Terms and conditions

Terms of Use
Last Updated: August 6, 2020

Acceptance of the Terms of Use
Welcome to the website of Fresenius Kabi USA (including its divisions and affiliates) (collectively “we,” “us,” or “Fresenius Kabi USA”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of our website at http://www.fresenius-kabi.us/, or any of its sub or micro-sites, including any content, functionality and services offered on or through such website (collectively, the “Website”). The rights of Fresenius Kabi USA set forth herein also extend to Fresenius Kabi USA affiliates in connection with the Website. THESE TERMS OF USE CONTAIN AN ARBITRATION REQUIREMENT FOR UNRESOLVED DISPUTES, CLASS ACTION WAIVER AND LIMITATIONS ON LIABILITY.

Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at [FULL URL TO PRIVACY POLICY], incorporated herein by reference, and that you have the authority to be bound by these Terms of Use, on your and/or the company for which you are an employee or agent. If you do not want to agree to these Terms of Use or the Privacy Policy, you are prohibited from accessing or using the Website. This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with Fresenius Kabi USA.

Please read the Terms of Use and Privacy Policy carefully. By proceeding to access and use this Website, you are agreeing to these terms.

Information Only
Fresenius Kabi USA provides the information and material on this web site for general information only. This information is not intended for or as a substitute for medical advice, treatment or judgment. Fresenius Kabi USA does not provide, and is not intending to provide or providing medical advice, treatment or judgment. Your use of the Website does not in any way create a physician-patient relationship between you and Fresenius Kabi USA or any of its agents, employees, officers, directors or representatives. Please consult with your health care provider before using any product referenced or discussed on this site.

The Website may include forward-looking statements that reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties. These risks and uncertainties could cause actual results to differ materially from those projected. Fresenius Kabi USA reserves the right to change this Website and/or the information on it at any time without notification but disclaims any intent or obligation to update these forward-looking statements or any other information on the Website. You should not place undue reliance on these forward-looking statements.

Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction section below will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Website so you are aware of any changes, as they are binding on you.

Use Only in and for the United States
The information on this web site is intended for use only by patients, health care providers and others in and for the United States. Products shown on this Website may be available in the United States only. If they are available outside of the United States, they may be sold under a different name, in different strengths or for different indications. Other countries may have laws, regulatory requirements, and medical practices that differ from those in the United States and may require references to different or additional information. Because laws, regulations, and medical practices applicable in the United States differ from those in other countries, information on this site may not be appropriate for use, and may not and should not be relied upon, outside the United States.

Intellectual Property Notice
The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Fresenius Kabi USA, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws and may not be reproduced, distributed, modified, used to create derivative works of, publicly displayed, publicly performed, republished, downloaded, stored, transmitted or used in any other way except as provided herein without the express written permission of Fresenius Kabi USA.

Fresenius Kabi USA hereby grants you permission to

  • temporarily store copies of materials in memory incidental to your accessing and viewing those materials;
  • store files that are automatically cached by your web browser for display enhancement purposes; or
  • copy documents published by Fresenius Kabi USA on the Website for your personal, noncommercial use only, provided no modification of content is permitted, and only if any copy you make shall retain all copyright, trademark, or other proprietary notices as on this Website.

Any other reproduction of any material or information on this Website, or of the Website itself, is strictly and expressly prohibited. In particular, material or information on this Website cannot be distributed, modified, posted on a web site or used for public or commercial purposes. No use of any Fresenius Kabi USA trademark, trade name, trade dress, logo, service mark, or product as appearing in this Website may be made without the prior written authorization of Fresenius Kabi USA, except to identify the products or services of Fresenius Kabi USA. If you wish to make any use of material on the Website other than that set out in this section, please contact us by any means set forth below.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Fresenius Kabi USA. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks
The Fresenius Kabi USA name, the terms ‘Fresenius Kabi’ and all related names, logos, product and service names, designs and slogans are trademarks of Fresenius Kabi USA or its affiliates or licensors. You must not use such marks without the prior written permission of Fresenius Kabi USA. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

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

  • 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 US or other countries).
  • To post, submit or transmit any unlawful, infringing, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or otherwise violate any law.
  • 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 Fresenius Kabi USA, a Fresenius Kabi USA employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Fresenius Kabi USA or users of the Website or expose them to liability.

Additionally, you agree not to:

  • Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website.
  • Circumvent, disrupt or disable any security features of the Website.
  • Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
  • Use any manual process to monitor or copy any of the material on the Website 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 Website.
  • 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 Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
  • Link to any part of the Website or cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
  • Otherwise attempt to interfere with the proper working of the Website.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease.

Links to Other Sites
Strictly as a resource to visitors of this Website, Fresenius Kabi USA provides links to other websites, certain of which lead to resources located on servers maintained by third parties over whom Fresenius Kabi USA has no control. Fresenius Kabi USA cannot guarantee, and makes no representations as to information contained on any website to which a link or reference is provided. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites and Fresenius Kabi USA accepts no responsibility for them or for any loss or damage that may arise from your use of them.

