Terms of Use

Vericel Corporation (“Vericel,” “we,” “our,” or “us”) is pleased to provide you with access to websites providing general informational and educational materials regarding our company and our offerings. This page describes the terms and conditions governing your use of our websites that link to or post these Terms of Use (the “Sites”).

Please carefully read these Terms of Use relating to the use of our Sites. By using our Sites, you agree to these Terms of Use without limitation or qualification. If you do not agree to these Terms of Use, you may not use our Sites.

If you violate any of these Terms of Use, your permission to use our Sites and any content or materials downloadable, printable or otherwise available from the Sites (the “materials”) automatically terminates and you must immediately destroy any copies you have made of the materials.

We reserve the right to revise or update these Terms of Use or any portion of them at any time, as necessary, and will provide notice, on this page, of any such changes, including the date they became effective, by updating this page. You are bound by any revisions and should periodically visit this page to review the current Terms of Use that apply to your use of our website.

Intellectual Property Information

The entire contents of the Sites—including, but not limited to, images and text—are subject to copyright protection. Copyright © 2014-2015 Vericel Corporation. You may not copy the contents of the Sites other than for non-commercial individual reference with all copyright or other proprietary notices retained.  Such copies may not be recopied, reproduced or otherwise redistributed. Except as expressly provided in these Terms of Use, via specific language on the Sites, or by our prior, express written consent, you may not copy, display, download, distribute, modify, reproduce, republish or retransmit any information, text or documents contained in the Sites or any portion thereof in any electronic medium or in hard copy, or create any derivative work based on such images, text or documents. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent or trademark of Vericel, its affiliates or any third party. Vericel prohibits the use of any Vericel trademark, or any related graphic, as a “hot link” to any website unless approved by Vericel.

The trademarks, tradenames, logos, service marks, trade dress and products (collectively the Trademarks”) displayed on the Site are registered and unregistered Trademarks of Vericel or others. The Trademarks displayed on this Site may be protected in the United States and internationally.

Nothing contained on the Site should be construed as granting by implication, estoppel, or otherwise, any license or right to use any of the Trademarks displayed on the Site without the prior written permission of Vericel or any third party that may own the Trademarks displayed on the Site. Your use of the Trademarks displayed on the Site or any other content on the Site, except as provided in these Terms of Use, is strictly prohibited and may be in violation of copyright law, trademark law, the law of slander and libel, the law of privacy and publicity, and communications regulations and statutes. You are also advised that Vericel reserves the right to strictly and aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

No Medical Advice

The Sites do not provide medical advice.

The Sites and the materials contained in them are intended for educational purposes only. They are not intended to persuade any person with regard to medical treatment of an existing or potential medical condition.  They are not a substitute for actual medical care. Persons requiring diagnosis or treatment, or who have specific questions related to their condition or care, are urged to contact their health care provider.  Individuals should not disregard medical advice or delay in seeking it because of the materials presented in the Sites.

Doctors prescribing prescription drugs and other medications and therapies are advised to check the product information sheet accompanying each drug to verify conditions of use and identify any changes in dosage or contraindications, particularly if the agent to be administered is new or infrequently used.

Third Party Content and Links

We may provide links to information provided by third parties as a courtesy. By providing these links, we are not endorsing, adopting or agreeing with any of the content of the linked sites or the products or services of those third parties. We have no obligation to review and do not control the content of third parties and that content is not part of the Sites. We expressly disclaim any responsibility for the content of all third party sites linked from the Sites and the products or services of those third parties. We do not make any representations or warranties regarding the content or accuracy of any information on third party websites or the products or services of third parties and shall have no liability for any damages or injuries of any kind arising from such content or information. We urge you to use discretion when you access any third party information linked from our Sites.

Information for Investors Regarding Forward-Looking Statement

The Sites may contain forward looking statements, including statements regarding Vericel’s future financial performance and strategy. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in these forward-looking statements. These risks and uncertainties include, among others, our ability to successfully complete preclinical and clinical development of our products and services; the content and timing of submissions to and decisions made by the FDA, the EMEA and other regulatory agencies; the accuracy of our estimates of the size and characteristics of the markets to be addressed by our products and services; market acceptance of our products and services; the availability and amount of reimbursement for our products and services from third-party payors; our ability to expand the use of current products in existing and new indications and to otherwise effectively manage our growth; our ability to manufacture sufficient amounts of our products and to do so in a timely and cost-effective manner; our ability to establish and maintain strategic license, collaboration and distribution arrangements and to manage our relationships with collaborators, distributors and partners; and the other factors described under the headings “Risk Factors” and “Note  Regarding Forward-Looking Statements” in Vericel’s most recent public filing made with the U.S Securities and Exchange Commission. A further list and description of these and other risks, uncertainties and other matters can be found in Vericel’s most recent Annual Report on Form 10-K and subsequent Reports on Forms 10-Q and 8-K, all of which are available here http://investors.aastrom.com/sec.cfm  and at www.sec.gov. Vericel assumes no obligation to update any forward-looking statements. Forward-looking statements speak only as of the date first made, unless another date is indicated. We caution you not to place substantial reliance on the forward-looking statements.

