Terms of Use

Last Updated: June 28, 2022

Acceptance of Terms

The following terms and conditions govern use of the website www.endoquestrobotics.com (the Site), all of the materials, documents, text, images, graphics, animation, videos, software and other information and content included in or available at the Site (Content) and the services available at the Site (together with the Site and the Content, the Service). The Service is owned and operated by EndoQuest Robotics, Inc. (EndoQuest). The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on this Site by EndoQuest (collectively, the Terms of Use or Terms).

IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS OR USE THE SERVICE. BY VIEWING OR USING ALL OR ANY PART OF THE SERVICE, DOWNLOADING ANY CONTENT OR BY REGISTERING TO RECEIVE INFORMATION FROM ENDOQUEST, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS OF USE.

DISCLAIMER

EndoQuest does not offer advice or diagnoses, or engage in the practice of medicine. The Content appearing on the Site is presented exclusively for informational purposes. The Site is not a substitute for professional advice, diagnosis, or treatment and is offered for informational and communication purposes only. You will not rely on any statements made on this Site as though it were professional advice. The Site is not intended to be, and must not be taken to be, the practice of medicine, nursing, pharmacy or other healthcare advice by EndoQuest.

The Site is not meant to diagnose or treat any conditions - only your medical professional can determine the right course of treatment for you and determine what is safe, appropriate and effective based on your needs. Reliance on any information provided by EndoQuest or in connection with the Site is solely at your own risk. You are solely responsible for any decisions or actions you take based on the information and materials available through the Service.

The Site may provide selected information concerning diseases and their treatment. Such information is not intended or provided as advice. You acknowledge that although some Content may be provided by individuals in the medical profession, the provision of such Content does not create a professional/patient relationship between you and EndoQuest or between you and any other individual or entity, and does not constitute an opinion, advice, or diagnosis or treatment. Such information is not a substitute for the advice of a trained healthcare professional. If you have, or suspect that you have, any health problems or conditions you should consult a qualified healthcare provider. Healthcare providers should never withhold professional advice or delay in providing it because of something they have read in connection with our Site.

Changes

EndoQuest reserves the right, at its sole discretion, to modify or replace any of these Terms of Use at any time. Any change to these Terms of Use will be posted on the Site. We may also provide notice of the changes in another manner. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following any changes to the Terms of Use constitutes acceptance of those changes. If you do not agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Site.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

Information and Subscriptions

At your election, you may send your resume and job materials to EndoQuest, request additional information about EndoQuest or subscribe to various information services concerning EndoQuest 's products, services and business. When you do so, the registration process may require you to provide certain information such as your name, company name, address, telephone number, email address, your preferred contact method and product markets of interest to you. EndoQuest may terminate your access to all or any part of the information services concerning EndoQuest at any time, with or without cause, with or without notice, effective immediately.

Messaging

As part of the Site, you may receive communications through the Site, including messages that EndoQuest sends you (for example, via email).

Privacy

Our current Privacy Policy is available at Privacy Policy, which is hereby incorporated by this reference. Your acceptance of these Terms of Use constitutes your acceptance and agreement to be bound by the Privacy Policy.

Children's Online Privacy Protection Act

The Children's Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children who are under 13 years of age; if you are under 13 years of age, please do not attempt to register for or otherwise use the Site or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at info@endoquestrobotics.com.

Rules and Conduct

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you have received your parent's or guardian's permission to use the Site and have gotten your parent or guardian to agree to these Terms on your behalf). If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization's or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).

The Service is provided for your internal, personal, non-commerical and informational use only and not on behalf of, or for the benefit of, any third party. As a condition of use, you will not use the Service for any purpose that is unlawful or prohibited by these Terms of Use, or for any purpose not reasonably intended by EndoQuest. You agree to abide by all applicable local, state, national and international laws and regulations; and you agree not to provide EndoQuest with any confidential or proprietary information that you desire or are required to keep secret. You, not EndoQuest, remain solely responsible for all Content that you upload, email, transmit, or otherwise disseminate using, or in connection with the Service. If your use of the Site is prohibited by applicable laws, then you are not authorized to use the Site. You understand and agree that EndoQuest has the sole right to decide whether you are in violation of any of these Terms of Use, and we may immediately terminate your access to the Service if you are found to be in violation of any Terms.

