TERMS OF USE

Dated: July 6, 2020

This website is subject to these terms of use ("Terms of Use") for Canon Medical Components U.S.A., Inc. (“CMCU,” “we,” “our” or “us”), the CMCU Privacy Statement, and any supplemental terms or agreements ("Other Agreements") provided to you for any of the products, services, solutions, software, websites, forms, mobile and social media pages, and other goods and services offered, owned, or operated by CMCU or your interaction with CMCU’ agents, contractors or employees or subsites (collectively "Services"). This is a legally binding contract in electronic form between you ("you," "your" and "yourself") and CMCU, and its parent, Canon Inc., successors, subsidiaries, affiliates and related entities (collectively, "Canon").

BY ACCESSING, BROWSING, OR USING THE SERVICES, YOU ARE AGREEING TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, TO THESE TERMS OF USE AND THE CMCU PRIVACY STATEMENT, AND MAY USE THE SERVICES AS LONG AS YOU COMPLY WITH THESE TERMS OF USE. THESE TERMS OF USE APPLY WHETHER YOU ARE ACCESSING THE SERVICES OFFLINE OR VIA A COMPUTER, TABLET, MOBILE DEVICE, OR ANY OTHER TECHNOLOGY OR DEVICE NOW KNOWN OR HEREAFTER DEVELOPED (EACH A "DEVICE").

1. ELIGIBILITY

In order to use the Services, you need to (a) be 18 or older, and (b) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws in your country of residence.

2. CHANGES TO THE AGREEMENT

Occasionally we may, in our discretion, make changes to the Services and these Terms of Use. Changes will be effective immediately (except for material changes) upon the posting of the revised Terms of Use to the Services. In the event we make material changes to these Terms of Use, we will notify you prior to the changes taking effect. Please note that if you do not agree to the modified Terms of Use, you may not use the Services. Your continued use of the Services following the posting of the changes or any applicable notice period will mean that you accept those changes.

3. ELECTRONIC COMMUNICATIONS

When you use the Services, submit forms or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email, or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

4. USER COMMUNICATIONS

Other than personally identifiable information, which is covered in the CMCU Privacy Statement, any comments, questions, ideas, suggestions, and any other material you send to us via the Services ("User Communications") will be considered non-confidential and non-proprietary. Canon will have no obligations with respect to User Communications.

You agree that none of your User Communications will include material that:

• may violate any law;

• could interfere with anyone else's use of the Services, including transmitting a virus or any other harmful or potentially harmful component;

• violates the rights of any third party, including copyrights, other property rights, rights of privacy; or

• includes personal or sensitive information regarding yourself or another person.

No Obligation to Monitor. Although you are solely responsible for the content you provide, CMCU may, but is not required to, monitor User Communications. If Canon becomes aware of User Communications that violate these Terms of Use or that CMCU believes to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, CMCU may act to restrict access to or availability of this material, without notice to you and in its sole discretion, or may take other action as described elsewhere in these Terms of Use.

Unsolicited Ideas: CMCU and Canon have been actively engaged in research and development in diversified scientific and business areas for many years. In order to protect the interests of CMCU and Canon in the ideas and information which have been conceived or developed internally, and to avoid possible future misunderstandings with you or others, CMCU does not solicit ideas, inventions, work samples, materials, demos, and the like or agree to receive any confidential information from persons or entities outside Canon. CMCU maintains a strict policy of not accepting or considering any creative ideas, suggestions or materials from the public ("Unsolicited Idea(s)") and therefore you should not submit any Unsolicited Idea(s) to CMCU through this Services or otherwise. CMCU does not wish to receive Unsolicited Idea(s) from you and has expressly advised you not to submit them. If you nonetheless intend to submit an Unsolicited Idea, CMCU strongly recommends that you first consult an attorney in order to evaluate the effect that submitting such an Unsolicited Idea would have on any rights that you might otherwise have.

