Terms of Use

Last updated June 13, 2024

SUMMARY

(a) Welcome to Avails Medical! Thanks for using our website to learn more about our in vitro diagnostics platform (our “Platform”) that provides solutions for the global challenge of antibiotic resistance and health-care associated infections. We offer the Platform through our website and through our products and services. We refer to the Platform and any of our other software, applications, products or services, both as available online and through any other medium, that we may offer from time to time herein as the “Services”. Our Services are provided by us – and when we say “us” or “we” that means Avails Medical, Inc, a Delaware corporation (which we also refer to herein as “Avails” or the “Company”) with an address at 1455 Adams Drive, Suite 1288, Menlo Park, CA 94025 USA.

(b) Our website provides information about Avails and our Services, but does not provide any medical advice. Please consult your physician for any such advice.

(c) By using our Services, you are agreeing to these Terms of Service (which we refer to as the “Terms”). Please read them carefully. Please be aware that we may add other features to our Services, so sometimes additional terms or product requirements may apply. Additional terms may become applicable with the relevant Services, and those additional terms will become part of your agreement with us, along with these Terms, if you purchase our products or use those Services. Those additional terms may include sales agreements and supplements and addendums thereto, or clickthrough agreements on our Platform. We may also supplement these Terms with other policies and guidelines which may be published or linked on our website, or may be part of separate sales agreements.

(d) Please note that the “Disputes” section of these Terms contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or any other sorts of representative actions.

(e) The capitalized words used in these Terms are either defined here (generally by using quotes the first time we use the term) or in our Privacy Policy, which is accessible at https://availsmedical.com/privacy-policy/.

WARRANTIES AND LIMITATION OF LIABILITY

(a) Avails makes this website available to you on an “As is” basis. It is your responsibility to ensure that the website is suitable for your intended purposes. We accept no liability as to the suitability or fitness of the website in meeting your needs and we exclude all express or implied warranties, representations, conditions or terms. Avails makes no representations or warranties as to this website, including the accuracy of information. Your use of this site is at your sole risk. Avails is not liable for any direct, incidental, consequential, indirect, punitive, or other damages arising out of your access, use, or inability to use this website, or any errors or omissions in the content of this website. Any links on the avails website to other websites are not controlled by avails and avails has not ensured the accuracy of information on these sites. Avails does not assume responsibility for information provided on this or other sites.

(b) Other than as expressly set out in these terms or any applicable additional terms, neither the company nor its suppliers or distributors make any specific promises about the services. for example, we don’t make any commitments about the content within the services, the specific functions of the services, or their reliability, availability, or ability to meet your needs. we provide the services “as is”.

(c) Some jurisdictions provide for certain warranties, like the implied warranty of merchantability, fitness for a particular purpose and non-infringement. to the maximum extent permitted by law, we exclude all such warranties.

(d) When permitted by law, the company, and the company’s suppliers and distributors will not be responsible for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, or punitive damages.

(e) To the maximum extent permitted by law, the company’s cumulative liability to you or any party related to you for any losses or damages arising out of or relating to this agreement or use of the services will not exceed the amount you actually paid for the applicable portion of the services at issue within the twelve-month period immediately preceding the date of your claim or $100, whichever is greater. this limitation applies to all causes of action or claims in the aggregate, including, without limitation, breach of contract, breach of warranty, indemnity, negligence, strict liability, misrepresentation, and other torts. in no event shall the company be liable to you or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages, or lost profits, regardless of the cause of action on which they are based, even if the company has been advised of the possibility of such damages occurring.

(f) In all cases, the company, and its suppliers and distributors will not be liable for any loss or damage that is not reasonably foreseeable.

INDEMNIFICATION

You agree to indemnify, defend, hold harmless and pay reasonable fees to Avails, its affiliates and their respective officers, directors, employees, agents and representatives from and against any and all loss, costs, and expenses associated with the use of this Site.

FORWARD LOOKING STATEMENTS

This website may contain forward-looking statements, the accuracies of which are subject to risks and uncertainties. Actual events or results may differ materially from these forward-looking statements.

INTELLECTUAL PROPERTY

The use or misuse of Avails’ copyrighted material, trademarks, or other materials is prohibited and may be in violation of laws, statutes, and/or regulations.  The content of this Website, including any images or text, is copyrighted and may not be downloaded, modified, distributed, reused, reposted, or otherwise used without the express written permission of Avails.

You may not frame, link or deep-link this Website to any other website without our prior written consent. Should you wish to frame or set up a link or deep link to our Website please contact us using the contact information on this Site.

DISPUTES

(a) If you’re upset with us, please let us know. We hope that we can resolve your issues quickly and fairly. If we can’t, then these rules will govern any legal dispute involving our Services.

(b) These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules, and the laws of the United States of America. These laws will apply no matter where in the world you live, but if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law.

(c) You and the Company agree that any dispute or claim arising from or relating to the Terms shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms you can find the AAA Rules here), unless otherwise required by law. Arbitration, including threshold questions of arbitrability of the dispute, will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction.

(d) Any arbitration or mediation under the Terms will take place on an individual basis. You understand that by agreeing to the Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action lawsuit. Class arbitrations shall only be available if requested by either party under its Class Action Arbitration Rules and approved by the arbitration entity. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator or mediator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.

(e) Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the Consumer Arbitration Rules.

(f) We’re based in Santa Clara County, California, so any legal action against the Company related to our Services must be filed and take place in Santa Clara County. For all actions under the AAA Rules, the proceedings may be filed where your residence is, or in Santa Clara County, California, and any in-person hearings will be conducted at a location which is reasonably convenient to both parties taking into account their ability to travel and other pertinent circumstances. For any actions not subject to arbitration or mediation, you and the Company agree to submit to the personal jurisdiction of a state or federal court located in or within 50 miles of Santa Clara County, California.

(g) If you are a government agent or entity in the United States using the Services in your official capacity, and you are legally unable to agree to the clauses in this section, then those clauses do not apply to you. In that case, these Terms and any action related to these Terms will be governed by the laws of the United States (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of California.

(h) If we make any changes to this section after the date you last accepted the Terms, those changes will not apply to any claims filed in a legal proceeding against the Company prior to the date the changes became effective. The Company will notify you of substantive changes to this section at least 30 days prior to the date the change will become effective. If you do not agree to the modified terms, you may send the Company a written notification (including email) or close your Account within those 30 days. By rejecting a modified term or permanently closing your Account, you agree to arbitrate any disputes between you and the Company in accordance with the provisions of this section as of the date you last accepted the Terms, including any changes made prior to your rejection.