EndoQuest has no obligation to monitor the Service or any use thereof. EndoQuest reserves the right at all times and without notice to monitor, review, retain or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental (including law enforcement) request.

Use of Site Information

The Site may contain forward-looking statements and information relating to EndoQuest that are based on our beliefs as well as assumptions made and information currently available. The words "anticipate," "believe," "estimate," "expect," "intend," "will," and similar expressions, as they relate to EndoQuest or any of its products or services, are intended to identify forward-looking statements. Actual results could differ materially from any projections in such forward-looking statements. EndoQuest does not intend to update these forward-looking statements.

You represent, warrant, and agree that you will not contribute any User Submission (each of those terms is defined below) or otherwise use the Site or interact with the Site in a manner that:

  1. infringes or violates the intellectual property rights or any other rights of anyone else (including EndoQuest);
  2. violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by EndoQuest;
  3. is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
  4. attempts, in any manner, to obtain the password, account, or other security information from any other user;
  5. violates the security of any computer network, or cracks any passwords or security encryption codes;
  6. runs Mail list, Listserv, any form of auto-responder or "spam" on the Site, or any processes that run or are activated while you are not logged into the Site, or that otherwise interferes with the proper working of the Site (including by placing an unreasonable load on the Site's infrastructure);
  7. "crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Site or Content (through use of manual or automated means);
  8. copies or stores any significant portion of the Content; or
  9. decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Site

A violation of any of the foregoing is grounds for termination of your right to use or access the Site or Service.

Any information or Content publicly posted or privately transmitted through the Site is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk. EndoQuest is not liable for any errors or omissions in such information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Site.

You are responsible for all Content you contribute, in any manner, to the Site, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

Third Party Sites

The Service may permit you to link to other websites, and other websites may contain links to the Site. These other websites are not under EndoQuest's control, and you acknowledge that EndoQuest is not responsible for the accuracy, legality, appropriateness or any other aspect of the content or function of such websites. The inclusion of any such link does not imply endorsement by EndoQuest or any association with its operators. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that EndoQuest is not responsible for such risks.

EndoQuest has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Site. In addition, EndoQuest will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Site and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Site, you release and hold us harmless from any and all liability arising from your use of any third-party website or service. If there is a dispute between users and any third-party, you agree that EndoQuest is under no obligation to become involved.

Proprietary Rights

The materials displayed or performed or available on or through the Site or Service, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth are protected by copyright and/or other intellectual property laws. You agree that the Site, Content and all other aspects of the Service may be protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by EndoQuest in writing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, commercialize, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Service, or exploit for any purpose any Content not owned by you. However, you may print or download one copy of the Content for your personal or internal business purposes; provided, that you retain all copyright and other proprietary notices contained therein and remember that even where these functionalities exist, all the restrictions in this section still apply.

Termination

At any time, you may stop using the Site. Please refer to our Privacy Policy, as well as the Terms, to understand how we treat information you provide to us after you have stopped using our Site. EndoQuest is also free to terminate (or suspend access to) your use of the Site for any reason in our discretion, including your breach of these Terms.

Provisions that, by their nature, should survive termination of these Terms will survive termination, including without limitation, : any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, terms regarding disputes between us, including without limitation the arbitration agreement.

