Terms and Conditions

Last Modified: December 2023

The following terms and conditions (the “Terms of Use”), as well as any additional policy notices found on our Sites, which are incorporated herein by reference, apply to those websites, subdomains, portals, and associated web or mobile services and applications (together the “Sites”) owned or operated by Pipeline Medical, LLC (the “Company”).

Read these Terms of Use carefully before you start to use the Sites. By using the Sites, you accept and agree to abide by the Terms of Use. If you do not want to agree to these Terms of Use, you may not visit or use the Sites.

By using the Sites, you consent to the collection and use of any information you supply to the Sites and you represent and warrant that all data provided by you is accurate.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. You are expected to check this page from time to time to take notice of any changes we made. Your continued use of the Sites following the posting of revised Terms of Use means that you accept and agree to the changes.

Accessing the Sites and Account Security

You must be thirteen years or older to use the Sites. Access to the Sites is permitted on a temporary basis, and we reserve the right to withdraw or amend any service we provide on the Sites in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Sites is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Sites, or the entirety of the Sites.

You are responsible for making all arrangements necessary for you to have access to the Sites. You are responsible for ensuring that all persons who access the Sites through your internet connection are aware of these Terms of Use, and that they comply with them.

You may be asked to provide certain registration details or other information to use certain features of the Sites. It is a condition of your use of the Sites that all the information you provide on the Sites is correct, current and complete.

If you choose, or you are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not share it or disclose it to any third party. You agree to immediately notify us of any unauthorized use of your user name or password or any other breach of security, and ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We reserve the right to disable any user identification code or password, whether chosen by you or provided by us, at any time, for any reason or no reason, including but not limited to failing to comply with any provision of these Terms of Use.

Intellectual Property Rights

Unless otherwise stated on the Sites, the entire contents of the Sites (including all information, software, text, displays, images, video and audio) and the design, selection and arrangement thereof, are owned by the Company or its licensors and are protected by United States and international laws regarding copyrights, trademarks, trade secrets and other intellectual property or proprietary rights.

You are permitted to use the Sites only for legitimate business purposes related to your role as a current or prospective visitor, customer, supplier or distributor of the Company. You must not copy, modify, create derivative works of, publicly display or perform, republish, download or store, hack, reverse engineer, decompile, or transmit any of the material on our site without the prior written consent of the Company.

You must not reproduce, sell or exploit for any commercial purposes any part of the Sites, access to the Sites, or use of the Sites or any services or materials available through the Sites, or delete or alter any copyright, trademark and other intellectual property appearing on the Sites, without obtaining a license to do so from the Company.

Company Trademarks

The name “Pipeline Medical” and all derivations, related names, logos, product and service names, designs and slogans are trademarks of the Company. You may not use such marks without the prior written permission of the Company. All other names, brands and marks are used for identification purposes only and are the trademarks of their respective owners.

Prohibited Uses

You may use the Sites only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Sites:

• In any way that violates any applicable federal, state, local and international law, treaty or regulation;
• For the purpose of exploiting, harming or attempting to exploit or harm minors;
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation;
• To impersonate or attempt to impersonate the Company or a Company employee, another site visitor or user, person or entity;
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Sites, or which, as determined by us, may harm the Company or users of the Sites or expose them to liability.

Additionally, you agree not to:

• Use the Sites in any manner that could disable, overburden, damage, or impair the Sites or interfere with any other party’s use of the Sites;
• Use any robot, spider or other automatic device, process or means to access the Sites, or “scrape” the Sites or any portion of the Sites;
• Use any manual process to monitor or copy any of the material on the Sites or for any other unauthorized purpose without our prior written consent;
• Use any device, software or routine that interferes with the proper working of the Sites;
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Sites, any server on which the Sites is stored, or any server, computer or database connected to the Sites;
• Attack the Sites via a denial-of-service attack or a distributed denial-of-service attack;
• Otherwise attempt to interfere with the proper working of the Sites.

Financial Reparations

Under no circumstances is reselling permitted.
Under no circumstances is improper use of class of trade or specialty permitted in order to gain more favorable pricing.

In agreeing to the Terms of Use, you also agree that you have factually communicated your class of trade and specialty to the Company so that the Company can provide accurate pricing of products to you.

In the event that this information was not given to the Company in an accurate manner or you are found to be reselling product bought from the Company and there is any clawback by a distributor or manufacturer in the difference in the cost you received from the Company and the cost you would have received, then you will be responsible for all of the difference in cost as unilaterally communicated to you by the Company.

Payment Authorization Agreement

You authorize Pipeline Medical to use the payment method on file that you provided, to charge your payment method all amounts due in full. Additional information about Pipeline Medical’s policies are outlined in the Terms and Conditions which are agreed to on every order.

User Contributions

The Sites may contain forms and other interactive features that allow you to post, transmit or submit (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Sites. All User Contributions must comply with the Content Standards set out in these Terms.

