Terms of Use

1. Scope

1.1. Any use of this web site by you (“User” or “you”) provided by Sivantos GmbH (“Sivantos”) and/or any of its affiliates acc. to section 15 et seqq. of the German Stock Corporation Act, (“Sivantos Web Site”), is subject to these Terms of Use. These Terms of Use may be updated and amended from time to time at the sole discretion of Sivantos or may be amended or modified by other terms and conditions, e.g. for the purchase of products and services. Your continued or subsequent access or use of the Sivantos Web Site shall be deemed to be your acceptance of the amended or modified Terms of Use. In accessing or using the Sivantos Web Site these Terms of Use are accepted by you in their then current version. If you do not agree to these Terms of Use, please do not use the Sivantos Web Site.

1.2. In the case of Sivantos Web Site offers aimed at companies or public enterprises, such companies or enterprises are represented by the User and must assume that the User has appropriate knowledge and acts accordingly.

1.3. If the User uses the Sivantos Web Site as business customer, i.e. that it is not acting for purposes which are outside its trade, business or profession, or as administration customer, § 312e of the German Civil Code does not apply.

1.4. Sivantos is not responsible in the event that any information made available to you on the Sivantos Web Site is inaccurate or incomplete. The content of the Sivantos Web Site is provided for general informational purposes only and should not be relied on or used as the basis for making decisions without additional verification as to the completeness, accuracy and currency of the content of the Sivantos Web Site. Sivantos reserves at all times the right (but not the obligation) to modify the content of the Sivantos Web Site without notice to you, including but not limited to making changes or improvements to products, services or other particulars described on the Sivantos Web Site.

2. Services

2.1. This Sivantos Web Site contains specific information and software, as well as related documentation, for viewing or downloading.

2.2. Sivantos may stop the operation of the Sivantos Web Site in full or in part at any time. Due to the nature of the internet and computer systems, Sivantos does not accept any liability for the continuous availability of the Sivantos Web Site.

3. Registration, Password

3.1. Some pages of the Sivantos Web Site may be password protected. In the interests of safety and security, only registered Users may access said pages. Sivantos reserves the right to deny registration to any User. Sivantos also reserves the right to designate access to certain pages on the Sivantos Web Site, which were previously freely accessible, as being subject to registration. Sivantos is entitled, at any time and without obligation to give reasons, to deny a User the right to access the password-protected area by blocking its User Data (as defined below), for example if Sivantos reasonably suspects that the User:

  • has used false data for the purpose of registration;
  • has violated these Terms of Use or neglected its duty of care with regard to User Data; or
  • has violated any applicable laws in the access to or use of the Sivantos Web Site.

3.2. During registration the User shall give accurate information and, where such information changes over time, update such information (to the extent possible: online) without undue delay. The User shall ensure, that its e-mail address, as supplied to Sivantos, is current at all times and is an address at which the User can be contacted.

3.3. Upon registration the User will be provided with an access code, comprising a User ID and a password (“User Data”). On first access the User shall promptly change the password received from Sivantos to a password known only to the User. The User Data allows the User to view or change its data or, as applicable, to withdraw its consent to data processing.

3.4. The User shall ensure that User Data is not accessible by third parties and is liable for all transactions and other activities carried out under its User Data. At the end of each online session, the User shall log-off from the password protected websites. If and to the extent the User becomes aware that third parties are misusing its User Data the User shall notify Sivantos thereof without undue delay in writing (an email will be sufficient for these purposes).

3.5. After receipt of the notice under paragraph 3.4, Sivantos will deny access to the password-protected area under such User Data. Access by the User will only be possible again upon the User’s application to Sivantos to reinstate access or upon registration of new User Data.

3.6. The User may at any time request termination of its registration in writing (an email will be sufficient for these purposes), provided that such termination will not prevent the proper performance of contractual relationships. In such event, Sivantos will remove all User Data and other stored personally identifiable data of the User as soon as these data are no longer needed.

4. Rights of Use to Information, Software and Documentation

4.1. The use of any information, software and documentation made available on or via the Sivantos Web Site is subject to these Terms of Use and subject to any separate license terms previously agreed with Sivantos. Separately agreed to license terms where applicable, for example software downloads, shall prevail over these Terms of Use.

4.2. Sivantos grants User a revocable-at-will, non-exclusive and non-transferable license, which may not be sublicensed, to use the information, software and documentation made available to the User on or via the Sivantos Web Site to the extent agreed, or in the event of no such agreement to the extent of the purpose intended by Sivantos in making same available.

