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TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY.

Last Updated: August 2024

TELA Bio, Inc. and our directly or indirectly controlled affiliates or subsidiaries (hereinafter collectively referred to as “TELA Bio,” “us,” “we,” “our,” or “Company”) provides information and services to you via any of the TELA Bio Websites, including our mobile site, and all digital assets contained, or offered therein, and in other interactions with TELA Bio (“Website”), pursuant to these terms of use (“Terms”). Please read these Terms carefully and understand that these Terms govern your use of the Website. By visiting this Website, you agree to these Terms as a legally binding agreement between you and TELA Bio. If you do not agree to all of these Terms, your only recourse is to not use the Website.

These Terms are written in the English language. We do not guarantee the accuracy of any translated versions of these Terms. To the extent any translated versions of these Terms conflict with the English language version, the English language version of these Terms shall control.

Privacy Policy

Your privacy is important to us. All information collected from you in connection with your use of the Website is governed by our Privacy Policy, which is incorporated into these Terms.

Binding Arbitration Clause and Class Action Waiver

By using our Website, you agree to be bound by these Terms, including the Binding Arbitration Clause and Class Action Waiver described below.

Who May Use This Website

The Website is only for persons able to form legally binding contracts under applicable law. Without limiting the foregoing, minors are not eligible to use the Website. This site is not intended for or directed at children thirteen (13) years of age or younger. We do not knowingly collect or maintain information about anyone under the age of thirteen (13). If you think that we may have collected personal information from a child under the age of thirteen (13), please contact us at telaprivacy@telabio.com.

By using our Website, you agree to be bound by these Terms. These Terms are governed by US laws (see the Governing Law section). If you access the Website from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. Access to and use of the Website are unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation this section.

If you access the Website from outside the United States, you acknowledge and agree that your information may be transferred to and maintained on computers and servers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. Your consent to these Terms followed by your submission of such information represents your agreement to the transfer of such information to the United States and the collection, use, and disclosure of your information in accordance with United States law and our Privacy Policy.

Modifications to the Website and the Terms

The specific features and functionality of the Website are dynamic and may change from time to time. We reserve complete discretion with respect to the operation of the Website. We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of the Website at any time.

We may change these Terms from time to time and will notify you by posting the amended Terms on the Website. If you object to any change to the Terms, your sole recourse will be to discontinue using the Website. Your continued use of the Website will indicate your agreement to any and all changes to the Terms.

Restricted Activities

Subject to these Terms, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the Website and related materials solely for your own use. Except as expressly provided, all rights are reserved. Without our explicit written consent, you may not reproduce, duplicate, copy, sell, resell, or exploit for any commercial purpose any portion of the Website. You further agree not to:

  1. Use the Website or the information therein for any unauthorized purpose or to violate or encourage the violation of any local, state, national, or international law;
  2. Submit false information to us, including impersonating any person or entity or misrepresenting your affiliation with a person or entity;
  3. Interfere with or disrupt the Website, or services or networks connected to the Website, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website;
  4. Use the Website in any manner, or submit any material, that is unlawful, libelous, defamatory, abusive, sexually explicit, threatening, vulgar, obscene, profane, racially offensive, or otherwise objectionable, as determined in our sole discretion;
  5. Use the Website in any manner, or submit any material, that infringes or violates the rights of any third party;
  6. Use the Website in any manner, or submit any material, that includes any virus or other harmful computer code;
  7. Use any high volume, automated, or electronic means (including, without limitation, robots, spiders, scripts, or other automated devices) to access the Website or monitor or copy our Website or the content contained thereon;
  8. Deep link to the Website for any purpose without our express permission;
  9. Frame or scrape the Website, place pop-up windows over its pages, or otherwise affect the display of its pages;
  10. Attempt to probe, scan, or test the vulnerability of the Website or breach any implemented security or authentication measures, regardless of your motives or intent; or
  11. Use the Website in any way that may be deemed a breach or violation of any of our Terms or Privacy Policy.

Any of these activities shall constitute a material breach of these Terms.

Termination

We reserve the right to, at any time, terminate or suspend your use of the Website and/or the licenses granted herein without prior notice for any reason (or no reason), at our sole discretion. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period.