Nonetheless, if you do send CMCU an Unsolicited Idea that is not already protected by a United States patent or is not public information, it immediately becomes the property of CMCU. By submitting an Unsolicited Idea to CMCU, you agree to convey your ownership interest in the Unsolicited Idea to CMCU, and that CMCU will exclusively own all rights, title and interest therein. Furthermore, CMCU and its designees will be free to use, without any compensation to you whatsoever, any concepts, ideas, know-how or techniques contained in any Unsolicited Idea for any purpose whatsoever, including but not limited to developing, manufacturing, and marketing products using such information. Neither CMCU nor Canon will be liable for such use or disclosure of such Unsolicited Idea or for any similarities in the Unsolicited Idea and any future uses or activities.

5. USE OF SERVICES

You agree that your use of the Services will comply with applicable laws and unless otherwise expressly permitted by Other Agreements, you agree that your use of the Services will strictly be for your own personal and non-commercial use. In addition, you agree not to take any steps in connection with your use of the Services that could adversely affect CMCU or Canon, including engaging in or attempting to engage in the following conduct:

• interrupting the operation of the Services in any manner whatsoever, including by imposing an unreasonable load on the Services;

• deleting or revising any material or other information of Canon or any third party;
• harvesting or otherwise collecting information about others, including email addresses, without their consent;

• deciphering, decompiling, disassembling, or reverse-engineering any of the software comprising or in any way making up a part of the Services;
• defeating, investigating, or providing information concerning methods of defeating security mechanisms, including by allowing another person to access the Services using credentials issued to you, or by falsifying, deleting, or concealing Internet Protocol header, email sender, or other identifying information;
• engaging in conduct that restricts, inhibits or discourages any other person or entity from using or enjoying all or any portion, features or functions of the Services, or which, in CMCU’s judgment, exposes Canon or any of its users, customers, or suppliers to any liability or detriment of any type;
• engaging in conduct affecting Canon adversely or reflecting negatively on Canon, the Services, Canon’s goodwill, name or reputation or causing duress, distress or discomfort to Canon or anyone else, or discouraging any person or entity from doing business with Canon; or
• taking any other action that could endanger or cause damage to Canon, other users of the Services, or other third parties.

CMCU may take any action that it deems appropriate if it determines, in its exclusive discretion, that you have engaged in any of these practices or otherwise violated these Terms of Use. Such action may include termination of your access to the Services or initiation of civil or criminal legal proceedings. Under these circumstances, CMCU may also investigate your use of the Services and provide information about your use to law enforcement.

6. OUR INTELLECTUAL PROPERTY RIGHTS

Copyright: All materials on the Services, including but not limited to images, software, audio, text and video clips (the "Materials"), are protected by copyright under U.S. copyright law, international conventions and other copyright laws. All Materials are owned or licensed by CMCU, Canon, or by their third-party licensors. You cannot use the Materials, except as specified herein. Any unauthorized use of the Materials may violate, without limitation, copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. You may not change the Materials in any way or reproduce, publicly display, distribute or otherwise use the Materials for any public or commercial purpose. Any reproduction of the Materials on any other web site or networked computer environment for any purpose is prohibited.

Trademarks: CMCU trademarks, logos, and service marks and those trademarks, logos, and service marks licensed to CMCU by Canon (collectively, the "Trademarks") displayed on the Services are registered and unregistered marks of CMCU and/or Canon Group. All other trademarks, trade names, product names, service marks and all other non-CMCU marks are the property of their respective owners. Nothing contained on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Services without the written permission of CMCU or such third party that may own other trademarks displayed on the Services. The absence of a product or service name or logo anywhere in the text of the Services does not constitute a waiver of any trademark or other intellectual property rights concerning that name or logo.

7. OTHER AGREEMENTS

CMCU may provide products, Services and solutions under Other Agreements. CMCU’s obligations with respect to any product, service or solution that it makes available to you under any Other Agreement shall be governed solely by the Other Agreements, under which such product, service or solution is provided and these Terms of Use shall not be deemed or construed to alter the terms of such Other Agreements.

