Terms and Conditions of Use

VERICEL CORPORATION WEB SITE TERMS OF USE
(Updated and Effective: January 2017)

Vericel Corporation and affiliates (together, "Vericel"; or "we";) welcome our web site users. Please read the Terms of Use before using or submitting information on any of our web sites. YOUR USE OF ANY VERICEL WEB SITE IS SUBJECT TO THESE TERMS OF USE. BY ACCESSING AND USING ANY OF OUR WEB SITES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. Your access of the Vericel web site for the limited and exclusive purpose of reviewing these Terms of Use does not constitute your acceptance unless you make any further access or use of our web site.

Vericel web sites are intended for lawful use by U.S. adults only and are intended to comply with U.S. laws and regulations. All information provided on Vericel websites is for general informational and educational purposes only. Certain sections of Vericel web sites, or certain Vericel web sites, may be intended for use by health care professionals only. In those cases, health care professionals will be asked to self-identify before proceeding to such pages or web sites.

Updates to the Site and these Terms of Use

We reserve the right at any time to without notice modify or discontinue, temporarily or permanently, this or any web site or any portion thereof. Vericel may also, at any time, revise these Terms of Use. Any such changes to the Terms of Use will be posted on this page, and we will update the "Updated and Effective"; date to reflect the date of the changes. By continuing to use this or any Vericel web site after the posting of such changes, you are bound by any such revisions and should therefore periodically visit this page to review the then current Terms of Use.

Availability of the Site 

Access to the Site is permitted at Vericel's discretion. Vericel reserves the right to withdraw, amend, or restrict the services we provide on this Site without notice.

Right to Alter or Remove Content. Right to Suspend Accounts

Vericel reserves the right to alter or delete materials from this or any Vericel web site at any time at its sole discretion. Vericel reserves the right to remove any abusive, illegal, or incorrect user postings or third party content from this or any Vericel web site at any time at its sole discretion. Vericel reserves the right to suspend or terminate any and all accounts you have created on a Vericel web site for your violation of any laws, regulations, or the Terms of Use.

Privacy

Vericel is committed to privacy for our web site users. Please see Vericel's Privacy Policy, the terms of which are incorporated into these Terms of Use, for more information.

Medical Information Provided is Not a Substitute for Medical Advice and Attention 

Your use of any Vericel web site is governed by the Terms of Use. The information and advice published or made available through this web site is for informational purposes only, is not a substitute for professional medical advice or services, and does not constitute a physician-patient relationship. You should not use the information on this web site for diagnosing or treating a medical or health condition. You should consult a physician or other health care provider in all matters relating to your health, and particularly in respect to any symptoms that may require diagnosis or medical attention. Any action on your part in response to the information provided in this web site is at your discretion. Vericel makes no representations or warranties with respect to any information offered or provided on or through any Vericel web site regarding treatment, action, or application of medication.

Content

Vericel will use commercially reasonable efforts to include current, accurate content on Vericel web sites, but your access and use of this web site and the content herein is undertaken at your own risk and is expressly subject to the Terms of Use.

Forward-Looking Statements

The information included in (or accessible from) this or any Vericel web site may contain forward-looking statements that involve risks and uncertainties, including statements with respect to the safety, efficacy, potential benefits, and successful development of Vericel's pharmaceuticals under development. Among the factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: the submission, acceptance, and approval of regulatory filings; the results of clinical trials with respect to products under development; the scope of Vericel's patent protection with respect to such product candidates; the commercial success of Vericel's products; the ability of the company to attract and retain qualified personnel; the performance of Vericel's licensees; the availability of sufficient funds to continue research and development efforts; and certain other factors that may affect future operating results and are detailed in any periodic reports filed with the Securities and Exchange Commission.

Third Party Web Sites and Links

Certain links on Vericel web sites may lead to sites or sources located on servers maintained by third parties over which Vericel has no control. If you use these links, you will leave Vericel's web site. Please remember that linked sites are not necessarily Vericel sites and the information could change without Vericel's knowledge. Third party linked sites and their contents should not be attributed to Vericel (or any of its affiliated companies) in any manner. Vericel has not attempted to verify the truth or accuracy of any third party or content and does not make any representations or warranties about them. If you decide to access any of the third party sites linked to this Vericel web sites, you do so entirely at your own risk.

User-Provided Content

This web site may make chat rooms, forums, Listservs and message boards available to its users. By accessing and using any such features, or by in any other manner sending information to Vericel, you represent that you are solely responsible for all the content, including, but not limited to text, photographs, caricatures, illustrations, designs, icons, articles, audio clips, and video clips (collectively, User Content) that you post, e-mail, or otherwise transmit via this Site.  You represent by posting that your User Content complies with all applicable laws and regulations, including, but not limited to, the Digital Millennium Copyright Act.

Vericel does not control User Content posted or otherwise transmitted via our web sites and does not guarantee the accuracy, integrity, or quality of such User Content. Any communications you send to this internet site or otherwise to us by electronic mail, with the exception of Personally Identifiable Information as defined in the Vericel Privacy Policy, shall be deemed to be non-confidential and we shall have no obligation of any kind with respect to such information and shall be free to reproduce, use, disclose, and distribute the information to others without limitation. We shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products incorporating such information.

You will indemnify and hold harmless us, our affiliates, and each of our and their respective directors, officers, managers, employees, shareholders, agents, representatives and licensors, from and against any liability of any nature arising out of related to any content or materials displayed on or submitted via the web site by you or by others using your username and password. You also grant us a royalty-free, perpetual, irremovable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, or distribute in any manner or medium the materials you post or submit via such features. The foregoing grant includes the right to exploit any proprietary rights in such posting or submission, including, but not limited to, rights under copyright, trademark or patent laws that exist in any relevant jurisdiction.