User Submissions

Subject to the provisions of our Privacy Policy, you understand that any information, ideas, or concepts that you provide to us via the Sites, by electronic email, or otherwise is provided on a non-confidential basis. If you submit information via the Sites, you agree that we may use any information or materials you submit without limitation and you grant us a royalty-free, perpetual, irrevocable, worldwide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display any and all information you provide us for any purpose in any media, form, format, or forum. You also agree that you will not upload or transmit any information that (a) infringes or violates applicable law or the rights of any party; (b) contains a virus or any malicious code; or (c) as determined in our sole discretion, contains, harmful, profane, obscene, pornographic or otherwise offensive material or information.

Although Vericel may from time to time monitor or review e-mails, discussions, postings, transmissions, and similar user content on the Sites, Vericel is under no obligation to do so and assumes no responsibility or liability arising from any such content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information provided by users on the Sites. Vericel reserves the right, but has no corresponding obligation, to remove any content at our discretion and to fully cooperate with any law enforcement authorities or court order requesting or directing Vericel to disclose the identity of anyone posting any such information or materials.

As a user of the Sites, you are responsible for the accuracy of the information that you provide to us, including, but not limited to, your state license number and your professional representation where applicable.

User Responsibilites

You acknowledge and agree that your use of the Sites is governed by the Terms of Use.  Vericel may terminate your access to the Sites or parts thereof at any time and without notice if we determine, in our sole discretion, that you may have breached these Terms of Use.

We may require you to register with us or obtain a password to access some features of the Sites.  You acknowledge and agree that you are responsible for maintaining the security and confidentiality of your password and login ID, and that you are responsible for all uses of your login ID.  You agree to notify us immediately if you suspect or become aware of unauthorized use of your login ID, password, or account.  You acknowledge that you may be held liable for any loss or harm incurred by us or others due to someone else using your login ID, password, or account as a result of your failure to keep the information secure or confidential.

You agree to comply with all applicable laws, rules, and regulations when using the Sites. You agree to not take any action that interferes with the proper working of the Sites, compromises the security of the Sites, or otherwise damages the Sites or any materials and information available through the Sites. You agree not to use the Sites for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes our rights or the rights of others.

You agree not to attempt to gain unauthorized access to any portion or feature of the Sites, to any other systems or networks connected to the Sites, to any of our servers, or to any of the services offered on or through the Sites.

You agree not to probe, scan, or test the vulnerability of the Sites or any network connected to the Sites, not to breach the security or bypass the authentication measures on the Sites or any network connected to the Sites, and not to upload any viruses or other malicious code to the Sites. You agree not to attempt to reverse-look-up, trace, or seek to obtain any information about any other user of or visitor to the Sites, including information associated with any account not registered to or managed by you. You agree not to use the Sites, or any service or information made available or offered by or through the Sites, in any way where the purpose is to reveal any information, other than your own information or information that we make available to you through the Sites.

You agree not to use any automated means to collect information or content from or otherwise access the Sites, including but not limited to through the use of technical tools known as robots, spiders, or scrapers, without our prior permission.

Linking to Vericel’s Website

Linking to the Sites, or parts thereof, requires our prior, express written consent.  Any linking to the Sites or parts thereof (regardless of whether such consent has been obtained) indicates that you accept the Terms of Use and indicates your agreement that you:

  1. May link to, but not replicate, content on the Sites;
  2. Shall not frame or otherwise create a browser or border environment around content from the Sites;
  3. Shall not imply that Vericel is endorsing you or your products or services;
  4. Shall not misrepresent your or your site’s relationship with Vericel;
  5. Shall not present false, misleading or inaccurate information about Vericel or our products on your site or otherwise disparage our products;
  6. Shall not use Vericel’s logos without our express prior written permission;
  7. Shall not include content on your website or other platform that is or could be – construed as illegal, distasteful, offensive or controversial and shall include only content that is appropriate for all age groups; and
  8. Will comply with all applicable laws, rules, and regulations.