4.3. Software shall be made available at no expense charge in object code. There shall be no right for the source code to be made available. This shall not apply to source code related to open source software, which license conditions take priority over these Terms of Use in the case of transfer of open source software and which conditions require the making available of the source code. In such case Sivantos shall make the source code available in return for the payment of costs.

4.4. Information, software and documentation may not be distributed by the User to any third party at any time nor may it be rented or in any other way made available.The User shall not modify the software or documentation nor shall it disassemble, reverse engineer or decompile the software or separate any part thereof, except where such actions are allowed by mandatory law. The User may make one backup copy of the software where necessary to secure further use in accordance with these Terms of Use.

4.5. The information, software and documentation available on the Sivantos Web Site are protected by copyright laws and international copyright treaties as well as other laws and conventions related to intellectual property. The User shall observe such laws and in particular shall not modify, conceal or remove any alphanumeric code, marks or copyright notices neither from the information nor from the software or documentation, or any copies thereof.

4.6. §§ 69a et seq. of the German Copyright Law shall not be affected hereby. 4.7 As between Sivantos and the User, all content on the Sivantos Web Site is the exclusive property of Sivantos. Any use of such content other than as expressly mentioned in these Terms of Use is expressly prohibited and you agree to abide by any additional restrictions as may be set out in the Sivantos Web Site from time to time. Sivantos neither warrants nor represents that your use of the content on the Sivantos Web Site will not infringe rights of any third parties.

5. Intellectual Property

5.1. Notwithstanding the provisions in paragraph 4 of these Terms of Use, information, brand names and other contents of the Sivantos Web Site may not be changed, copied, reproduced, sold, rented, used, supplemented or otherwise used in any other way without the prior written permission of Sivantos. 5.2. Except for the rights of use and other rights expressly granted herein, no other rights are granted to the User nor shall any obligation be implied requiring the grant of further rights. Any and all patent rights and licenses are expressly excluded. 5.3. Sivantos may, without charge, use any ideas or proposals stored by a User on the Sivantos Web Sites for the development, improvement and sale of its products.

6. Duties of the User

6.1. In accessing or using the Sivantos Web Site the User shall not:

  • harm other persons, in particular minors, or infringe their personal rights;
  •  breach public morality in its manner of use;
  • violate any intellectual property right or any other proprietary right;
  • upload any contents containing a virus, such as a Trojan Horse, or any other program that could damage data;
  •  transmit, store or upload hyperlinks or contents to which the User is not entitled, in particular in cases where such hyperlinks or contents are in breach of confidentiality obligations or unlawful; or
  • distribute advertising or unsolicited e-mails (so-called “spam”) or inaccurate warnings of viruses, defects or similar material and the User shall not solicit or request the participation in any lottery, snowball system, chain letter, pyramid game or similar activity.

6.2. Sivantos may deny access to the Sivantos Web Site at any time, in particular if the User breaches any obligation arising from these Terms of Use.

6.3. You agree to indemnify, defend and hold harmless Sivantos and its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, service providers, subcontractors and suppliers, from and against any and all losses, liabilities, expenses, damages and costs, including reasonable legal fees and court costs, arising or resulting from your use of the Sivantos Web Site and/or any violation of these Terms of Use.

7. Hyperlinks

The Sivantos Web Site may contain hyperlinks to the web pages of third parties. Sivantos has no liability for the contents of such web pages and does not make representations about or endorse such web pages or their contents as its own, as Sivantos does not control the information on such web pages and is not responsible for the contents and information given thereon. The use of such web pages shall be at the sole risk of the User.

8. Liability for defects of title or quality

8.1. Insofar as any information, software or documentation is made available at no charge, any liability for defects as to quality or title of the information, software and documentation especially in relation to the correctness or absence of defects or the absence of claims or third party rights or in relation to completeness and/or fitness for purpose are excluded except for cases involving willful misconduct or fraud.

8.2. The information on the Sivantos Web Site may contain specifications or general descriptions related to the technical possibilities of individual products which may not be available in certain cases (e.g. due to product changes). The required performance of the product shall therefore be mutually agreed in each case at the time of purchase.