If you believe that material on our web sites infringes your rights under copyright law, please inform our designated copyright agent by sending written notice by U.S. Mail to:

Vericel Pharmaceuticals Inc.
Attn: Office of the General Counsel
64 Sidney Street
Cambridge, MA 02139

Or by email to:  mail@vcel.com

Please include the following information in your written notice: (1) a detailed description of the copyrighted work that is allegedly infringed upon; (2) a description of the location of the allegedly infringing material on the Site; (3) your contact information, including your address, telephone number, and, if available, email address; (4) a statement by you indicating that you have a good-faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent, or the law; (5) a statement by you, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner's behalf; and (6) an electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement.

No Confidentiality

No confidential relationship shall be established in the event that any user of this web site should make any oral, written or electronic response to Vericel (such as feedback, questions, comments, suggestions, ideas, etc.). Such response and any information submitted therewith shall be considered non-confidential, and Vericel shall be free to reproduce, publish or otherwise use such information for any purposes whatsoever, including, without limitation, the research, development, manufacture, use or sale of products incorporating such information.

 

NO WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION

NO WARRANTY

Information accessed through any Vericel web site is presented in summary and interactive form and is not exhaustive. VERICEL MAKES NO WARRANTIES OR REPRESENTATIONS AS TO ITS ACCURACY, RELIABILITY, CURRENCY, AVAILABILITY OR COMPLETENESS. THIS INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

FURTHERMORE, VERICEL DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION AT THIS SITE AND MAY MAKE CHANGES TO THE INFORMATION AT THIS SITE, INCLUDING TO THE PRODUCTS, SERVICES, OR PRICES DESCRIBED AT THIS SITE, AT ANY TIME WITHOUT PRIOR NOTICE TO USERS OF THIS SITE. INFORMATION AT THIS SITE THAT IS PERIODICALLY UPDATED MAY NOT BE CURRENT AT THE MOMENT YOU VISIT THIS SITE AND MAY CONTAIN ERRORS. VERICEL MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS; THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT MESSAGES OR REQUESTS WILL BE DELIVERED; THAT DEFECTS WILL BE CORRECTED; OR THAT THIS SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

VERICEL MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SITE AND ANY GOODS OR SERVICES PURCHASED THEREFROM.

In jurisdictions that do not recognize exclusion of implied warranties, the above exclusion may not apply.

LIMITATION OF LIABILITY

Vericel does not accept any liability for consequences arising from the use or misuse of any information provided on our web sites. YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL VERICEL OR ITS AGENTS, AFFILIATES, PARTNERS, OR LICENSORS  BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, ARISING OUT OF ACCESS TO, USE OF OR INABILITY TO USE A VERICEL WEB SITE, ANY ERRORS OR OMISSIONS IN THE WEB SITE CONTENT, YOUR RELIANCE ON ANY SUCH CONTENT, OR ANY OTHER INFORMATION OR INTERNET SITE WHICH LINKS TO THIS WEB SITE.  In no event will Vericel, its Service Providers, or any other party involved in creating, producing, or delivering this site be liable to you in any manner whatsoever for any design made or action or non-action taken by you in reliance upon information provided through this site.  Applicable law may not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply.

Indemnification

You agree to indemnify, defend and hold harmless Vericel, its officers, directors, employees, subcontractors, and agents from and against all losses, expenses, claims, damages and costs, including reasonable attorneys' fees, resulting from any violation by you of these Terms of Use.

 

Intellectual Property

Copyrights/Trademarks

All material on the Site including, but not limited to, pictures, illustrations, designs, icons, text, audio clips, and video clips (collectively, Site Content) and all intellectual property rights therein, are owned, controlled, or licensed by Vericel or other individuals or organizations and are protected by worldwide copyright laws. You may use Site Content for your personal use for non-commercial purposes but no modification or further reproduction of content is permitted. The Site Content may not otherwise be copied, downloaded, reproduced, deleted, modified, republished, retransmitted, displayed, or used to create derivative works or performances, except as provided herein, without the express written permission of Vericel.

Names, trademarks, service marks, trade names, trade dress, logos and Vericel products appearing on this site , including the "Vericel" logo, are trademarks and service marks owned by Vericel Pharmaceuticals Inc. or its subsidiaries or affiliates or another company. These marks are protected in the United States and internationally and may not be used for advertising or publicity purposes, or to indicate any affiliation with or endorsement by Vericel, except with the express written permission of Vericel. Nothing contained herein shall be construed as conferring, by implication, estoppel or otherwise, any license or right under any patent or trademark of Vericel or any third party. Except as expressly provided above, nothing contained herein shall be construed as conferring any license or right under any Vericel copyright or trademark.

Vericel is licensed to use all intellectual property in the content of this Site and reserves the right to pursue any intellectual property infringement in the courts of the country where Vericel suffers damage. No license is granted to you to use any trademark of Vericel or Affiliates. You shall not assert any claim or ownership to any such trademarks.

Non-Commercial Use

Vericel gives you permission to copy pages of Vericel web site documents published herein on the Internet for non-commercial use only, provided any copy of these documents that you make shall retain all copyright and other proprietary notices and any disclaimers contained herein.

Governing Laws; Enforcement

Use of this web site, the Terms of Use, and the Privacy Policy are governed by the laws of the Commonwealth of Massachusetts without reference to choice of law doctrine. Any legal action or proceeding related to this web site shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Massachusetts. If any provision of the Terms of Use is held to be unlawful, void or unenforceable, then such provision shall be severable without affecting the enforceability of all remaining provisions.