Agreement between User and Sotera

The Sotera Wireless, Inc. dba Sotera, Inc. website comprises web pages operated by Sotera or its business partners (“Partners”).

With respect to your access and use of the Sotera Sites, Sotera provides its services to you, subject to the following Terms of Use (“TOU”), which may be updated by Sotera from time to time without notice to you, which updates become effective when posted. You are responsible for regularly reviewing these terms and conditions.

In addition, when using particular Sotera websites or services, you and Sotera shall be subject to any posted guidelines or rules applicable to such sites or services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into these TOU. In the event that any of the terms, conditions and notices contained herein conflict with such guidelines or rules, then these terms shall control.

You agree to be bound by these TOU, and indicate such agreement by any access or use of Sotera Sites and services (the “Agreement”). If you do not agree to these TOU, do not access and use the Sotera Sites and services.

1. PERMITTED USE. Unless otherwise indicated in writing by us, the soteradigitalhealth.com website, our applications (apps), and our offline interactions with you (collectively, the “Sotera Services”) and all content and other materials contained therein, including, without limitation, any Sotera trademark or logo and all designs, text, graphics, pictures, information, data, software, User Content (as defined herein), other files and the selection and arrangement thereof (collectively, “Content”) are the property of Sotera or our licensors or users, as applicable, and are protected by U.S. and international copyright and other laws.
   
   Subject to these Terms, you are hereby granted a limited personal, non-exclusive, non-transferable, non-sublicensable right to access, view and make personal, non-commercial use of the Sotera Services and Content. All rights not expressly granted herein are reserved. You do not acquire any ownership interest in the Sotera Services or Content under these Terms, or any other rights thereto other than to use the Sotera Services in accordance with the right granted, and subject to all terms, conditions, and restrictions of these Terms.
   
   However, such right is subject to these Terms. It does not include any right to, and you shall not, directly or indirectly: (a) sell, resell or use the Sotera Services or Content commercially, (b) distribute, publicly perform or publicly display any Content, (c) modify or otherwise make any derivative uses of the Sotera Services or Content, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than page caching) any portion of the Sotera Services or Content, except as expressly permitted by us, (f) use the Sotera Services to stalk, threaten, or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (g) interfere with the Sotera Services or servers or networks used in connection with the Sotera Services; or (h) use the Sotera Services or Content other than for their intended purposes.
   
   Any use of the Sotera Services or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the right of access and use granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by us, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of Sotera or any third party, whether by estoppel, implication or otherwise. This right is revocable at any time.
   
   You will not remove, alter or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Content.
   
   
2. LINKS TO THIRD PARTY SITES. The Sotera Sites may contain links or produce search results that reference links to third party web sites (“Linked Sites”). Sotera has no control over these Linked Sites or the content within them. Sotera cannot and does not guarantee, represent, or warrant that the content contained in the Linked Sites, including, without limitation, other links, is accurate, legal, and/or inoffensive. Sotera does not endorse the content of any Linked Site, nor do we warrant that a Linked Site will not contain computer viruses or other harmful code that can impact your computer or other web access device. By using the Sotera Sites to search for or link to another site, you agree and understand that such use is entirely at your own risk, and that you may not make any claim against Sotera Wireless for any damages or losses whatsoever resulting from such use. However, if you experience a problem with a Linked Site, please let us know in writing at Sotera Inc., 5841 Edison Place, Suite 140, Carlsbad, CA 92008, USA.
   
   
3. NO UNLAWFUL OR PROHIBITED USE. As a condition of your use of the Sotera Sites, you warrant to Sotera that you will not use the Sotera Sites for any purpose that is unlawful or prohibited by these TOU. You agree not to use the Sotera Sites in any manner which could damage, disable, overburden, or impair the Sotera Sites or interfere with any other party’s use and enjoyment of the Sotera Sites. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Sotera Sites.
   
   
4. PRIVACY AND DISCLOSURE OF INFORMATION. We believe that your privacy and the privacy of all our users is important. Please review our Privacy Policy located at www.soteradigitalhealth.com. If you post any content to the Sotera Sites, by electronic mail or otherwise, we will treat it as non-confidential and non-proprietary to you. By posting any content on the Sotera Sites, you authorize us to use and allow others to use, distribute, and reproduce the content.
   Sotera reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Sotera’s sole discretion.
   