Your Content

If you submit comments or other content to us (collectively, “Content”) by any means, including e-mail, you grant to us a royalty-free, perpetual, irrevocable, nonexclusive, worldwide right and license (with the right to sublicense through multiple tiers) to use, reproduce, distribute, sell, transfer, modify, create derivative works of, publicly display, and publicly perform the Content in any media now known or not currently known, including posting the Content on the Website.

If you wish to keep your Content or any information private or proprietary, do not submit it to us.

Errors, Inaccuracies, and Omissions

We disclaim—and you release us from any claims regarding—inaccuracies, and omissions of the Website, specifically regarding (though not in any way limited to) information provided to us by visitors to the Website. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. If you believe any portion of the Website includes an error or inaccuracy, please notify us.

General Disclaimers

The information on or available through the Website is for informational purposes, shall not be substituted for medical advice, and does not constitute an offer of or solicitation for the purchase of products or services.

You expressly agree that use of the Website and its content is at your own risk. The Website and all content on the Website is provided on an “as is” and “as available” basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular use or purpose, title, and no infringement with respect to the service, the Website, or any TELA Bio products.

We make no warranty that the services or products provided on the Website will meet your requirements or that the services will be uninterrupted, timely, secure, or error-free, or free of any harmful components (including viruses); nor do we make any warranty as to the accuracy or reliability of the Website or that defects in the Website will be corrected. You understand and agree that the download or other method of obtaining any material or information from the Website, and your transmission of any information in connection with your use of the Website, is done at your own discretion and risk.

Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL TELA BIO OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE WEBSITE, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR ANY OTHER MATTER RELATING TO THE WEBSITE OR RELATED SERVICES, NOR FOR DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF TELA BIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

DESPITE THE FOREGOING LIMITATION OF LIABILITY FOR DAMAGES, IF A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION DECIDES TO AWARD MONETARY DAMAGES TO YOU FOR ANY CLAIM OR CAUSE OF ACTION ARISING FROM THE SAME, THE AMOUNT OF MONETARY DAMAGES FOR SUCH CLAIM OR CAUSE OF ACTION SHALL BE NO GREATER THAN THE GREATER OF: (A) THE AMOUNT YOU PAID TO TELA BIO FOR PRODUCTS AND SERVICES IN THE LAST YEAR AND (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. In such cases, TELA Bio’s liability will be limited to the greatest extent permitted by law.

Indemnification

You agree to indemnify, defend, and hold harmless TELA Bio, and its subsidiaries, partners, employees, advisors, officers, directors, consultants, agents, and affiliates from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from (1) your Content and any information you submit, post, or transmit through our Website; (2) your use of the Website; (3) your violation of these Terms or the documents they incorporate by reference; (4) your violation of any rights of any other person or entity; or (5) any viruses, Trojan horses, worms, time bombs, cancelbots, spyware, or other similar harmful or deleterious programming routines input by you into the Website.

Intellectual Property

TELA Bio’s products are protected and covered by patents in the United States and world-wide.   All product names, whether or not appearing in large print or with a trademark symbol, are trademarks of TELA Bio or its licensors, unless otherwise noted. The contents of the Website, including, but not limited to, all images and text, are the exclusive property of TELA Bio and are protected by U.S. and international copyright laws. The reproduction, distribution, transmission, sale, transfer, creation of derivative works, modification, public display, public performance, publication, or any commercial exploitation of the content of the Website is expressly prohibited without the prior written consent of TELA Bio.

Except as expressly provided in these Terms, nothing contained on the Website or in these Terms shall be construed to grant any property rights, by license or otherwise, to any invention or any TELA Bio patent, copyright, trademark, or other intellectual property rights. If you violate any of these Terms, you must immediately destroy any copies you have made of any portion of the Website.

