INVACARE ELECTRONIC COMMERCE SITE (IECS) USER AGREEMENT
By accessing this service, you agree to abide by all of the terms and conditions set forth herein ("User Agreement"). Do not continue with its use if you do not agree to do so:
IECS is an online service provided by The Invacare Corporation ("Invacare") for online access to order, account, invoice, and other information including, but not limited to, manufacturing and shipment status, proof of delivery, serial number and order tracking
"User" refers to anyone who establishes an authorized account ("Account") for access of IECS. Said Account may not be transferred to any other person. User shall be responsible for protecting the confidentiality of the password(s) issued and indemnifies and holds Invacare harmless thereon. User is granted a personal, non-exclusive, non-transferable, limited license and authorization to access the system and software for the purposes stated herein. No other authorization or license is permitted or intended, and is specifically denied.
Unauthorized use of user identification ("User IDs") and/or passwords and/or resources of Invacare is a violation of Section 1030, Title 18, United States Code, and constitutes theft and is punishable by law. User will not attempt to access any data or programs without authorization and will not knowingly permit access by third parties.
Invacare expressly reserves the right, at any time, to change the terms of this Agreement. Invacare further shall have the right at any time to change or discontinue any aspect or feature including, but not limited to, content, functionality, hours of availability, equipment needed for access or use, and pricing for services and/or usage. Any use after your notice of any such changes by their incorporation into this Agreement shall constitute your acceptance.
This service contains copyrighted material, trademarks, and other proprietary information. The computer program code, user interface, screen displays, and other content constituting works of authorship in the system are protected as copyrighted subject matter under U.S. Copyright Laws and International Treaty Provisions. Except as expressly permitted, no portion (including any information, content or software) may be copied, downloaded, reproduced, redistributed, retransmitted, published, resold or otherwise used commercially. All ownership and proprietary rights are reserved by Invacare.
User agrees to maintain the confidentiality of the information contained in the IECS system, and nothing contained herein shall be construed as giving the user any other license or rights except as expressly stated herein. User acknowledges that a breach of confidentiality would result in irreparable injury to Invacare, the extent of which would be difficult to ascertain, and in any event, money damages would be inadequate in the event of such a breach. User agrees that in the event of a breach, Invacare shall be entitled to injunctive, or other equitable relief as the Court deems appropriate, in addition to any other remedies available.
DISCLAIMERS AND LIMITATION OF LIABILITY
USER EXPRESSLY AGREES THAT USE OF IECS IS AT YOUR SOLE RISK. Neither Invacare, its affiliates nor any of their respective employees, agents, or licensors warrant that IECS will be uninterrupted or error free, nor do they make any warranties as to the results that may be obtained from use of IECS, or as to the accuracy, reliability or content of any information, service, or product provided. User is solely responsible for obtaining and maintaining all telephone, computer hardware and software, and all other equipment needed and all costs associated therewith.
IECS IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
INVACARE'S SOLE LIABILITY AND USER'S OR ANY OTHER PERSON'S EXCLUSIVE REMEDY FOR DAMAGES ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE USE OF IECS (INCLUDING, BUT NOT LIMITED TO, DAMAGES DUE TO PERFORMANCE OR NON-PERFORMANCE OF IECS) SHALL BE LIMITED TO THE RETURN OF FEES PAID (IF ANY).
IN NO EVENT SHALL INVACARE OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR LOSS OF BUSINESS OR PROFITS, OR FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, IECS, EVEN IF INVACARE, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS OR LICENSORS WAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY OTHER CLAIM BY USER OR ANY OTHER PERSON.
User acknowledges that the delivery system used for IECS, namely the Internet and the World Wide Web, are known to be unpredictable in their performance and may, from time to time, impede access to IECS or performance of services hereunder. User agrees that Invacare is not in any way responsible for any such interference with your use of or access to IECS, and you waive any and all claims. User also acknowledges that while Invacare has taken significant measures to ensure the security of information submitted by you during inquiry or order entry, there is no guarantee or assurances of any nature whatsoever of the security of this information, and you waive any and all claims against Invacare. User agrees to defend, indemnify and hold harmless Invacare and its respective employees, officers, directors, agents and licensors from and against all claims and expenses, including reasonable attorney's fees, arising out of the use of IECS by you or your Account.
By use of the IECS system, you consent to the jurisdiction of the United States District Court for the Northern District of Ohio to resolve any dispute that might arise as a result of its use.
Either Invacare or User may terminate this Agreement at any time. Without limiting the foregoing, Invacare shall have the right to immediately terminate your Account in the event of any conduct by User which Invacare, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of this Agreement. In particular, Invacare deems any excessive use of the IECS system, whether attempted or actual, that would or might disrupt or interfere with the use of the IECS system by other users to be unacceptable conduct. Termination of this Agreement automatically terminates User's license and authorization to use and/or access IECS and any content or other material contained therein.
It is User's responsibility to notify Invacare if any of your employees (or ex-employees) are no longer authorized to have access to IECS. The obligations of the User and Invacare shall be suspended for delay in performance when such delay or failure is beyond the reasonable control of the party asserting same. A "force majeure" shall include, but not be limited to, any acts of God, strikes, lockouts, or other labor disputes or industrial disturbances, civil disturbances, shortages or raw materials or energy, acts, directives or orders of any court or governmental authority.
This Agreement and any Invacare rules relating to your usage or operation under your Account with IECS constitute the entire agreement between Invacare and User with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter.
This Agreement may be modified from time to time upon notice by Invacare, as described above. This Agreement is made in and shall be construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws. If any portion of this Agreement or the application thereof shall be determined to be illegal, invalid or unenforceable, the remainder of this Agreement shall not be affected thereby which shall be valid and enforceable to the fullest extent permitted by law. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subject breach or default.