This website is operated by Heraeus Noblelight America LLC and/or its affiliates (“Heraeus”, “we”, or “us”). These Website Terms and Conditions, including any amendments or supplements (these “Terms”), apply to this website and to the websites referred to herein (collectively, this “Site”) and form a contract between Heraeus and any individual or entity accessing or using this Site (“you”).

By accessing or using this Site or by utilizing the services accessed through this Site you agree to be legally bound by the following:

A. These Terms - These terms govern and use of this Site

B. Heraeus Noblelight America LLC – Privacy Policy (“Privacy Policy”) - The Privacy Policy applies to the information acquired through this Site

C. Heraeus Noblelight America LLC Standard Terms of Sale (“Sale Terms”) - The Sale Terms apply to sale transactions between Heraeus and its customers

These Terms are comprised of two parts. Article I contains general provisions which govern the use of this Site. Article II sets forth provisions specifically applicable to the WebShop portion of this Site and the services available through the WebShop (the “Online Services”).

If there is a conflict between these Terms and the Sale Terms, the conflict will be resolved in favor of the Sale Terms. Your agreement to the Sale Terms does not oblige Heraeus to grant you access to any particular Online Services. Heraeus may grant or revoke such access in its sole discretion.

IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS, YOU ARE NOT PERMITTED TO ACCESS OR USE THIS SITE, THE WEBSHOP, THE ONLINE SERVICES, OR ANY INFORMATION OR CONTENT CONTAINED ON THIS SITE.

We may amend these Terms, the Privacy Policy, or the Sale Terms at any time by posting a revised version. The revised version will be effective at the time we post it.

ARTICLE I – GENERAL PROVISIONS

Section 1. Use of the Site.

1.1. Ownership; Limited License. You agree that all right, title and interest to this Site and its contents, including but not limited to the Site’s background intellectual property, Heraeus’s graphics, logos, marks, and other identifiers, and any software, code, components, and related documentation delivered through this Site (“Software”), are the property of Heraeus or other third parties. You are granted a nonexclusive, non-transferrable, revocable, limited license to access this Site and the Software for informational purposes, subject to the limitations set forth in these Terms (the “Limited License”). If you use any particular Online Services, the scope of the Limited License will cover those Online Services. Heraeus may revoke the Limited License, generally or selectively, at any time for any or no reason.

1.2. Limitations on Use. You may not exploit the Site or Software commercially or use this Site or Software in any manner other than for personal information or for the purposes expressly described in the Site. Without limiting the generality of the foregoing, you are not permitted to use this Site or Software in any manner that: violates applicable law; infringes the intellectual property rights of any party; leads to abusive or deceptive practices; or is harmful (or intended to be so) to the safety, business or reputation of any party. You may not copy, distribute, modify, create derivative works of, tamper with, rent, lease, distribute, sublicense, combine with your own programs, sell or otherwise transfer, monitor, scan, reverse-engineer, or introduce malware into this Site, Software, or any part thereof. You may not encourage, assist, or authorize any third party to engage in any of the activities prohibited by this Section or any other improper activities in connection with the Site, or Software. Minors (under 18 years of age) may not use the Site, or Software. This list of restrictions is not exhaustive. It provides guidance.

1.3. Contributions. When providing Heraeus with content or posting content to this Site, you represent and warrant that such content does not infringe the intellectual property rights of any third party. You also grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, and sublicensable license to exercise any and all intellectual property rights you have in the content, in any media known now or in the future; subject, however, to laws on safeguarding personal and financial information.

1.4. Registration. Certain areas of this Site may require you to register in order purchase or to receive information about Heraeus products or services. You agree to provide Heraeus accurate and complete registration information, update such information as it changes, and Heraeus reserves the right to request certain personal information from you in order to verify your identity. Heraeus may allow or deny registrations in its sole discretion. You are responsible for maintaining the security of any codes you use to access this Site, and for keeping your mailing address and email address current in your profile.