Similarly, links to Fresenius Kabi USA web sites by third-party resources does not indicate endorsement or authorization by Fresenius Kabi USA of that third party web site.

User Information
Any “personal information” in electronic communications to the Website is governed by our Privacy Policy. On the other hand, any other communication or material you transmit to this site by electronic mail or otherwise, including any data, questions, comments, suggestions or the like is, and will be treated as, non-confidential and non-proprietary. You understand that anything you post, submit or transmit may be used by Fresenius Kabi USA or its representatives for any purpose, including reproduction, disclosure, transmission, publication, broadcast, and posting. Furthermore, Fresenius Kabi USA is free to use, for any purpose whatsoever and without compensation to you, any ideas, concepts, know-how, processes, or techniques contained in any communication you send, including without limitation, developing, manufacturing, marketing, and selling products and service using such ideas, concepts, know-how, processes, or techniques.

No Warranty or Guarantee
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of 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 WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE AND ITS CONTENT IS AT YOUR OWN RISK. THE WEBSITE AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER FRESENIUS-KABI USA NOR ANY PERSON ASSOCIATED WITH FRESENIUS-KABI USA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, QUALITY, ACCURACY, TIMELINESS OR AVAILABILITY OF THE WEBSITE, ITS CONTENT OR ANY INFORMATION THAT YOU POST, SEND OR TRANSMIT THROUGH THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER FRESENIUS-KABI USA NOR ANYONE ASSOCIATED WITH FRESENIUS-KABI USA REPRESENTS OR WARRANTS THAT THE WEBSITE OR ITS CONTENT 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 WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

FRESENIUS-KABI USA HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE 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 FRESENIUS-KABI USA OR ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS 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 WEBSITE, ANY WEBSITES LINKED TO IT, OR ANY CONTENT ON THE WEBSITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, AND LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. 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 Fresenius Kabi USA, its licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to any use of the Website’s content other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Arbitration

Fresenius Kabi USA and you agree to attempt to resolve any disputes amicably. If, after thirty (30) days we are unable to do so, then you and Fresenius Kabi USA each agree that any claim or controversy of any sort relating to our agreement, the Website or these Terms of Use shall be determined by arbitration in Lake County, Illinois USA, before one arbitrator. At the option of the first to commence an arbitration, the arbitration shall be administered either by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, or by the American Arbitration Association pursuant to its Commercial Arbitration Rules. The arbitrator shall have no power to add to, delete from or modify these Terms. Each of us shall have the right to conduct discovery to which we would be entitled had the dispute been resolved in a state court of general jurisdiction in Illinois. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude either party from seeking provisional remedies in Illinois in aid of arbitration from a court of appropriate jurisdiction. The arbitrator may, as part of the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party. The arbitrator shall only have the authority to resolve individual disputes between you and Fresenius Kabi USA. Notwithstanding the foregoing, in addition to our rights set forth above, we may initiate proceedings directly in the appropriate court located in Lake County, Illinois USA in connection with any claim to collect amounts due and owing by you.

Neither you nor Fresenius Kabi USA shall be entitled to join or consolidate claims in arbitration by or against other customers of Fresenius Kabi USA with respect to other accounts, bring mass, class action, or consolidated claims in arbitration or a court of competent jurisdiction, or arbitrate or litigate any claim as a representative or individual of a class or in a private attorney general capacity. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Arbitration proceedings are confidential, unless all parties agree otherwise in writing. Arbitration orders and awards required to be filed with applicable courts of competent jurisdiction are not confidential and may be disclosed by the parties to such courts. A party who improperly discloses confidential information shall be subject to sanctions. The arbitrator and forum may disclose case filings, case dispositions, and other case information as required by a court order of proper jurisdiction.

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 WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Miscellaneous

  • If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
  • These Terms of Use shall be governed and construed in accordance with the laws of the state of Illinois excluding its choice of law provisions. The United Nations Convention for the International Sale of Goods shall not apply.
  • These Terms of Use, any Terms of Sale (applicable to the purchase of Fresenius Kabi USA products), the Privacy Policy, and other terms or policies defined therein or that Fresenius Kabi USA may post on the Website constitute the entire agreement between Fresenius Kabi USA and you in connection with use of the Website and supersedes any prior agreements between Fresenius Kabi USA and you regarding such use, including prior versions of these Terms of Use.
  • Any rights or obligations hereunder may not be transferred or assigned by you without the prior written consent of Fresenius Kabi USA. Fresenius Kabi USA may freely assign and delegate any of its rights or obligations hereunder.
  • No waiver of by Fresenius Kabi USA of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Fresenius Kabi USA to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

How to Contact Us

If you have any questions about the Website, any Fresenius Kabi USA product, our Privacy Policy or these Terms of Use, or would like to learn more about Fresenius Kabi USA, please contact us by any of the following means: mailing us at Fresenius Kabi USA, Attn: Communication Dept, Three Corporate Drive, Lake Zurich, Illinois 60047or by email at communications.USA@fresenius-kabi.com.