We may remove material that appears in our sole discretion to infringe upon the intellectual property rights of others. If you believe a work protected by a U.S. copyright you own has been posted on the Website without authorization, you may notify us and provide the following information:

  1. A physical or electronic signature of the person authorized to act on behalf of the copyright owner;
  2. Identification of the copyrighted work or works claimed to have been infringed;
  3. A detailed description of the material you claim is infringing, together with information sufficient to enable us to locate it, including the URL or other description of where the infringing material appears;
  4. Your name, mailing address, telephone number and e-mail address;
  5. A statement by you that you believe in good faith that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent or the law; and
  6. A statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.

To notify TELA Bio of a claimed copyright infringement, please contact:

TELA Bio, Inc.
1 Great Valley Parkway, Suite 24
Malvern, PA 19355
Attn: Compliance
compliance@telabio.com

Third Party Properties

The Website may refer you to physical venues, geographical sites, websites on the Internet, and/or products or services that are owned, under the control of, or maintained by a third party (“Third-Party Properties”). Unless expressly stated to the contrary, such references do not constitute an affiliation with or endorsement by TELA Bio of any such Third-Party Properties. You acknowledge that TELA Bio is providing any references to such Third-Party Properties to you solely as a convenience to you, and you agree that TELA Bio is not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such Third Party Properties. TELA Bio does not endorse or make any representations about any Third-Party Properties. If you access, visit, or use any Third-Party Properties referred to through the Website, you do so at your own risk. Please review carefully other Third-Party Properties’ policies and practices and make sure you understand them before you engage in any transaction. Claims, complaints, questions, or concerns regarding other Third-Party Properties should be directed to that Third Party Property.

Availability of the Website

It is not possible to operate the Website with 100% guaranteed uptime. TELA Bio will make reasonable efforts to keep the Website operational. However, certain technical difficulties, routine site and software maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of the Website.

You agree that TELA Bio shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the Website.

Social Media

Our social media profiles allow us to connect and interact with individuals and organizations interested in our Company. We intend to use such profiles on third-party social media platforms to share Company news and announcements, provide corporate information and live updates from trade show presentations and medical conferences, and participate in community outreach and patient advocacy efforts.

It is our goal to interact with as many social media users as possible when appropriate, but please note we may not be able to reply individually to all messages received on these platforms. Content generated by independent users does not necessarily reflect the views of TELA Bio, and we reserve the right to block or mute users posting inappropriate or offensive material, as determined at our sole discretion, with or without notice. If we choose to follow a social media account or “Like” or otherwise comment on a social media page or profile, or if a user follows, “Likes,” or otherwise comments on our social media properties, these actions are not an endorsement of the content those users post independently.

Because we work in a highly regulated healthcare industry, we may often be unable to engage in some discussions about products or treatment options and will not offer medical advice using social media. If you have a question or comment related to our products, email us at compliance@telabio.com or contact us by mail at TELA Bio, Inc., 1 Great Valley Parkway, Suite 24, Malvern, Pennsylvania 19355, Attn: Compliance.

If you believe you have experienced an adverse event or side effect related to a TELA Bio product, please contact your healthcare provider immediately. You can also visit the FDA safety information and adverse reporting program online. If you are participating in a clinical study, please report adverse events as required in the study protocol. If you post information on social media about an adverse event or side effect, please note we may be required to contact you for additional information to comply with regulatory guidelines.

By interacting with TELA Bio using social media, you also agree to comply with each social media platform’s respective rules and policies. It is important to review the official privacy policy of each platform to learn what personal information may be accessible.

Governing Law

The Terms and our Privacy Policy constitute the entire and exclusive and final statement of the agreement between you and TELA Bio with respect to the subject matter hereof, and govern your use of the Website. The Terms and the relationship between you and TELA Bio shall be governed by the laws of the Commonwealth of Pennsylvania, without giving effect to any choice of laws or principles that would require the application of the laws of a different country or state.

Arbitration Clause and Class Action Waiver – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS

A.     Arbitration Notice

At the sole discretion of TELA Bio, we may require you to submit any dispute or claim arising from or related to our Website (except for the Exempt Claims, as defined below), these Terms, and/or the Privacy Policy for resolution by confidential binding arbitration in Pennsylvania, rather than in court, after first giving Notice of the Dispute (“Notice”) to the other party and the opportunity to discuss resolution within thirty (30) days of such Notice. The Notice to TELA Bio should be sent to TELA Bio, Inc., 1 Great Valley Parkway, Suite 24, Malvern, Pennsylvania 19355, Attn: Compliance. This Notice must include a description of the nature and basis of the claims the party is asserting, and the relief sought.

