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CVI+ WEBSITE USER AGREEMENT

This version in effect since December 12, 2012

THIS AGREEMENT GOVERNS USER’S USE OF THE CVI+ WEBSITE. IT EXEMPTS THE WEBSITE OWNER AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY, AND CONTAINS OTHER IMPORTANT PROVISIONS THAT USER SHOULD READ. BY USING THE WEBSITE, USER ACKNOWLEDGE AND SIGNIFY THAT USER HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THIS AGREEMENT.

  1. USER’S ACCEPTANCE OF THIS AGREEMENT

    This is an Agreement between User and all persons User represent (and for purposes of this Agreement, "person" includes natural persons and any type of incorporated or unincorporated entity) and Circle Cardiovascular Imaging Inc. ("Website Owner") regarding User’s access to and use of Website Owner's CVI+ website and all content, information, products and services available on or through the website (collectively, "CVI+" or “cviplus.com”). This Agreement also provides benefits to Website Owner’s affiliates, service providers, suppliers and other persons.

    Each time User use CVI+ User signify User’s acceptance and agreement, and the acceptance and agreement of any person User purport to represent, without limitation or qualification, to be bound by this Agreement as it then reads, and User represent and warrant that User have the legal authority to agree to and accept this Agreement on behalf of User’s self and any person User purport to represent. If User do not agree with each provision of this Agreement, or User are not authorized to agree to and accept this Agreement on behalf of the person User purport to represent, User may not access or use CVI+.

    This Agreement is in addition to any other agreement User may have with Website Owner, including but not limited to a Registration Agreement, which must be accepted and agreed to by all persons that register to access and use the password protected portions CVI+.

  2. PERMISSION TO USE CVI+

    CVI+ may be used by persons worldwide, and may not be used by persons in jurisdictions where access to or use of CVI+ or any part of it may be illegal or prohibited.  CVI+ may not be used by persons if their permission to use CVI+ has been previously revoked or terminated by Website Owner.

  3. CHANGES TO THIS AGREEMENT

    Website Owner may in its discretion change, supplement or amend this Agreement from time to time as it relates to future use of CVI+, without any prior notice or liability to User or any other person, by posting the revised Agreement on CVI+. By using CVI+ after this Agreement has been revised, User signify User’s acceptance and agreement, and the acceptance and agreement of all persons User purport to represent, without limitation or qualification, to be bound by the revised Agreement, and User represent and warrant that User have the legal authority to agree to and accept the revised Agreement on behalf of User’sself and all persons User purport to represent. If User do not agree with each provision of the revised Agreement, or User are not authorized to agree to and accept the revised Agreement, User may not continue to use CVI+. User may not change, supplement, or amend this Agreement in any manner.

  4. OWNERSHIP AND PERMITTED USE OF CVI+

    CVI+ (including all content and other information in text, graphical, video and audio forms, images, icons, software, designs, applications, data, and other elements available on or through CVI+) is the property of Website Owner and others, and is protected by Canadian and international copyright, trademark and other laws. User’s use of CVI+ does not transfer to User any ownership or other rights in CVI+ or its content.

    CVI+ is made available to User for User’s lawful, personal use only. User may use CVI+ only in the manner described expressly in this Agreement and subject to all applicable laws. Using CVI+ for any other purpose or in any other manner is strictly prohibited.

    User may print CVI+ pages provided that User do not modify any of the pages and User do not remove or alter any visible or non-visible identification, marks, notices, or disclaimers. CVI+ and its content may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, mirrored or distributed in any way, in whole or in part, without the express prior written consent of Website Owner. User may not sell or resell any part of CVI+ or access to CVI+. User may not use any of the software that is used in the operation or provision of CVI+ except while User are using CVI+ in accordance with this Agreement.

  5. TRADEMARK INFORMATION

    CVI+ and cviplus.com are trademarks and trade names owned or licensed by Website Owner.

    Other names and logos appearing on or in connection with CVI+ may be registered or unregistered trademarks, official marks, service marks, trade names and logos of their respective owners.

    Any use of the trademarks, official marks, service marks, trade names or logos displayed on or in connection with CVI+ is strictly prohibited, and nothing appearing on or in connection with CVI+ will be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any of those marks.

  6. NO LINKING, FRAMING, MIRRORING, SCRAPING, DATA-MINING OR POSTINGS

    To request permission to link to CVI+, please send an email to CVI+. Website Owner may in its discretion cancel and revoke any permission it may give to link to CVI+ at any time and without any notice or liability. The framing, mirroring, scraping or data-mining of CVI+ or any of its content in any form and by any means is strictly prohibited. User may not use any collaborative browsing or display technologies in connection with User’s use of CVI+ or to post comments, communications, or any other data of any kind to or on CVI+ with the intention that such postings may be viewed by non-users of CVI+.