8. USE OF SOFTWARE

Any software that is available on the Services is the copyrighted work of CMCU, Canon and/or their licensors. Copying or reproducing the software to any other server or location for further reproduction or redistribution is strictly prohibited, unless such reproduction or redistribution is permitted by a license agreement accompanying such software. You may not create derivative works of the software, or attempt to decompile or reverse-engineer the software unless otherwise permitted by law. Use of the software is subject to the license terms of any license agreement that may accompany or is provided with the software. You may not download any software until you have read and accepted the terms of the accompanying software license.

WITHOUT LIMITING THE FOREGOING, THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE SEPARATE LICENSE AGREEMENT ACCOMPANYING THE SOFTWARE. EXCEPT AS WARRANTED IN SUCH LICENSE AGREEMENT, CMCU, ITS PARENT, SUBSIDIARY, AND AFFILIATE COMPANIES, AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

U.S. Government Restricted Rights: The software available on the Services and accompanying documentation that is downloaded from the Services for or on behalf of the United States of America, its agencies and/or instrumentalities are provided with Restricted Rights. You agree to meet all requirements necessary to ensure that the Federal Government will honor such rights. Disclosure, use or reproduction of the software and accompanying documentation are subject to restrictions set forth at Federal Acquisition Regulation 52.227-14, when applicable, or in the Department of Defense Federal Acquisitions Regulations Supplement 252.227-7013.

Export Controls: Software available on the Services is further subject to United States Export Controls. No software available on the Services may be downloaded or exported (i) into (or to a national or resident of) any country to which the United States has embargoed goods; or (ii) to anyone on the United States Treasury Department's list of Specially Designated Nationals or using the Commerce Department's Table of Deny Orders. By downloading any software, you represent and warrant that you are not located in, or under the control of, or a national or resident of any such country or on any such list.

9. LINKS TO OTHER WEBSITES AND PRODUCTS

Third Party Links: Mention of third party products, companies and websites on the Services is for informational purposes only and constitutes neither an endorsement nor a recommendation of such products, companies, or websites. CMCU makes no representations regarding the quality, safety or suitability of any products by third party companies. Likewise, links to third party sites are provided for your convenience only, and CMCU is not responsible for the content of any site linked to or from the Services. Links from the Services to any other site do not mean that CMCU approves, or endorses or recommends that site. CMCU disclaims all warranties, express or implied, as to the accuracy, legality, reliability or validity of any content on any other site. Viewing of all other sites is at your own risk.

11. AVAILABILITY OF PRODUCTS AND SERVICES

The products and services displayed on the Services may not be available for purchase in your particular country or locality. The reference to such products and services in the Services does not imply or warrant that these products or services will be available at any time in your particular location, or at any price or terms displayed on the Services. We do not warrant that product or services descriptions or other Services content is accurate, complete, reliable, current, or error-free.

INFORMATION REGARDING CMCU PRODUCTS AND SERVICES, INCLUDING THEIR AVAILABILITY, APPEARANCE, PRICE AND SPECIFICATIONS IS SUBJECT TO CHANGE WITHOUT NOTICE. SUCH INFORMATION DOES NOT CONSTITUTE A REPRESENTATION, WARRANTY OR OTHER COMMITMENT BY CMCU WITH RESPECT TO ANY PRODUCT OR SERVICE AND CMCU HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, MERCHANTABILITY, OR SUITABILITY FOR ANY PARTICULAR PURPOSE OR COMPLETENESS THEREOF.

12. DISCLAIMER

YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. THE SERVICES (INCLUDING ALL CONTENT AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICES) ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CMCU MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (1) FOR THE ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY CONTENT PUBLISHED ON OR AVAILABLE THROUGH THE SERVICES, (2) THAT THE SERVER THAT MAKES THE SERVICES AVAILABLE IS FREE OF VIRUSES OR OTHER COMPONENTS THAT MAY INFECT, HARM OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OTHER PROPERTY WHEN YOU ACCESS, BROWSE, DOWNLOAD FROM OR OTHERWISE USE THE SITE, OR (3) THAT CMCU WILL CONTINUE TO PROVIDE THE SERVICES OR, IF WE DO CHOOSE TO PROVIDE THE SERVICES,, THAT ALL OF THE TYPES OF SERVICES WILL CONTINUE TO BE PROVIDED OR THAT THE SERVICES WILL CONTINUE TO FUNCTION THE WAY THAT THEY CURRENTLY DO; OR (4) THAT ANY OF YOUR COMMUNICATIONS WILL BE RETAINED OR STORED ON THE SERVICES FOR ANY PARTICULAR AMOUNT OF TIME.