9. Other Liability, Viruses

9.1. The liability of Sivantos for defects in relation to quality and title shall be determined in accordance with the provisions of paragraph 8 of these Terms of Use. Any further liability of Sivantos is excluded unless required by law, e.g. under the Act on Product Liability or in cases of willful misconduct, gross negligence, personal injury or death, failure to meet guaranteed characteristics, fraudulent concealment of a defect or in case of breach of fundamental contractual obligations. The damages in case of breach of fundamental contractual obligations is limited to the contract-typical, foreseeable damage if there is no willful misconduct or gross negligence.

9.2. Although Sivantos makes every endeavor to keep the Sivantos Web Site free from viruses, Sivantos cannot make any guarantee that it is virus-free. The User shall, for its own protection, take the necessary steps to ensure appropriate security measures and shall utilize a virus scanner before downloading any information, software or documentation. 9.3. Paragraphs 9.1 and 9.2 do not intend nor imply any changes to the burden of proof to the User’s disadvantage.

10. Compliance with Export Control Regulations

10.1. If the User transfers information, software and/or documentation provided by Sivantos to a third party, the User shall comply with all applicable national and international (re-) export control regulations. In any event of such transfer the User shall comply with the (re-) export control regulations of the Federal Republic of Germany, of the European Union, of the United States of America, of the Republic of Singapore and/or of the United Nations.

10.2. Prior to any such transfer to a third party the User shall in particular check and guarantee by appropriate measures that:

  • There will be no infringement of any embargo imposed by the Federal Republic of Germany, the European Union, by the United States of America, by the Republic of Singapore, by the United Nations and/or by any other applicable national or international (re-) export control regulations by such transfer or by provision of other economic resources in connection with information, software and documentation provided by Sivantos, also considering the limitations of domestic business and prohibitions of bypassing those embargos;
  • Such information, software and documentation provided by Sivantos are not intended for use in connection with armaments, nuclear technology or weapons, if and to the extent such use is subject to prohibition or authorization, unless required authorization is provided; and
  •  The regulations of all applicable Sanctioned Party Lists, including those of the European Union and the United States of America concerning the trading with entities, persons and organizations listed therein are considered.

10.3. If required to enable authorities or Sivantos to conduct export control checks, the User, upon request by Sivantos, shall promptly provide Sivantos with all information pertaining to the particular end-user, the particular destination and the particular intended use of information, software and documentation provided by Sivantos, as well as any export control restrictions existing.

10.4. The User shall indemnify and hold harmless Sivantos from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any non-compliance with export control regulations by the User, and the User shall compensate Sivantos for all losses and expenses resulting thereof, unless such non-compliance was not caused by fault of the User. This provision does not imply a change in burden of proof.

10.5. Sivantos’ obligation to fulfil an agreement is subject to the proviso that the fulfilment is not prevented by any impediments arising out of national and international foreign trade and customs requirements or any embargos or other sanctions.

11. Data Privacy Protection

During the collection, use and processing of personally identifiable data of the User of the Sivantos Web Site, Sivantos shall comply with applicable laws on data privacy protection and in accordance with the Sivantos Web Site Data Protection Privacy Policy, which is available on the Sivantos Web Site.

12. Supplementary Agreements, Place of Jurisdiction, Applicable Law

12.1. Any supplementary agreement to these Terms of Use requires the written form.

12.2. The place of jurisdiction shall be Erlangen if the User is a merchant in terms of the German Commercial Code (Handelsgesetzbuch). Sivantos reserves the right, if it sees fit, to bring proceedings in the courts of the country of your residence.

12.3. The individual pages of the Sivantos Web Site are operated and administered by Sivantos GmbH and/or its affiliates. The pages comply with the law applicable in the country where the responsible company has its business residence. Sivantos makes no representation that information, software and/or documentation on the Sivantos Web Site are appropriate or available for viewing or downloading at locations outside such country. If Users access Sivantos Web Site from outside such country, they are exclusively responsible for compliance with all applicable local laws. Access to Sivantos Web Site’s information, software and/or documentation from countries where such content is unlawful is prohibited. In this case and where User seeks to do business with Sivantos, the User should contact the Sivantos representative for the particular country for country specific business.

12.4. These Terms of Use shall be governed by – and all disputes relating to or in connection with these Terms of Use or their subject matter shall be resolved in accordance with – the laws of Germany, to the exclusion of its conflict of laws rules. The application of the United Nations Convention on Contracts for the International Sales of Goods (CISG) of 11 April 1980 is excluded.