Terms of Service 

Effective Date: June 13, 2021 

This page explains our terms of service, which contain important information about your legal rights. When you use our website, you’re agreeing to these terms. 

Viomed Consulting, LLC Terms of Service 

These Terms of Service ("Terms") cover your use of and access to the sites, templates, products, applications, tools, services and features (collectively, the "Services") provided by Viomed (as defined below). 

Please read this Agreement (as defined below) carefully! It includes important information about your legal rights, and covers areas such as automatic subscription renewals, warranty  disclaimers, limitations of liability, the resolution of disputes by arbitration and a class action waiver. Please note if you are an EU Consumer (as defined below), some of these provisions may not apply to you and you may be entitled to specific rights under the mandatory laws of the country in which you live. 

By using or accessing the Services, you're agreeing to these Terms, (collectively, this  “Agreement”). If you're using the Services for or on behalf of an organization, you're agreeing to this Agreement on behalf of that organization, and you represent and warrant that you can do so. References to “you”, “your” and similar terms are construed accordingly in this Agreement.

If you don’t agree to all the terms in this Agreement, you may not use or access the Services. 

If you are a resident of or have your principal place of business in the United States of America or any of its territories or possessions (the “US”), you are agreeing to this Agreement with Viomed Consulting, LLC. and are a “US User”. References to “Viomed”, “us”, “we” and “our” mean Viomed Consulting, LLC. if you are a US User. If your place of residence or principal place of business changes, the Viomed Consulting, LLC entity you contract with will be determined by your new residence or principal place of business, as specified above, from the date it changes.  

We’ve tried to make this Agreement fair and straightforward, but feel free to contact us if you have any questions or suggestions. 

1. Our Intellectual Property.
Viomed is protected by various intellectual property laws. This section summarizes what we own and how we share. 

1.1. Viomed Owns Viomed. 
The Services are, as between you and Viomed, owned by Viomed, and are protected by copyright, trade secret, trademark and other US and foreign laws unless otherwise agreed to. This Agreement doesn't grant you any right, title or interest in the Services, our trademarks, logos or other brand features or intellectual property or trade secrets in the Services. You agree not to change, modify, translate or otherwise create derivative works of the Services or others’ User Content. 

1.2. We Can Use Your Feedback For Free. 
We welcome your feedback, ideas or suggestions (collectively, “Feedback”), but you agree that we may use your Feedback without any restriction or obligation to you, even after this Agreement is terminated. This Section does not limit or affect any rights you may have under applicable data protection laws. 

1.3. Our Demo Content. 
We may provide templates or other products featuring demo content, including without limitation text, photos, images, graphics, audio and video (collectively, “Demo Content”), to provide you with ideas or inspiration. Unless we tell you otherwise, Demo Content (or any portion of it) may not remain on Your Site or in Your Videos or be distributed, publicly displayed, publicly performed or otherwise published. 

1.4. Templates.
The Services include example validation documentation. Viomed owns the Templates. You may not use any Template in any way, intentional or otherwise, that competes, as determined by us in our sole discretion, with the Services.  

2. Our Rights.
To operate effectively and protect the security and integrity of Viomed, we need to maintain control over our services. 

2.1. Important Things We Can Do. 
We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (a) we may change parts or all of the Services and their functionality; (b) we may suspend or discontinue parts or all of the Services; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Services.

3.  Privacy.
Our Privacy Policy explains how we collect, use and share your personal information for our own purposes. 

3.1. Privacy Policy. 
By using the Services, you confirm that you have read and understood our Privacy Policy. However, it is not a contractual document and does not form part of this Agreement and we may change it from time to time.  

4.  Term and Termination.
Either of us can end this agreement at any time. This Agreement will remain in effect until terminated by either you or us. You may terminate this Agreement at any time via the Services. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice.  

5. Limitation Of Liability.
If something bad happens as a result of your using Viomed, our liability is capped. Unless you are an EU Consumer, you acknowledge and agree that to the fullest extent permitted by applicable law, in no event will Viomed and its affiliates and its and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to the Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any Losses (as defined below) related to your access to, use of or inability to access or use parts, some or all of your Account, 

6. Indemnification.
If you do something that gets us sued, you’ll cover us. To the fullest extent permitted by law, you agree to indemnify and hold harmless Viomed and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) (collectively, "Losses") arising out of or related to: (a) your breach of this Agreement; (b) your violation of any law or regulation or the rights or good name of any third party; 

7. Dispute Resolution.
This section may not apply to you. If it does, before filing a claim against Viomed, you agree to try to work it out informally with us first. Also, all formal disputes must be resolved through arbitration following the rules described below, unless you opt out of arbitration following the procedure described below. Finally, claims can only be brought individually, and not as part of a class action. 