1.5. Electronic Communications. When you use any Online Service, or send e-mails, text messages, or other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications (including but not limited to disclosures, agreements and notices) from us electronically via the contact information you submit to us, and you agree that all such communications satisfy any applicable legal requirement that such communications be in writing.

Except as otherwise stated in these Terms or in other agreements between you and Heraeus, notices to Heraeus must be sent via email to: yuri.rozenfeld@heraeus.com, or via certified mail to Heraeus Noblelight America LLC, 770 Township Line Road, Suite 300, Yardley, Pennsylvania 19067 Attn: Legal Department.

Section 2. Limitations of Our Liability to You.

PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS HERAEUS’S LIABILITY TO YOU, EVEN IN THE EVENT THAT YOU INCUR DAMAGES ARISING FROM USING THIS SITE.

2.1. Warranty Disclaimer. We prepared the content and other information contained on this Site as a convenience. It is not intended to constitute advice or recommendations upon which you may rely.

ALL CONTENT ON THIS SITE IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS.

WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THIS SITE, THE WEBSHOP, THE ONLINE SERVICES, THE SOFTWARE, AND THE SITE’S CONTENTS (INCLUDING PRICE DATA AND TRANSACTION DATA), AND THE RESULTS OBTAINED FROM USING THE ONLINE SERVICES, WHETHER IMPLIED, EXPRESS, STATUTORY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE, TITLE, AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. WE MAKE NO WARRANTY THAT THIS SITE, THE WEBSHOP, THE SOFTWARE, THE ONLINE SERVICES, OR THEIR CONTENTS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED.

2.2. Limitation of Liability. Your exclusive remedy for any dispute with us arising from this Site and the Online Services is for you to discontinue use of this Site. We will not be liable to you (or to any third party claiming under or through you) for any loss, injury, claim, or indirect, special, incidental, consequential, punitive, or exemplary damages (even if we knew or should have known of the possibility of such damages) arising from: your use of, or inability to use, this Site or the Online Services; or any actions or omissions of a third party acting through you or for your account, whether authorized by you or not. We will not be liable to you for any claims for lost profits, lost data, loss of goodwill, work stoppage, computer failure or malfunction, other commercial damages or losses, or on account of the negligence, nonfeasance, misfeasance, malfeasance, or breach of fiduciary duty of or by your advisers. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions our liability will be limited to the lesser of: the minimum extent required by law; and $1,000. This limitation of liability shall exclude obligations that we expressly assume under the Sale Terms.

2.3. Links to Third Party Sites. This Site may contain links to websites owned and operated by parties other than us. We do not control such websites and are not responsible or liable for their content or accuracy. We do not endorse such websites, and we accept no liability for any information, products, advertisements, content, services or software accessible through these third-party websites, for business and privacy practices of such third parties, or for any action you may take as a result of linking to any such website.

2.4. Indemnification. You must defend, indemnify, and hold harmless us, our employees, contractors, officers, directors, agents, affiliated companies, suppliers, successors, and assigns from all liabilities, claims, demands and expenses, including attorneys’ fees, made by any third party that arise from your use of this Site is: contrary to applicable law; in a manner not consistent with these Terms or any other agreement with Heraeus; or in violation of the rights of any third party. The foregoing indemnification obligation does not apply to liabilities, claims, demands and expenses arising from our own gross negligence or intentional misconduct.

2.5. Editorial Control. We may review and in some cases remove content provided by users or third party content providers on this Site. We do not undertake any obligation or liability with respect to any removed content. Any statements or other information made on this Site by users or third parties is not that of Heraeus.

Section 3. General Provisions.

3.1. Entire Agreement. These Terms and any other policies, agreements or special terms we may post on this Site constitute the entire agreement between us and you in connection with your use of this Site, and supersede any prior agreements between Heraeus and you regarding use of this Site (including prior versions of these Terms).

3.2. Governing Law. These Terms are governed by the laws of the State of New York, controlling United States Federal law, and the Federal Arbitration Act, without regard to any conflicts of law provisions. All parts of these Terms apply to the maximum extent permitted by law.