CMCU DOES NOT WARRANT OR REPRESENT THAT THE CONTENT ON THE SERVICES WILL BE APPROPRIATE FOR ANY PARTICULAR AUDIENCE OR THAT YOU WILL NOT BE HARMED BY VIEWING THE CONTENT ON THE SERVICES. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR DECISION TO ACCESS IT.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, CMCU’S NEGLIGENCE OR GROSS NEGLIGENCE, WILL CMCU, OR ANY OTHER PARTY INVOLVED IN CREATING, HOSTING OR DELIVERING THE SERVICES, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE SITE, EVEN IF CMCU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES.

CMCU DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, TO THE GREATEST EXTENT PERMITTED BY LAW. CMCU ALSO ASSUMES NO RESPONSIBILITY, AND WILL NOT BE LIABLE FOR, ANY DAMAGE TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY, OR FOR ANY LOSS OR CORRUPTION OF DATA ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SERVICES, OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE. NOTWITHSTANDING THE LIMITATION OF LIABILITY CONTAINED HEREIN, IN NO EVENT SHALL CMCU'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES.

13. INDEMNIFICATION

You agree to indemnify, defend and hold CMCU, Canon , and all of their respective agents, directors, officers, employees, information providers, licensors and licensees (collectively "Indemnified Parties") harmless from and against any and all liability and costs and expenses (including, without limitation, attorneys' fees and costs), incurred by the Indemnified Parties in connection with your use of the Services or any claim in connection with or resulting from any breach by you of these Terms of Use. You agree to cooperate fully in CMCU's defense of any such claim. You agree that CMCU shall be entitled to select its own counsel, at your expense, to defend it in connection with any claim subject to indemnification by you. You agree that CMCU, and not you, will have control over the defense of any such claim. You further agree that you will not in any event settle any matter involving CMCU, whether or not the settlement binds or is on behalf of CMCU, without the written consent of CMCU.

14. TERMINATION

CMCU may terminate these Terms of Use and/or suspend or terminate your access to the Services for any reason at any time without notice to you. Applicable sections of these Terms of Use shall survive any termination hereof.

15. APPLICABLE LAWS

These Terms of Use and all matters arising out of or relating to your use of the Services, including all claims and disputes, are governed and interpreted under the laws of the State of New York. You agree that any claim or dispute against CMCU arising out of or relating to the use of the Services must be resolved by a court located in the Eastern District of New York, unless otherwise agreed upon by all parties. Any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, regardless of any statute or law to the contrary. In the event any such claim or cause of action is not filed within such one (1) year period, such claim or cause of action shall be forever barred.

16. GENERAL PROVISIONS

These Terms of Use and the CMCU Privacy Statement , which are incorporated herein by reference, set forth the entire understanding and agreement between you and CMCU with respect to the Services. You acknowledge that any other agreements between you and CMCU with respect to the Services are superseded and of no force or effect. If any provision of these Terms of Use shall be determined to be unlawful, void or for any reason unenforceable by a court or other legal authority of competent jurisdiction, then that provision will be severed from these Terms of Use and will be deemed replaced by an equivalent enforceable provision that, as nearly as possible, reflects the intent of the parties. The severance of any individual provision of these Terms of Use will not affect the validity and enforceability of any remaining provisions.

BY CONTINUING TO USE THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.

© 2020 Canon Medical Components U.S.A., Inc. All Rights Reserved. Reproduction in whole or part without permission is prohibited.