7.1. Applicability. 
This Section 15 shall only apply to: (a) US Users; (b) Non-US Users who are not EU Consumers; or (c) EU Consumers who bring any claim against Viomed in the US (to the extent not in conflict with Section 16.2). 

7.2. Informal Resolution. 
Before filing a claim against Viomed, you agree to try to resolve the dispute by first emailing info@viomed.com with a description of your claim. We'll try to resolve the dispute informally by following up via email, phone or other methods. If we can’t resolve the dispute within thirty (30) days of our receipt of your first email, you or Viomed may then bring a formal proceeding. 

7.3. Arbitration Agreement.
Unless you opt-out during the Opt-Out Period in accordance with Section 15.4, you and Viomed agree to resolve any claims, disputes and matters arising out of or in connection with this Agreement (including without limitation its existence, formation, operation and termination) and/or the Services (including without limitation non-contractual disputes and matters) through final and binding arbitration and you and Viomed expressly waive the right to formal court proceedings (including without limitation trial by jury), except as set forth below. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration. There is no judge or jury in arbitration, only an experienced, independent third party that will act as the arbitrator, and court review of an arbitration award is limited. 

7.4. Arbitration Opt-Out.
You can decline this agreement to arbitrate by emailing us at info@Viomed.com within thirty (30) days of the date that you first agree to this Agreement (“Opt-Out-Period”). Your email must be sent from the email address you use for your Account, and must include your full name, residential address and a clear statement that you want to opt out of arbitration.   

8. Additional Terms.
This section includes some additional important terms. For instance, this Agreement is the whole agreement between us regarding your use of Viomed. Depending on where you reside or have your place of business, this Agreement is governed by either US law. If we ever change it in a way that meaningfully reduces your rights, we’ll give you notice and an opportunity to cancel. Also, if you’re reading this in a language other than English, note that the English language version controls. 

8.1. Entire Agreement.
This Agreement constitutes the entire agreement between you and Viomed regarding the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. You agree that you have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty or representation except those expressly set out in this Agreement. You also may be subject to additional terms, policies or agreements that may apply when you use other services, including Third Party Services. This Agreement creates no third party beneficiary rights, and no third party shall have any right or standing to claim benefit or bring a action to enforce this Agreement (except otherwise agreed upon in additional terms between you and a Viomed group company that sets forth such Viomed group company’s third party beneficiary rights to enforce this Agreement). 

8.2. Controlling Law; Judicial Forum For Disputes.

8.2.1. US Users. 
If you are a US User, this Agreement (including its existence, formation, operation and termination) and the Services as well as all disputes and matters arising out of or in connection with this Agreement and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of the State of Texas, without regard to its conflict of law provisions, except that the Federal Arbitration Act (“FAA”) shall prevail to the extent that there exists any conflict between the FAA and the laws of the State of Texas with respect to Section  7. If Section 7 is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 7.4, you and Viomed agree that any judicial proceeding (other than small claims actions) arising out of or in connection with this Agreement (including itsexistence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the federal or state courts of Texas, Texas and you and Viomed consent to venue and personal jurisdiction in such courts. 

8.4. Waiver, Severability And Assignment. 
Our failure or delay to enforce any provision of this Agreement is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not delegate, transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer or assign this Agreement or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice. If you are an EU Consumer, we will ensure that the delegation, transfer or assignment does not adversely affect your rights under this Agreement. 

8.5. Modifications.
We may modify this Agreement from time to time, and will post the most current version on our site. If a modification meaningfully reduces your rights, we’ll notify you (by, for example, sending you an email or displaying a prominent notice within theServices). The notice will designate a reasonable period after which the new terms will take effect. Modifications will not apply retroactively. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Agreement and price changes. If you disagree with our changes, then you must stop using the Services and cancel all Paid Services. 

8.6. Events Beyond Our Control. 
We are not in breach of this Agreement or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control. 

8.7. Translation. 
This Agreement was originally written in English. We may translate this Agreement into other languages. In the event of a conflict between a translated version and the English version, the English version will control except where prohibited by applicable law.