3.3. Dispute Resolution.

3.3.1. Binding Arbitration. Any dispute or claim relating to your use of this Site (except as otherwise expressly set forth herein) will be resolved by binding arbitration in the City of New York, New York, rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages). The arbitrator must also follow these Terms as a court would. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.

3.3.2. Intellectual Property Disputes. If either party desires to bring a suit against the other for infringement or other misuse of intellectual property rights, the parties agree that such claims may be brought in the Federal District Court for the Southern District of New York. The parties irrevocably submit to the nonexclusive personal jurisdiction of the Federal District Court for the Southern District of New York for the resolution of claims governed by this Section.

3.4. Severability; Headings. If either party cannot enforce a portion of these Terms as written, then that portion will be replaced with terms that most closely match the intent of the portion that cannot be enforced to the extent permitted by law. The invalidity of part of these Terms will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any legal force or effect.

3.5. No Waiver. No waiver of any provisions of these Terms or a breach will be valid or enforceable unless in writing. The failure of either party to exercise in any respect any right provided for in these Terms will not be deemed a waiver of any other rights under these Terms.

3.6. Survival. These Terms will survive the termination or deactivation of your access to this Site.

ARTICLE II – ONLINE PROVISIONS

Section 4. Access to the Online Services.

4.1. Online Services Account. Access to the WebShop is limited to “Online Customers” and “Authorized Users” approved by Heraeus upon our acceptance of a registration. There is no charge to access the WebShop. Online Customers are, however, responsible for the fees applicable under the Sale Terms.

4.2. Access and Interruptions to the Online Services. Heraeus makes no warranty or covenant that use or access to the Online Services will be without interruption or delay, even during normal online business hours. In the event of an interruption with normal service of the WebShop, Online Customer may have the option of transmitting Transaction requests to Heraeus by telephone, subject to the Sale Terms.

4.3. Termination of Online Services. Heraeus reserves the right to limit, suspend or terminate operation of the Online Services, for any reason or for no reason, at any time, without notice or liability.

Section 5. Managing Account Access.

5.1. Initial Logon Credentials. Upon Heraeus’s approval of the Online Customer’s registration or grant of access to an Authorized User, Heraeus will provide logon credentials, including a User ID and an initial password, for each approved Authorized User. The password is valid only for the initial login, after which the Authorized User must choose a personal password. Precise requirements for a valid password, and instructions for changing a password can be found while using the Online Services.

5.2. Change or Add Authorized Users. The current list of Authorized Users is specified in the Online Customer’s registration account profile. An Online Customer may propose to change or add an Authorized User by updating its registration account profile, including proposed replacements. Heraeus may accept or reject a proposed replacement at its sole discretion.

5.3. Lost Password. If an Authorized User forgets his or her password, a new password may be issued only to the corresponding email address of record. Access to the Online Services is automatically denied after a fixed number of unsuccessful attempts to enter the correct password. To regain access, the Authorized User must contact Heraeus by navigating through the “Forgot your password” link in the Webshop login page.

5.4. Customer to Protect Logon Credentials; Acknowledgment. It is the Online Customer’s obligation to protect the Authorized User password.

The Online Customer understands and agrees that any person accessing the Online Services using the Online Customer’s logon credentials will be able to use the Online Services (including enter requests for transactions) on behalf of that Online Customer. It is the Online Customer’s obligation to maintain the confidentiality of its logon credentials. Only the Authorized User is permitted to use the logon credentials assigned to such Authorized User.

You must promptly notify Heraeus if you believe that the confidentiality of logon credentials may have been compromised or misused. If you discover or suspect that another individual has gained access to logon credentials, or that there has been fraudulent use, you must immediately notify Heraeus by email at salessupport.hna.uvp@heraeus.com or by telephone at +1-301-990-8700 ext. 8600, and the Authorized User must immediately change the logon credentials.

