1. What this Agreement Covers. This Agreement, titled “VisibleEP’s Terms and Conditions of Use,” is in electronic form and constitutes a binding agreement between you and Visible Electrophysiology, LLC (“VisibleEP”). By accessing our website at www.visibleep.com (the “Website”), you agree to and shall be legally bound by this Agreement.

2. Your Obligations. You shall not:

• engage in, facilitate or further unlawful conduct via the Website;
• use the Website in a way that may bring harm or risk of harm to VisibleEP or third parties;
• damage, disable, overburden and impair the Website or interfere with anyone’s use and enjoyment of the Website;
• use any portion of the Website as a destination linked to or from any unsolicited bulk messages or unsolicited commercial messages (so-called “spam”); or
• copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, modify, alter, transfer or sell any information provided by the Website.

3. Your Privacy.

(a) If you make an inquiry or request any information from us, we may collect and store the personal information that you supply to us, including but not limited to your name, company name, e-mail address and physical address (“Personal Information”). We may also collect and store certain information not intended to identify you (“Usage Information”). Usage Information is any non-Personal Information available to us when you access the Website, and may include, but not be limited to, the Internet Protocol (IP) address used to connect your device to the internet, browser type and version, operating system, platform, device information, what pages you visit and the frequency of your visits.

(b) Use of Information Concerning You.

(i) From time to time, we may use your address, including your email address, to send you notices or offers about VisibleEP’s products, services and the Website. We consider Personal Information to be highly confidential and Usage Information to be confidential to our operations.

(ii) We do not sell, trade or rent either Personal Information or Usage Information to anyone not affiliated with us and we do not partner or enter into business relationships with ad server companies.

(iii) Notwithstanding the foregoing, should VisibleEP be sold or transferred to another entity, Personal Information and Usage Information is likely to be part of the sale or transfer. In addition, we may disclose Personal Information to individuals or entities not affiliated with VisibleEP if we have a good-faith belief that such disclosure is reasonably necessary to:

• Comply with any applicable law, regulation, legal process or enforceable governmental request;
• Enforce this Agreement, including investigation of potential violations;
• Detect, prevent, or otherwise address fraud, security or technical issues; and
• Protect against harm to the rights, property or safety of VisibleEP or any third party.

4. Intellectual Property Rights.

(a) VisibleEP and other marks indicated on the Website, together with any logo forms thereof, are trademarks and/or service marks of VisibleEP and may be registered in the United States or in other jurisdictions, including internationally. Whether or not registered, VisibleEP’s trademarks, service marks and trade dress may not be used in connection with any product or service that is not approved in writing by VisibleEP and/or in any manner that is likely to cause confusion among customers as to the true source or sponsorship of such products or services and/or or in any manner which disparages or discredits VisibleEP. Any trademark or service mark not owned by VisibleEP that appears on the Website is the property of its owner who may or may not be affiliated with, connected to, or sponsored by VisibleEP. No association with any company, entity, product, domain name, e-mail address, logo, person, place or event is intended and none may be inferred.

(b) VisibleEP retains all right, title and interest in and to the Website, including all intellectual property rights therein and thereto. This Agreement shall not be deemed to grant or imply any right of any kind or nature to any trademarks, trade names, logos, software, system, intellectual property or personal property of Visible EP unless otherwise expressly stated. Any copying (for other than noncommercial viewing and reference purposes), distribution, retransmission or modification of information or materials contained on the Website, whether in electronic or physical form, in strictly prohibited without the express written consent of VisibleEP.

5. No Offer, Acceptance or Relationship. No information or matter contained on the Website shall constitute or imply an offer or acceptance by VisibleEP, or a promise or intention on the part of VisibleEP, (a) to make any price commitment with respect to any product or service; (b) to enter into any transaction for the purchase, sale, license or other disposition of any product or service, or (c) to enter into any business relationship with you or any third party.

6. Links to Third Party Websites. The Website may provide hyperlinks to third-party websites (“Third-Party Site(s)”) as a convenience to users of the Website. VisibleEP does not control Third-Party Sites and is not responsible for the contents or activities of any Third-Party Sites or any hyperlinks contained therein. VisibleEP does not endorse, recommend, or approve any Third-Party Site and shall have no liability to you or any third party for the content or use of the content available through any Third-Party Site.