   
5. OWNERSHIP OF SUBMITTED CONTENT. You agree that any and all information and content that you provide to the Sotera Sites becomes the exclusive property of Sotera, and you irrevocably assign all rights of ownership, including, without limitation, intellectual property rights, to Soteraupon submission of the information and content. You represent and warrant that you are the owner of such information and content and are authorized to make such assignments of rights.
   
   
6. WARRANTY DISCLAIMER. Sotera does not promise that the Sotera Sites will be error-free, and uninterrupted, nor that the Sotera Sites will provide specific results from your use of any content, search or link on them. The Sotera Sites and all content contained within them are delivered on an “AS IS” and “AS AVAILABLE” basis. Sotera does not warrant or represent that files you download from the Sotera Sites will be free of viruses or other harmful features. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, Sotera DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
   
   
7. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL SOTERA, OR ITS AFFILIATES AND PARTNERS, BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE SOTERA SITES. IN NO EVENT SHALL SOTERA'S AGGREGATE LIABILITY, OR THE AGGREGATE LIABILITY OF SOTERA'S AFFILIATES AND PARTNERS, TO YOU FOR ANY LOSS, DAMAGE OR CLAIM RELATED TO OR ARISING OUT OF THE SOTERA SITES EXCEED THE GREATER OF THE FOLLOWING: (A) TOTAL AMOUNTS PAID BY YOU TO SOTERA FOR ACCESSING THIS SITE.; OR (B) TEN U.S. DOLLARS ($10.00).
   
   
8. ADDITIONAL REPRESENTATIONS AND WARRANTIES. You represent, warrant, and covenant that (a) you have the power and authority to enter into this Agreement; (b) you are at least eighteen (18) years of age; and, (c) you will only use the Sotera Sites in accordance with these TOU.
   
   
9. INDEMNITY. You agree to indemnify and hold Sotera and its Partners, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorney’s fees, arising from or related to your breach of this Agreement, or the documents it incorporates by reference or your violation of any law or the rights of a third party.
   
   
10. DESIGNATED AGENT FOR ALLEGED COPYRIGHT INFRINGEMENT. Sotera respects the intellectual property of others, and we ask you to do the same. If you believe some content on the Sotera Sites has been copied in such as a way to constitute copyright infringement, please send a note to the address below:
    Sotera, Inc.
    Attn. Legal Dept
    5841 Edison Place
    Suite 140
    Carlsbad, CA 92008, USA

GENERAL. This Agreement shall be governed in all respects by the laws of the State of California, USA without giving effect to its conflict of laws provisions, or any other provisions that would result in the application of a different body of law. Both parties submit to personal jurisdiction by and venue in the state and federal courts in the State of California, County of San Diego, USA, and further agree that any cause of action arising under this Agreement shall be brought in such venue. Notwithstanding the foregoing, Sotera may, at any time, seek injunctive or other equitable relief, wherever it deems appropriate, to protect or enforce its rights under this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall, to the extent practicable, be conformed to a legal and enforceable provision that best accomplishes the original intent of the parties, and the remaining provisions shall remain in full force and effect. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Sotera’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This Agreement and the terms and conditions contained herein sets forth the entire understanding and agreement between us with respect to the subject matter hereof, and supersedes any prior or contemporaneous understanding, whether in written or oral form.

TRADEMARK. The Sotera logo and other Sotera product or service names, trademarks, logos, or other indicia (“Marks”) that may appear on the Sotera websites are the property of Sotera or its subsidiaries, affiliates or third parties. They may not be copied, imitated, or used, in whole or in part, without our prior written permission. Sotera®, ViSi Mobile®, Neos™, and ViSi Neos™ are trademarks of Sotera. Nothing contained in these Terms shall be construed as granting, by implication or otherwise, any license or right to use any such Mark without the prior written permission of Sotera or such third party that may own such Mark. Your misuse of any such Mark, or any other Content, is strictly prohibited.