If you and TELA Bio are unable to resolve the claims described in the Notice within thirty (30) days after the Notice is sent, you or TELA Bio may initiate arbitration proceedings to be conducted by a single impartial arbitrator chosen from the American Arbitration Association (“AAA”)’s National Roster of Commercial Arbitrators by mutual agreement of the Parties (or by the AAA if the Parties cannot agree). 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) and must follow the provisions of these Terms & Conditions as a court would. YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT.

The Federal Arbitration Act and federal arbitration law apply, and the AAA will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules.

The arbitration shall be held in the Commonwealth of Pennsylvania or at another mutually agreed location. If the arbitration involves a consumer, the arbitration will be held at a location convenient to the consumer. If the value of the relief sought is $10,000 or less, you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and us unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all claims in accordance with the laws of the Commonwealth of Pennsylvania, including recognized principles of equity, and will honor all claims of privilege recognized by applicable law. The arbitrator will also decide any questions relating to the interpretation, applicability, or enforceability of this arbitration clause, except where a party files a claim in court because it is an Exempt Claim (as defined below). If either party files an Exempt Claim, the court presiding over that claim will determine if the claim is an Exempt Claim under this Arbitration Clause. The arbitrator’s award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to this Section (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate this Section, any such termination shall not be effective until thirty (30) days after the version of the Terms containing this Section is posted to the websites and shall not be effective as to any claim that was filed in a proceeding against us prior to the effective date of termination.

CLASS ACTION WAIVER:  YOU AND TELA BIO AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. 

EXEMPT CLAIMS:  You and TELA Bio agree that the following two (2) types of claims are not required to be submitted to an arbitration subject to the following conditions:

  • You or we are not required to arbitrate a claim brought on an individual basis in small-claims court. However, if (a) there is an appeal from small-claims court, or (b) a change in the claim that renders the small-claims court unable to resolve the claim, then the claim must be resolved in an arbitration under the terms of this arbitration provision.
  • You or we are not required to arbitrate a claim brought on an individual basis to enjoin infringement or other misuse of intellectual property rights. Such a claim may be brought in any court of competent jurisdiction. You and we agree that the infringement or other misuse of intellectual property rights could cause irreparable harm for which monetary damages are an inadequate remedy. The prevailing party in an action to enjoin infringement or other misuse of intellectual property rights is entitled to recover costs and fees (including reasonable attorneys’ fees) in pursuing that remedy.

OPT OUT:  You may opt-out of this mandatory arbitration provision by writing us within sixty (60) calendar days of your agreement to this arbitration provision, either (a) via email at compliance@telabio.com, or (b) by mail to TELA Bio, Inc., 1 Great Valley Parkway, Suite 24, Malvern, Pennsylvania 19355, Attn: Compliance.  Include your name, address, and date in the correspondence. This is the only way you can opt-out.

B.     Claims and Disputes Must Be Filed Within One (1) Year

To the extent permitted by law, and without limiting the effect of any disclaimer contained herein, any cause of action or claim you may have with respect to your use of the Website, including, without limitation, any mobile application or other Website-related product, services, or other content must be commenced within one (1) year after the claim or cause of action arises. This section applies to you and your heirs, successors, and assigns.

Severability

If any part of the Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.

TELA Bio’s failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.

You agree that, regardless of any statute or law to the contrary, you must raise any claim or cause of action arising out of or related to use of the services or the Terms within one (1) year after such claim or cause of action arose or be forever barred.

No Third-Party Beneficiaries

You may not assign, by operation of law or otherwise, any rights or delegate any duties under the Terms to any third party without prior written consent by TELA Bio. Any purported assignment lacking such consent will be void at its inception. TELA Bio may assign all or part of its rights and/or delegate all or part of its duties under the Terms to any party, at any time, and in its sole discretion, upon notice of assignment by publishing such notice through the Website.

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