materials in any way, (b) use the Materials for any commercial purpose or any public display, performance, sale, or rental, (c) remove any copyright and other proprietary notices contained in the Materials, (d) "mirror" any Materials contained on this Site on any other server without Gaumard’s permission, or (e) interrupt or attempt to interrupt the operation of this Site in any way. This permission terminates automatically if you breach any of the Terms or these terms or conditions.

 

DMCA COPYRIGHT INFRINGEMENT CLAIM

Gaumard has a policy of removing content that violates the intellectual property rights of others when Gaumard becomes aware of such content suspending access to Site (or any portion thereof) to any user who uses the Site in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the Site in violation of someone’s intellectual property rights. Pursuant to Title 17 of the United States Code, Section 512, Gaumard has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law.

 

NOTIFICATION

If you wish to report a copyright violation in connection with content on the Site, please send a written notice to the following Gaumard Designated Agent for notice of claims of copyright infringement:


 

Gaumard Inc.
Attn: [Dept. Name]
[Address]
Email: DMCA@Gaumard.com

 

Your written notice must contain each of the following:


  • An electronic or physical signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • A description of the work you claim has been infringed;
  • Identification of the work you claim is infringing and a description of where the work is located on the Gaumard website;
  • Information reasonably sufficient to permit Gaumard to contact you, such as an address, telephone number, and email address;
  • A statement by you that you have a good faith belief that the infringing use is not authorized by the copyright owner, the copyright owner’s agent, or by law; and
  • A statement by you, under penalty of perjury, that the information in your written notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

When Gaumard receives a notification of alleged copyright infringement containing the required information, it will remove or disable access to the content that is alleged to be infringing.

 

COUNTER NOTIFICATION

You may file a written counter-notification with Gaumard’s Designated Agent at the address listed above if you have received notice from Gaumard that it has removed or disabled access to content on the Site that you provided.

Your written counter-notification must contain each of the following:


  • Your physical or electronic signature;
  • Identification of the content that has been removed or to which access has been disabled, and the location from where such content was removed or disabled;
  • A statement from you under the penalty of perjury that you have a good faith belief that the content was removed or disabled as a result of a mistake or misidentification of the content to be removed or disabled;
  • Your name, physical address, and telephone number; and
  • A statement that you consent to the jurisdiction of the Federal District Court in the district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Gaumard may be located, and that you will accept service of process from the person that provided the notification of the agent of such person.

 

ACCOUNT TERMINATION

Gaumard may, at its sole discretion, terminate the account or access of any user of the Site who is the subject of repeated DMCA or other infringement notifications.

 

Rev. February 2023