• Any User Contribution you post to the site will be considered non-confidential and non-proprietary, and, subject first to applicable laws, we have the right to use, copy, distribute and disclose to third parties any such material for any purpose.
• You represent and warrant that you own or control all rights in and to the User Contributions and have the right to grant the Company and its affiliates the license granted above.
• You represent and warrant that all of your User Contributions do and will comply with these Terms of Use, and you agree to defend, indemnify and hold harmless the Company and its affiliates and licensors for any breach of that representation and warranty.
• You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
• You understand and acknowledge that the Company is not responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of the Sites.

Reliance on Information Posted

Except as otherwise stated in our site policies, the information presented on or through the Sites is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Sites, or by anyone who may be informed of any of its contents.

Pricing Permission

You agree to allow the Company and any of its subsidiaries and affiliates to work with third party organizations that you may or may not have a direct relationship with on your behalf to procure product pricing specific to your business and/or location. This pricing may be typical manufacturer pricing, GPO based pricing, and/or special discounted pricing. The Company will use this pricing to provide you pricing specific to your business and may include from time to time additional service fees, markups, handling charges, administrative expenses, freight, logistics, overhead and any other customary cost for your benefit of purchasing product through the Sites. This permission granted to the Company will allow the Company to agree on your behalf with these third party organizations to transfer the pricing information discussed herein. The exception to the above is if you are currently working with a GPO and you are working with the Company via one of our Co-Branded Ecommerce Programs.

Pipeline payment terms and conditions

Pipeline Medical accepts all major credit cards and, at our discretion, may accept ACH payments. You will be charged within 48 hours of shipment confirmation with the payment method supplied.

Pipeline Medical will not invoice or charge a customer prior to product shipment unless all parties have discussed and agreed to it in advance. Use of Pipeline Medical’s website and ordering platform constitute acceptance of these terms and conditions and your affirmation that:

• You are 18 years of age or older
• An authorized user of the payment method provided
• You have the appropriate authority to accept these terms and conditions
• All information provided to Pipeline Medical is true and correct

All transactions will be in US Dollars and processed through Pipeline Medical’s third-party payment processor using secure transactions. By using Pipeline Medical’s website, you consent to your information being shared with our third-party provider for the sole purpose of processing your transaction.

Changes to the Sites

We may update the Sites from time to time, but its content is not necessarily complete or up-to-date. We may change the Sites at any time with or without notice. We may suspend access to the Sites, or close them indefinitely. Any of the material on the Sites may be out of date at any given time, and we are under no obligation to update such material.

Linking to the Sites

You may link to our sites, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

Links from the Sites

If the Sites contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links from advertisers, including banner advertisements. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party sites linked to our Sites, you do so entirely at your own risk and subject to the terms and conditions of use for such sites.

Geographic Restrictions

Access to the Sites may not be legal by certain persons or in certain countries. If you access the Sites from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that the Sites will be free of bugs, viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITES LINKED TO IT.

YOUR USE OF THE SITES, ITS CONTENT AND ANY MERCHANDISE, SERVICES OR ITEMS OBTAINED THROUGH THE SITES IS AT YOUR OWN RISK. THE SITES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITES, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, LICENSORS, LICENSEES, SERVICE PROVIDERS, EMPLOYEES, AGENTS, SHAREHOLDERS, OFFICERS AND DIRECTORS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, MAINTAINING OR DELIVERING THE SITES (TOGETHER “COMPANY PERSONS”) BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITES, ANY SITES LINKED TO THEM, ANY CONTENT ON THE SITES OR ANY SERVICES, MERCHANDISE OR ITEMS OBTAINED THROUGH THE SITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES BASED UPON ANY THEORY OR THEORIES OF PRODUCT LIABILITY, MALPRACTICE LIABILITY, PERSONAL INJURY, VIOLATION OF PRIVACY RIGHTS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. YOU HEREBY FOREVER WAIVE ANY AND ALL CLAIMS, CAUSES OF ACTION, GRIEVANCES AND COMPLAINTS IN CONNECTION WITH ANY OF THE FOREGOING AGAINST THE COMPANY PERSONS.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company Persons from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) alleged on the basis of or resulting from your violation of these Terms of Use, your usage of the sites, and your use (including sale, resale, supply or provisioning) of any products or merchandise acquired via the Sites, including, without limitation, any use of the Sites’ content, services and products.

Governing Law and Jurisdiction

These Terms of Use and any dispute or claim arising out of, or related to, them, their subject matter or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Sites shall be instituted exclusively in the federal courts of the United States located in New Jersey or the federal or state courts of the State of New Jersey, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your state or country of residence or any other relevant locale. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of these Terms of Use by the Company shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited only to the minimum extent required by law, and the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use as well as any additional policies posted from time to time on the Sites, constitute the sole and entire agreement between you and the Company with respect to the Sites and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, specifically with respect to the Sites.