  7. UNSOLICITED SUBMISSIONS

    In order to avoid potential misunderstandings or disputes, Website Owner does not accept or consider unsolicited ideas or suggestions ("Submissions"). If User send Submissions to Website Owner or CVI+, User automatically grant (or warrant that the owner of the Submissions grants) to Website Owner and its successors, assigns and licensees a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sub-licensable, right and license to use and exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing any attribution or compensation to User or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of Website Owner or its successors, assigns and licensees, and User agree, represent and warrant that all moral rights in the Submissions are waived in favour of Website Owner and its successors, assigns and licensees.

  8. DISCLAIMERS, LIABILITY EXCLUSIONS/LIMITATIONS AND INDEMNITY
    • DISCLAIMERS

      USER’S ACCESS TO AND USE OF CVI+ IS AT USER’S OWN RISK. CVI+ IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF OR RELATING TO ACCURACY, ACCESSIBILITY, AVAILABILITY, COMPLETENESS, DURABILITY, ERRORS, FITNESS FOR A PARTICULAR PURPOSE, LACK OF NEGLIGENCE, MERCHANTABILITY, NON- INFRINGEMENT, PERFORMANCE, PRIVACY, QUALITY, RESULTS, SECURITY, SEQUENCE, SERVICE, TIMELINESS, TITLE, UNINTERRUPTED SERVICE, VIRUSES OR WORKMANLIKE EFFORT, ALL OF WHICH ARE HEREBY WAIVED BY USER AND DISCLAIMED BY WEBSOTE OWNER TO THE FULLEST EXTENT PERMITTED BY LAW. THERE WILL NOT BE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE.

    • LIABILITY EXCLUSIONS

      WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL WEBSITE OWNER EVER BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO CVI+, THIS AGREEMENT, THE SUBJECT MATTER OF THIS AGREEMENT, THE TERMINATION OF THIS AGREEMENT OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, BUSINESS, MARKETS, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, REPUTATION OR GOODWILL, ANTICIPATED OR OTHERWISE, OR ECONOMIC LOSS, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY WEBSTIE OWNER OR ANY PERSON FOR WHOM WEBSITE OWNER IS RESPONSIBLE, AND EVEN IF WEBSITE OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED.

    • LIABILITY LIMITATION

      WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE LIABILITY OF WEBSITE OWNER TO USER OR ANY OTHER PERSON UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY WEBSITE OWNER OR ANY PERSON FOR WHOM WEBSITE OWNER IS RESPONSIBLE, AND EVEN IF WEBSITE OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE BEING INCURRED, EVER EXCEED TEN DOLLARS $10 (CDN). USER HEREBY RELEASE, REMISE AND FOREVER DISCHARGE WEBSITE OWNER FROM ANY AND ALL LIABILITY IN EXCESS OF TEN DOLLARS $10 (CDN).

    • INDEMNITY

      USER WILL INDEMNIFY, DEFEND AND HOLD WEBSITE OWNER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, EXPENSES AND COSTS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL FEES AND EXPENSES, INCURRED BY WEBSITE OWNER IN CONNECTION WITH ANY CLAIM, DEMAND OR PROCEEDING ARISING OUT OF, RELATED TO, OR CONNECTED WITH USER’S ACCESS TO OR USE OF CVI+, USER’S BREACH OF THIS AGREEMENT, OR ANY WRONGFUL CONDUCT BY USER OR ANY PERSON FOR WHOM USER ARE RESPONSIBLE UNDER THIS AGREEMENT OR AT LAW. USER WILL ASSIST AND CO-OPERATE AS FULLY AS REASONABLY REQUIRED BY WEBSITE OWNER IN THE DEFENCE OF ANY SUCH CLAIM, DEMAND OR PROCEEDING.

    • DEFINITIONS

      IN THIS SECTION 8, (A) REFERENCES TO "WEBSITE OWNER" INCLUDES CIRCLE CARDIOVASCULAR IMAGING INC. EACH OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS, SERVICE PROVIDERS, SUPPLIERS, SUB-CONTRACTORS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS, JOINTLY AND SEVERALLY; (B) REFERENCES TO "CVI+" OR “CVIPLUS.COM” INCLUDE ALL CONTENT, INFORMATION, PRODUCTS AND SERVICES AVAILABLE ON, THROUGH OR IN CONNECTION WITH CVI+; AND (C) REFERENCES TO "USER" MEANS USER AND ANY PERSONS USER PURPORT TO REPRESENT OR WHO USE CVI+ ON USER’S BEHALF.

    • ACKNOWLEDGEMENT

      USER ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT REPRESENTS A FAIR ALLOCATION OF RISK AND LIABILITY. ADVICE AND INFORMATION PROVIDED BY WEBSTIE OWNER, WHETHER ORAL OR WRITTEN, WILL NOT CREATE ANY REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE OR VARY OR AMEND THIS AGREEMENT (INCLUDING THIS SECTION 8), AND USER MAY NOT RELY UPON ANY SUCH ADVICE OR INFORMATION.