No Warranties

EndoQuest and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (EndoQuest and all such parties together, the "EndoQuest Parties") make no representations or warranties concerning the Site or Service, including without limitation regarding any Content contained in or accessed through the Site, and the EndoQuest Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Site or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of the Site or Service. The EndoQuest Parties make no representations or warranties regarding suggestions or recommendations of services or products offered through or in connection with the Site. THE SITE, CONTENT AND SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE ENDOQUEST PARTIES DO NOT WARRANT THAT: (A) THE SERVICE WILL BE TIMELY, ACCURATE, COMPLETE, RELIABLE OR CORRECT; (B) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE ENDOQUEST PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO ENDOQUEST IN CONNECTION WITH THE SITE IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to defend, indemnify, and hold harmless The EndoQuest Parties from and against all liabilities, claims, damages (actual and consequential), losses and expenses (including reasonable attorneys' fees) arising from or in any way related to any claims relating to (a) your use or misuse of the Service, and (b) your violation of these Terms. EndoQuest reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with EndoQuest in asserting any available defenses.

Dispute Resolution

A printed version of the Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use (including the Privacy Policy) to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and EndoQuest agree that any claim or cause of action arising out of or related to the subject matter of these Terms or Service must be commenced within 1 year after the claim or cause of action arose. Otherwise, such claim or cause of action is permanently barred. EndoQuest 's officers, directors, employees and independent contractors ("Personnel") are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

The Terms of Use will be governed by and construed in accordance with the laws of the State of Delaware, USA, excluding its conflicts of law rules.

Except that either party may seek an injunction or other equitable relief from any court of competent jurisdiction, all disputes between the parties arising out of or in relation to or in connection with the Terms of Use will be settled by binding arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures ("Rules") then in force, by one neutral arbitrator appointed in accordance with the rules with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator will be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. The arbitration will take place inHouston, Texas, USA. The proceedings and all evidence will be in English. The decision and award rendered will be in writing and will be final and binding on you and EndoQuest. You and EndoQuest acknowledge and agree that the Terms of Use and any award rendered pursuant hereto will be governed by the UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Judgment on the award may be entered in any court of competent jurisdiction.

The Rules will govern payment of all arbitration fees. EndoQuest will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

ANY ARBITRATION UNDER THESE TERMS OF USE WILL TAKE PLACE ONLY ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. You and EndoQuest are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS OF USE, YOU AND ENDOQUEST ARE WAIVING ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY AND TO PARTICIPATE IN A CLASS ACTION.

If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor EndoQuest is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth below.

You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: EndoQuest Robotics, Inc., Attn: Info, 9310 Kirby Drive, Suite 100, Houston, TX 77054, postmarked within 30 days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms' arbitration agreement.
If you send the opt-out notice, and/or in any circumstances where the foregoing arbitration agreement permits either you or EndoQuest to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and EndoQuest agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in Houston, Texas.

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with EndoQuest.

Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.

International Use

EndoQuest makes no representation that the Service is appropriate or available for use in locations outside the United States, and accessing the Service is prohibited from territories where doing so would be illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws. If you have reason to believe that accessing the Service is prohibited in your territory, please do not use the Service.

Miscellaneous

If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. EndoQuest may assign, transfer or delegate any of its rights and obligations hereunder without consent. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, in any way (by operation of law or otherwise) without EndoQuest's prior written consent. All waivers and modifications must be in writing signed by EndoQuest, except as otherwise provided herein. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use, and neither party has any authority of any kind to bind the other in any respect. All notices under these Terms of Use will be in writing, in English and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. You and EndoQuest agree that these Terms are the complete and exclusive statement of the mutual understanding between you and EndoQuest, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. Except as expressly set forth in the Terms, you and EndoQuest agree there are no third-party beneficiaries intended under these Terms.

Copyright and Trademark Notices

Unless otherwise indicated, these Terms of Use and all Content provided by EndoQuest are copyright © 2022 EndoQuest Robotics, Inc., all rights reserved. EndoQuest and the EndoQuest logos are marks of EndoQuest Robotics, Inc. The names of companies and products mentioned on the Site and in the Service may be the trademarks of their respective owners.

Contact

If you have any questions regarding our Terms of Use or your dealings at this Site, please contact:

EndoQuest Robotics, Inc.
Attn: Terms of Use

9310 Kirby Drive, Suite 100, Houston, TX 77054 or
Email: info@endoquestrobotics.com

The ELS System is under development, has not been cleared by the FDA and is not for commercial sale in the United States.