Terms and Conditions – SurgeX Connect

I.   DEFINITIONS

A.  “AMETEK” shall mean AMETEK, Inc. and its affiliates, including officers, managers, and employees.
B.  “SurgeX Service” shall mean the content made available at this domain by AMETEK for the purpose of providing services related to managing and controlling SurgeX products purchased from AMETEK. The SurgeX Service includes locally hosted content (e.g., firmware) on products provided by AMETEK that is accessible by a connected computer device, whether directly or via a local area network.
C.  “You” shall mean the individual accessing and using the SurgeX Service.

II.   SCOPE OF TERMS AND USE
A. You are authorized to access the SurgeX Service, and any information therein, for the limited purpose of using the services provided via the SurgeX Service. You agree that your access to the SurgeX Service will be limited to your own use. You may provide services of your own in relation to the SurgeX Service, including through your authorized employees, contractors, and/or agents, provided that you retain responsibility for their compliance with these Terms in the provision of your services.

B. In addition to these Terms, your relationship with AMETEK may be governed by additional terms of a separate written agreement (e.g., an installer agreement), and any use of the SurgeX Service may be governed by such additional terms. Nothing in these Terms supersedes or negates any obligations of a separate agreement that you may enter into with AMETEK.

C. If you are accessing SurgeX Service on behalf of another person, company, or organization, then you agree that you have the authority to do so and bind that person, company, or organization to these Terms.

D.Absent the express written consent of AMETEK, you may not reproduce or republish any portion of the SurgeX Service, or any software thereof.

E. As a part of using the SurgeX Service, you may upload data for the purpose of using the services therein. AMETEK may use this data solely to provide the SurgeX Service to You, for internal business purposes (e.g., to comply with legal, accounting, corporate, and taxation regulations and requirements), or to render services to You.

F. Nothing in these Terms is intended to, or shall be interpreted to, establish any partnership or joint venture with You, nor establish any agency between the parties to these Terms to make or enter commitments on behalf of the other party.

III. TERM AND TERMINATION: These Terms are effective as of the date of your acceptance and may be terminated by us at any time for any or no reason, including, but not limited to, if you breach any of these Terms or another written agreement you may enter with AMETEK. Upon termination, all rights granted to you under these Terms will terminate and you must cease all use of the SurgeX Service, unless otherwise agreed upon by AMETEK.

IV. PROHIBITIONS

A. You agree not to reverse engineer, decompile, or disassemble any code or compiled software forming part of the SurgeX Service or any portion thereof. You agree not to take any other action to determine the source code or underlying ideas or algorithms of any code or compiled software forming part of the SurgeX Service or any portion thereof. You agree not to access the SurgeX Service for the purpose of duplicating or copying the processes or interfaces contained therein, for yourself or on behalf of a third party. You agree that you are using the SurgeX Service solely on your own behalf or on behalf of your immediate clients, customers, etc.

B. You agree not to encumber, lease, rent, loan, sublicense, transfer, or distribute access to the SurgeX Service or any portion thereof. You agree not to copy, adapt, merge, create derivative works of, translate, port, or otherwise modify the software of the SurgeX Service or any portion thereof. You agree not to use the SurgeX Service or allow the transfer, transmission, export, or re-export of all or any part of the SurgeX Service or any product thereof, in violation of any export control laws or regulations of the United States or any other relevant jurisdiction or permit any third party to engage in any of the foregoing proscribed acts.

C. You agree not to maliciously reduce or impair the accessibility of the SurgeX Service, nor probe, scan, or test the vulnerability of, or circumvent any security mechanisms used by, the sites, computer devices, servers, or networks connected to and/or providing the SurgeX Service, nor upload or distribute any data that contain viruses, corrupted files, or any other similar software, programs, or data input that may damage the operation of the SurgeX Service.

D. You may not access or use the SurgeX Service, or any information provided through it, for any unauthorized purpose. In particular, You may not use the SurgeX Service in any way: (i) that violates any law, rule, or regulation (including any laws, rules, or regulations regarding the export of data or software); (ii) to send or upload, download any material that is illegal, discriminatory, harmful, fraudulent, deceptive, defamatory, or infringes or misappropriates the rights of any third party; (iii) to transmit or procure the sending of any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; (iv) to impersonate or attempt to impersonate any other person or entity; and/or (v) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the SurgeX Service, or which, as solely determined by AMETEK, may harm AMETEK or any other person, including any other user of the SurgeX Service, or expose them to liability.

 V. INTELLECTUAL PROPERTY

A. You acknowledge that the SurgeX Service includes proprietary information and property of AMETEK, including, but not limited to, source code, algorithms, ideas, structure, and organization of the SurgeX Service.

B. You agree to treat any proprietary information in a reasonable manner to maintain the proprietary nature of the information. The SurgeX Service, technical information, and associated intellectual property, including, but not limited to, any inventions (whether patented or not), copyrights, and/or trademarks associated with the SurgeX Service remain the property of AMETEK until entering the public domain or as otherwise agreed to in writing.

C. The contents of the SurgeX Service, including, but not limited to, its appearance, graphics, layout, structure, content, and organization, are the sole and exclusive property of AMETEK or its affiliates. Access provided by AMETEK to the SurgeX Service is not a license, grant, or waiver of any of AMETEK’s proprietary rights to any intellectual property contained therein.