  9. PERSONAL INFORMATION PRIVACY

    Website Owner collects, uses and discloses personal information in accordance with the Website Owner Privacy Policy, which is available by clicking here and which may be changed from time to time by Website Owner in its discretion without any notice or liability to User or any other person by making an amended Privacy Policy accessible through CVI+. By accepting this Agreement, and each time User uses CVI+, User consent to the collection, use and disclosure of User’s personal information by Website Owner in accordance with the Privacy Policy as it then reads.

  10. OTHER SITES/RESOURCES

    For User’s convenience, CVI+ may include links or references to other Internet sites or resources and businesses operated by other persons (collectively "Other Sites"). Other Sites are independent from Website Owner, and Website Owner has no responsibility or liability for or control over Other Sites, their business, goods, services, or content. Website Owner does not sponsor or endorse Other Sites or their business, goods, services, or content, unless expressly indicated in writing. User’s use of Other Sites and User’s dealings with the owners or operators of Other Sites is at User’s own risk, and User will not make any claim against Website Owner arising from, connected with, or relating to User’s use of Other Sites or User’s dealings with the owners or operators of Other Sites. The provisions of this Agreement under Section 8 apply, with all necessary modifications, to User’s access to and use of Other Sites and their business, goods, services and content.

    UNDER NO CIRCUMSTANCES SHALL ANY CONTENT INCLUDING BUT NOT LIMITED TO IMAGES, REPORTS OR DATA OF ANY KIND, BE POSTED TO CVI+ THAT MAY CONTAIN ANY PATIENT IDENTIFYING INFORMATION WHATSOEVER. USER AGREES THAT IF A BREACH OCCURS, WHETHER INTENTIONAL OR ACCIDENTAL, CVI+ ADMINISTRATORS MUST BE CONTACTED IMMEDIATELY (INFO@CVIPLUS.COM) AND PATIENT IDENTIFYING INFORMATION BE REMOVED IMMEDIATELY BY USER OR CVI+ ADMINISTRATOR. IF USER BECOMES AWARE OF A BREACH FROM ANOTHER USER, CVI+ ADMINISTRATORS SHOULD BE CONTACTED IMMEDIATELY.

  11. CHANGES / TERMINATION

    Notwithstanding any other provision of this Agreement, Website Owner may in its discretion change, discontinue, modify, restrict, suspend or terminate CVI+ or any part of it without any notice or liability to User or any other person. Website Owner may in its discretion and for its convenience at any time immediately terminate, temporarily or permanently, this Agreement or User’s permission to access and use CVI+ without any notice or liability to User or any other person.

    If this Agreement or User’s permission to access or use all or any part of CVI+ is terminated for any reason, then this Agreement and all other then existing agreements between User and Website Owner will continue to apply and be binding upon User regarding User’s prior access to and use of CVI+, and anything connected with, relating to or arising therefrom. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement, Sections 4, 5, 6, 7, 8, 9, 10, 11 and 12 of this Agreement, and all other provisions necessary for their interpretation or enforcement, will survive indefinitely after the termination of this Agreement and remain in full force and effect.

  12. GOVERNING LAW AND DISPUTE RESOLUTION

    This Agreement, User’s access to and use of CVI+, and all related matters are governed solely by the laws of the Province of Alberta and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws. Any dispute between User and Website Owner or any other person arising from, connected with or relating to CVI+, this Agreement, or any related matters (collectively "Disputes") will be resolved before the Courts of the Province of Alberta, sitting in the City of Calgary, and User hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of all Disputes.

  13. OTHER MATTERS

    If any provision of this Agreement is held to be invalid or unenforceable for any reason, then the provision will be deemed to be severed from this Agreement and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of any such severance this Agreement would fail in its essential purpose.

    This Agreement enures to the benefit of and is binding upon each of Website Owner and its successors, assigns and related persons, and User and User’s heirs, executors, administrators, successors, permitted assigns and personal representatives. User may not assign this Agreement or the rights and obligations under this Agreement. Website Owner may assign this Agreement and its rights and obligations under this Agreement without User’s consent. This Agreement contains provisions for the benefit of Website Owner's directors, officers, employees, agents, information providers, service providers, suppliers, sub-contractors, licensors and licensees, and other related, associated, affiliated or connected persons, each of whom has the right to assert and enforce such provisions directly or on its own behalf.

    No consent or waiver by any party to or of any breach or default by any other party in its performance of its obligations under this Agreement will be: (a) deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party; or (b) effective unless in writing and signed by all parties.

    The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s'y rapportent soient rediges en anglais.

    Any rights not expressly granted by this Agreement are reserved to Website Owner.