7. NO WARRANTIES. THE INFORMATION AND MATTER CONTAINED ON THE WEBSITE MAY INCLUDE TYPOGRAPHICAL ERRORS OR INACCURACIES REGARDING PRICE OR TECHNICAL MATTERS AND VISIBLEEP MAKES NO WARRANTY AS TO THE USE OR THE RESULTS OF USE OF THE WEBSITE IN TERMS OF ITS  CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. FURTHERMORE, VISIBLEEP (i) MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO ANY INFORMATION OR MATTER ON THE WEBSITE, WHICH INFORMATION AND MATTER IS PROVIDED ON A STRICTLY “AS IS” BASIS; (ii) EXPRESSLY DISCLAIMS ALL WARRANTIES REGARD TO ANY INFORMATION OR MATTER ON THE WEBSITE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRITY OF DATA, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

8. LIMITATIONS ON LIABILITY.  TO THE EXTENT NOT PROHIBITED BY LAW, NEITHER VISIBLEEP NOR ITS PRINCIPALS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES (HEREINAFTER “RELATED PERSONS”) SHALL BE LIABLE TO YOU or any third party FOR ANY LOSS, DAMAGE OR EXPENSE whatsoever ARISING OUT OF OR RELATED TO THE USE, INABILITY TO USE OR NON-USE OF THE WEBSITE. Without limiting the generality of the foregoing, and TO THE EXTENT not prohibited by law, NEITHER VisibleEP NOR ITS RELATED PERSONS shall bear ANY liability to you or any third party for any direct, INDIRECT, SPECIAL, REMOTE, SPECULATIVE, punitive or exemplary DAMAGEs whatsoever, regardless of the theory of LIABILITY OR recovery. In the event that that any of the foregoing limitations are prohibited by applicable law, VisibleEP’s liability shall in no event exceed either Five U.S. Dollars ($5.00) or the minimum monetary amount set by law. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9. Indemnification. You shall and hereby do indemnify, defend and hold harmless VisibleEP and its Related Persons from and against any and all claims, demands, proceedings or lawsuits, and any and all losses, costs, damages and expenses (including reasonable attorney’s fees, court costs and legal expenses) resulting therefrom or related thereto, which claims, demands, proceedings or lawsuits, arise out of or relate to: (a) your use, inability to use or non-use of the Services; and/or (b) any act or omission by you that is inconsistent with the terms and conditions of this Agreement.

10. Modifications. VisibleEP reserves the right to change, eliminate or add any term or condition in this Agreement (“Modification(s)”) at any time and for any reason. It is your sole responsibility to visit this page from time to time to become familiar with Modifications. If you do not agree to any Modification, then your sole remedy shall be to cease accessing the Website.

11. General.

(a) Binding Effect. This Agreement is binding upon the parties hereto and their respective successors, assigns, heirs, executors and administrators.

(b) Claim Must Be Filed Within One Year. Any legal claim that you may have arising out of or related to this Agreement or the Services must be brought by you within one (1) year of the date on which such claim arose. If it is not filed in time in a court of competent jurisdiction, then the claim shall be deemed permanently barred.

(c) Enforceability/Severability. If any provision of this Agreement shall be held void, voidable, invalid or inoperative, no other provision of this Agreement shall be affected as a result thereof, and, accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein.

(d) Entire Agreement. This Agreement is the entire Agreement between VisibleEP and you relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to said subject matter.

(e) Governing Law. This Agreement and any dispute or controversy arising out of or related hereto and/or the relationship between the parties established herein (“Claims”) shall be governed by and construed, interpreted and resolved in accordance with the laws of the State of Vermont without regard to its choice of law provisions; provided, however, that any procedural or substantive Claim that conflicts with or falls under the exclusive jurisdiction of United States federal law shall be governed by, and construed, interpreted and resolved in accordance with United States federal law without regard to its choice of law provisions. All Claims shall be submitted exclusively to the federal and state courts of competent jurisdiction in Chittenden County, Vermont, and the parties hereby submit to such exclusive jurisdiction and venue and waive any objection they may now or hereafter have with respect thereto.

(f) Headings. The paragraph headings in this Agreement are solely for the convenience of the parties and have no legal or contractual significance.

Last Updated: 03/27/2013