VII. DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY:

A. AMETEK MAKES NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, AS TO THE CONTENT OF THE SURGEX SERVICE, INCLUDING AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS. YOU ACCEPT THE USE OF THE SURGEX SERVICE “AS IS,” AT YOUR OWN RISK. AMETEK EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AMETEK FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY OF THE SURGEX SERVICE REGARDING ACCURACY, QUALITY, RELIABILITY, OR AVAILABILITY. AMETEK MAKES NO REPRESENTATION OR WARRANTY THAT THE SURGEX SERVICE MAY BE AVAILABLE FOR ACCESS BY YOU AND CONTEMPLATES THAT THE SURGEX SERVICE MAY BE UNAVAILABLE FOR ACCESS BY YOU FROM TIME-TO-TIME. AMETEK HAS NO OBLIGATION TO PROVIDE NOTICE TO YOU IF THE SURGEX SERVICE IS UNAVAILABLE FOR ACCESS, REGARDLESS OF WHETHER THAT UNAVAILABILITY IS DUE TO MAINTENANCE OR SOME OTHER REASON.

B. AMETEK shall have no obligation or liability, to You or to third parties, for the failure or disruption of the connectivity or network availability of the SurgeX Service or third-party services provided therein. AMETEK does not guarantee, warrant, or represent that the SurgeX Service will be free from loss, attack, hacking, or other intrusion. AMETEK expressly disclaims any liability for security-related losses or damages. Further, you may experience disruptions or limitations of accessibility due to higher Internet traffic, issues with signal transmission, system capacity, and the like. Any computer system or electronic device accessing the Internet may experience unanticipated outages, slowdowns, or capacity limitations.

C. The SurgeX Service, its software, and the information provided via the SurgeX Service may include typographical errors or inaccuracies. AMETEK does not guarantee, warrant, or represent that the information is up-to-date or without deficiency, and AMETEK disclaims any liability for inaccuracies or errors. Neither AMETEK nor its affiliates shall be obligated to maintain, correct, or update the data, software, or services of the SurgeX Service. The availability or accessibility of the SurgeX Service, and any information therein, may be subject to change without notice.

D. AMETEK is not obligated to inform You of any failures or difficulties experienced by AMETEK or third parties regarding use of the SurgeX Service or the services thereof, nor is AMETEK obligated to take any action therewith, unless prescribed by written agreement.

E. AMETEK shall not be liable to You for any loss, property damage, damage or bodily injury, including, without limitation, direct, indirect, incidental, special, consequential, or punitive damages, whether under a contract, tort or any other theory of law or equity, arising in connection with Your use of the SurgeX Service or any failure, error, interruption, deletion, defect, delay, computer virus, line system failure, loss of data or loss of use relating to the SurgeX Service, even if AMETEK is aware of the possibility of such damages.

VIII. INDEMNIFICATION: You agree to defend, indemnify, and hold harmless AMETEK from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (e.g., reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the SurgeX Service, including, but not limited to, your provision of services in connection with the SurgeX Service, other than as expressly authorized in these Terms or any other written agreement between You and AMETEK.

IX. DATA COLLECTION: Your activity on the SurgeX Service and use thereof may be monitored by AMETEK. The Privacy Policy, posted at the same location as these Terms & Conditions, describes the scope and nature of the use of your data by AMETEK. AMETEK is not responsible for any information or data provided by You to third parties. You assume all privacy, security, and other risks associated with providing any information or data, including personally identifiable information, to third parties.

X. JURISDICTION AND DISPUTES; LIMITATION ON CLAIMS:

A. The SurgeX Service is not intended to submit AMETEK to the laws or jurisdiction of any state, municipality, country, or territory other than those of the Commonwealth of Pennsylvania, the laws of which will govern the enforcement of these Terms and any disputes that may arise in connection therewith. You agree to submit to the exclusive personal jurisdiction and venue of any state or federal court location therein, and, to the fullest extent permitted by law, you waive any and all objections to venue of such courts or the exercise of jurisdiction over you by such courts. AMETEK retains the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. All actions shall be subject to the limitations set forth in these Terms. The language shall be interpreted as to its fair meaning and not strictly for or against either party.

B. Any cause of action by you with respect to the SurgeX Service or products used in connection therewith must be instituted within one (1) year after the cause of action arose or be forever waived and barred.

XI. ENTIRE AGREEMENT: These Terms, along with our Privacy Policy and any additional written agreement you may enter with AMETEK, constitute the sole and entire agreement between You and AMETEK with respect to the SurgeX Service, and supersede all prior or contemporaneous understandings, agreements, representations, and/or warranties (e.g., written, or oral), with respect to the SurgeX Service.

XII. NO WAIVER; SEVERABILITY: No waiver by AMETEK of any term or condition in these Terms shall be deemed a further or continuing waiver of such term or condition, or waiver of any other term or condition. Any failure or delay by AMETEK to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any portion of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such portion shall be eliminated or limited to the minimum extent, such that the remaining portions of these Terms will continue with full force and effect.

XIII. THIRD PARTY SOFTWARE