5.5. Heraeus Disclaimer. Any transaction request placed using valid login credentials will be assumed to be placed by an Authorized User. Heraeus is not obligated to undertake any further review to ensure proper authorization. Heraeus is entitled to rely on all instructions entered using the logon credentials assigned to the Authorized User, and Online Customer will be responsible for all such instructions and resulting transactions. In no event will Heraeus be responsible for any misuse of logon credentials.

5.6. Restriction. Termination of Access. We reserve the right, in our sole discretion, for any reason or no reason, to revoke our authorization of Online Customer (and any Authorized User) or block access to the Site or any Online Service at any time, without notice or liability.

In particular, we will revoke such authorization if we have reason to believe that the Online Customer is making improper use of the Online Services or has engaged or is engaging in misconduct (including inappropriate use or sharing of passwords).

An Online Customer may request to terminate or deactivate its registration by providing written notice to Heraeus via e-mail at salessupport.hna.uvp@heraeus.com . An Authorized User or an Online Customer may request to terminate or deactivate such Authorized User’s registration by providing written notice to Heraeus. The Online Customer will be responsible for any orders requests or resulting transactions prior to the effect of the termination.

Online Customers are required to promptly notify us of any significant personnel, ownership or financial changes, such as the departure of an Authorized User, material changes in shareholders or authorized representatives, changes in the responsibilities of officers, directors or key personnel or payment difficulties or other material adverse change in Online Customer’s financial condition or prospects.

Section 6. Use of Online Services

6.1. Product Descriptions. Heraeus attempts to be as accurate as possible. However, Heraeus does not warrant that product descriptions or other content of the Online Services is accurate, complete, reliable, current, or error-free. If a product offered by Heraeus is not as described, your sole remedy is set forth in Article I, Section 2.2 above.

6.2. Order Placement.

6.2.1. All billing and registration information provided by you must be accurate, complete and correct. Submitting inaccurate, incomplete or incorrect information constitutes a breach of these Terms. By confirming your purchase at the end of the checkout process, you agree to accept and pay for the items, products, or services that you have requested.

6.2.2. Heraeus reserves the right to limit the quantity of items purchased per customer, per user, and per order as determined in its sole discretion.

6.2.3. Receiving an order confirmation via email that is automatically generated by the WebShop does not guarantee the acceptance of an order. An order is accepted only upon your receipt of an approved order acknowledgement from Heraeus. All orders are subject to credit approval by Heraeus prior to issuance of an approved order acknowledgement.

6.2.4. All items and products purchased through the WebShop are made pursuant to the Sale Terms, including but not limited to payment terms. The risk of loss and title for such items and products pass to you as provided in the Sale Terms.

6.2.5. If you wish to purchase products or services described on the WebShop, you will be asked to supply certain information applicable to your purchase, including, without limitation, credit and other information. You agree to pay all charges incurred by you and any users of your account by your applicable payment method at the price(s) in effect when such charges are incurred, subject to the Sale Terms.

6.2.6. If you wish receive information about obtaining a hard copy of a transaction through the WebShop, then you should contact Heraeus by e-mail at salessupport.hna.uvp@heraeus.com .

6.3 Price Data. The Online Services intends to provide the latest price information for Heraeus products (“Price Data”). Updates to Price Data are undertaken at such times and as determined by Heraeus in its sole and absolute discretion. We cannot confirm the price of an item until you order. Despite our best efforts, a small number of the items in our catalog may be mispriced. If the correct price of an item sold by Heraeus is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation. Heraeus disclaims all liability for accuracy and availability of the Price Data.

6.4. Transaction Data. The Online Services are intended to provide Online Customers the ability to enter product purchase transactions (“Transactions”). Such transactions will be processed in accordance with and subject to the Sale Terms.

6.5. Modification, Suspension or Termination. Heraeus may, in its sole discretion, modify or terminate all or a portion of the Online Services at any time, without notice or liability.

6.6. Sanctions and Export Policy. You may not use the Online Services if you are subject to U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Online Services. You must comply with all U.S or other export and re-export laws, regulations, orders, and restrictions that may apply to goods, software (including Software), technology, and services.

Last Updated: November 13, 2019