Vericel reserves the right to revoke its consent to a link at any time and in its sole discretion.

Disclaimer of Warranties

Your use of the Sites is at your own risk.  The Sites and all of the information contained therein are provided for information purposes only.  Without limiting the foregoing, all information on the Sites is provided “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VERICEL DISCLAIMS ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.  VERICEL MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, CURRENTNESS, SUITABILITY, OR TIMELINESS OF THE SITE OR ANY PART THEREOF.

PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. SO, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Vericel does not warrant that the Sites will operate error-free or that the Sites and its servers are free of computer viruses and other harmful goods. If your use of the website or the materials results in the need for servicing or replacing equipment or data, Vericel is not responsible for those costs.

Limitation of Liability

IN NO EVENT SHALL VERICEL, ITS AFFILIATES, SUPPLIERS, OR ANY THIRD PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITES BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM YOUR ACCESS TO, USE OF, RELIANCE ON, OR INABILITY TO USE THE SITES, THE MATERIALS CONTAINED IN THE SITES, OR THE MATERIALS CONTAINED IN THIRD-PARTY WEBSITES LINKED FROM THE SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VERICEL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VERICEL ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES THAT YOU MAY INCUR AS A RESULT OF A VIRUS, WORM, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, BROWSING THE SITES, OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITES.

IN NO EVENT SHALL VERICEL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITES.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES. SOME OF THE ABOVE LIMITATIONS MAY THEREFORE NOT APPLY TO YOU. TO THE EXTENT THAT APPLICABLE LAW DOES NOT PERMIT ANY OF THESE EXCLUSIONS OR LIMITATIONS OF LIABILITY, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.

Indemnity

You agree to defend, indemnify, and hold harmless Vericel, its affiliates, officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Sites and the materials contained therein (including software); your breach of these Terms of Use of Use; or your violation of any third-party rights, including any copyright, trademark, trade secret, or privacy rights related to any information submitted by you via the Sites. Vericel shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding.

Additional Terms for Ordered Products

The order, purchase, and/or sale of any products from Vericel, its affiliates, and/or their suppliers are subject to the terms associated with the applicable purchase order or written agreement between the parties.

Privacy

Vericel’s Privacy Policy is incorporated into these Terms of Use, and explains Vericel’s practices regarding the collection, use and disclosure of information that you may provide through the Sites. By using the Sites and whenever you submit information through the Sites to Vericel, you agree with the terms of Vericel’s Privacy Policy.

Void Where Prohibited

The Sites and their contents are intended for use in the U.S. Although the information on the Sites may be accessible to users outside of the U.S., the information on the Sites pertaining to Vericel’s products and services is intended for use only by residents of the U.S. Other countries may have laws, regulatory requirements and medical practices that differ from those in the U.S. The Sites may link to other sites produced by Vericel’s various operating divisions and subsidiaries, some of which are outside the U.S. Those sites may have information that is appropriate only to that particular originating country. Vericel reserves the right to limit provision of our products or services to any person, geographic region or jurisdiction and/or to limit the quantities or any products or services we provide. Any offer for any product or service made on the Sites is void where prohibited.

Dispute Resolution

You and we agree that in the event of any dispute between us arising from your use of the Sites or these Terms of Use, the aggrieved party will first try to resolve the dispute informally by communicating the nature of the dispute to the other party. If we are unsuccessful in resolving our disputes in this manner within a reasonable time period, we agree that any claims arising in connection with your use of the Sites or these Terms of Use must be brought by the aggrieved party within one year of the date of the event giving rise to such a claim.

The Sites are operated from our offices in the Commonwealth of Massachusetts, U.S.A. These Terms of Use shall be governed by and construed in accordance with the laws of the United States of America and the Commonwealth of Massachusetts without regard to any conflict of law provisions thereof. Any action related to these Terms of Use shall be brought only in the state and federal courts located in the Commonwealth of Massachusetts and all parties waive any objection to the personal jurisdiction of and venue in such courts.

Miscellaneous

If any provision of these Terms of Use of Use is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of these Terms of Use of Use shall remain in full force and effect. Any provision of these Terms of Use of Use held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. The parties further agree to replace such invalid or unenforceable provision of these Terms of Use of Use with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable provision.

These Terms of Use of Use represent the entire agreement between you and Vericel relating to the subject matter herein and shall not be modified except by Vericel as provided herein or through a written document signed by both parties.

Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.

Contact

If you have any question regarding these Terms of Use of Use, please contact us at info@vcel.com.
These Terms of Use were last updated: 9/9/2015