AGREEMENT SETTING FORTH TERMS OF SERVICE

The http://www.visiotopic.com website and services, includes all content and functionality available through the http://www.visiotopic.com domain name (the "Visiotopic® Website"). The Visiotopic® Website is operated by Visiotopic®, Inc., a Delaware corporation ("Visiotopic®"). The following is a legal agreement between Visiotopic® and you that governs your use of the products and services available through the Visiotopic® Website (the “Service").

By accessing or using the Visiotopic® Website, you agree to be bound by this Agreement and Visiotopic®’s privacy policy, as more fully set forth at https://www.visiotopic.com/privacy-policy.aspx (the “Privacy Policy"). If you visit the Visiotopic® Website or register for an account to use the Services (the "Visiotopic® Account"), you expressly accept the terms of this Agreement and the Privacy Policy and have no authorization otherwise to use any part of the Service. We reserve the right to modify this Agreement at any time in the sole discretion of Visiotopic®. Such changes shall become effective upon posting. Your continued use of the Visiotopic® Website shall be deemed your conclusive agreement to accept modification of this Agreement. If you do not agree with any of the terms of this Agreement, you are prohibited from using or accessing the Visiotopic® Website. The materials contained in the Visiotopic® Website are protected by applicable copyright and trademark law.

1. Use License

A. Permission is temporarily granted to allow one (1) admin and their assigned curators access to the materials (information or software) on the Visiotopic® Website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:

1. Modify or copy the materials;
2. Use the materials for any commercial purposes, or for any public display (commercial or non-commercial);
3. Attempt to decompile or reverse engineer any software contained on the Visiotopic® Website;
4. Remove any copyright or other proprietary notations from the materials; or
5. Transfer the materials to another person or copy the materials to any other server.

B. You may establish ordinary links to the homepage of the Visiotopic® Website without written permission, and you may make use of embedded HTML "widgets" if we have provided the HTML code.

2. User Representations; User Agreement

A. User Representations: To access the Service, you must create a Visiotopic® Account by completing the registration process. In registering for a Visiotopic® Account you represent that: (a) you are at least thirteen (13) years old and that you, or if you are registering on behalf of a person or entity, are authorized to register for the Service; (b) all information provided to Visiotopic® is true and accurate; (c) you will maintain the accuracy of such information; and (d) your use of the Service does not violate any applicable law or regulation.

B. User Agreement: You expressly agreed: (i) that Visiotopic® has the right to suspend and/or terminate your account and refuse any and all current or further use of the Service if Visiotopic® determines, in its sole discretion, that any information you provide is untrue, inaccurate, not current and/or incomplete; (ii) to protect your username and password at all times; (iii) to notify Visiotopic® immediately of any unauthorized use of your account or any other need to deactivate your username and/or password due to security concerns; and (iv) that Visiotopic® shall not be responsible for unauthorized access to or alteration of your data. Your username and password are personal to you and under no circumstances may you allow any others to use your username and/or password. We are not liable for any harm caused or related to the theft or misappropriation of your username and/or password, disclosure of your username and/or password, or your authorization of anyone else to use your username and/or password. From time to time, Visiotopic® may find it necessary to access your account. You acknowledge and consent to such access. Furthermore, recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside and to comply with any other local laws affecting the transmission or posting of content or affecting the privacy of persons.

3. Disclaimer

A. The materials on the Visiotopic® Website are provided "as is." Visiotopic® makes no warranties, expressed or implied, and thereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.

B. Further, Visiotopic® does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.

4. Limitations; Indemnification; Waiver and Release

A. Limitations: In no event shall Visiotopic® or its suppliers be liable for any damage (including, without limitation, damages for loss of date or profit, or due to business interruption), arising out of the use or inability to use the materials on the Visiotopic® Website, even if Visiotopic® or a Visiotopic® authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

B. Indemnification: You agree to indemnify, hold harmless and defend Visiotopic®, at your expense, against any and all third party claims, actions, proceedings, and suits brought against Visiotopic® or any of its subsidiaries, officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorney's fees) incurred by Visiotopic® or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) your breach of any term or condition of this Agreement, (ii) your use of the Service, (iii) your posting of any content, or (iv) your unauthorized use of the Visiotopic® technology. In such a case, Visiotopic® will provide you with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. Visiotopic® reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.

C. Waiver and Release: YOU AGREE THAT NEITHER VISIOTOPIC®, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE VISIOTOPIC® WEBSITE, THE SERVICE, OR ANY VISIOTOPIC® TECHNOLOGY. YOU SPECIFICALLY ACKNOWLEDGE THAT VISIOTOPIC® SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST VISIOTOPIC®, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF VISIOTOPIC®, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE VISIOTOPIC® WEBSITE OR THE SERVICE.

5. Revisions and Errata

The materials appearing on the Visiotopic® Website could include technical, typographical, or photographic errors. Visiotopic® does not warrant that any of the materials on the Visiotopic® Website are accurate, complete, or current. Visiotopic® may make changes to the materials contained on its website at any time without notice. Visiotopic® does not, however, make any commitment to update the materials.

6. Links

Visiotopic® has not reviewed all of the sites linked to the Visiotopic® Website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Visiotopic® of the site. Use of any such linked website is at the user's own risk.

7. Governing Law; Venue; Statute of Limitations Period; Attorney's Fees

A. Governing Law: Any claim relating to the Visiotopic® Website shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions.

B. Venue: Venue for any dispute shall be brought in the Court of Common Pleas of Monroe County, Pennsylvania, or the United States District Court for the Middle District of Pennsylvania..

C. Limitation Period: Any cause of action or claim you may have with respect to Visiotopic® must be commenced within one (1) year after the claim or cause of action arises.

D. Attorney's Fees: If any action in law or equity is necessary to enforce the terms of this Agreement and/or Visiotopic®'s Privacy Policy, the substantially prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.

8. Term and Termination

A. Either you or Visiotopic® may terminate this Agreement at any time and for any reason. In addition, this Agreement will terminate immediately, without notice, if you fail to comply with the terms of this Agreement. Upon any termination of this Agreement, Visiotopic® will cease providing the Service.

B. The provisions of paragraph 1 (User License), paragraph 2 (User Representation; User Agreement), paragraph 3 (Disclaimers), paragraph 4 (Limitations; Indemnification; Waiver and Release), paragraph 7 (Governing Law; Venue; Statute of Limitations Period and Attorney's Fees), and paragraph 9 (Miscellaneous) shall survive any termination of this Agreement.

8. Miscellaneous

The parties agree that this Agreement and the Privacy Policy is the complete agreement and understanding of the parties and supersedes all prior written or any oral agreements, communications or other understandings relating to the subject matter of this Agreement. All modifications must be in writing signed by both parties. This Agreement shall not be assigned by you, without Visiotopic®'s prior written consent and any such assignment shall be voidable at the option of Visiotopic®. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimal extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. No provisions of this Agreement are intended, nor will be interpreted, to provide any third party beneficiary rights.