The Materials and Services on the Visionary HealthWare Site are protected by copyright and/or other intellectual property laws and any unauthorized use of the Materials or Services on the Visionary HealthWare Site may violate such laws. Except as expressly provided herein, Visionary HealthWare and its suppliers do not grant any express or implied right to you under any patents, copyrights, trademarks or trade secret information with respect to the Materials and Services. Except as specifically permitted herein, no portion of the Materials on the Visionary HealthWare Site may be reproduced in any form or by any means without the prior written permission of Visionary HealthWare.

The trademarks, logos and service marks (collectively, the “Marks”) displayed on the Visionary HealthWare Site are the property of Visionary HealthWare or other third parties. You are not permitted to use the Marks without the prior written consent of Visionary HealthWare or such third party. Visionary HealthWare and the Visionary HealthWare logo are trademarks of the Visionary HealthWare Corporation.

All of the contents you see, hear or otherwise experience on the Visionary HealthWare Site (the “Content”), including, for example, all of the page headers, images, illustrations, graphics, and texts are subject to trademark, service mark, trade dress, copyright and/or other intellectual property rights or licenses held by Visionary HealthWare, its affiliates or by third parties who have licensed their materials to Visionary HealthWare. The entire Content of the Visionary HealthWare Site is copyrighted as a collective work under U.S. copyright laws, and Visionary HealthWare owns a copyright in the selection, coordination, arrangement and enhancement of the Content.

Except as otherwise specifically agreed in a separate writing signed by Visionary HealthWare, the Content of the Visionary HealthWare Site, and the Visionary HealthWare Site as a whole, is intended solely for personal use by the users of the Visionary HealthWare Site, and you agree not to resell or otherwise provide any portion of the Visionary HealthWare Site, or access thereto, to any third party. You may download, print and store selected portions of the Content, provided that you: (i) only use these copies for your own personal, informational, internal and noncommercial use and you will not distribute the Content; (ii) do not copy or post the content on any network computer or broadcast the Content in any media; and (iii) do not modify or alter the Content in any way, or delete or change any copyright or trademark notice. No right, title or interest in any downloaded materials is transferred to you as a result of any such downloading. Visionary HealthWare reserves the complete title and full intellectual property rights in any Content you download from the Visionary HealthWare Site. Except as noted above, you may not copy, download, reproduce, modify, publish, distribute, transmit, transfer or create derivative works from the Content without first obtaining written permission from Visionary HealthWare. Visionary HealthWare shall have the right to revoke the authorization to view, download and print documents and information available on the Visionary HealthWare Site at any time and any such use shall be discontinued immediately upon notice from Visionary HealthWare.

The rights specified above to view, download and print the documents and information available on the Visionary HealthWare Site are not applicable to the design or layout of the Visionary HealthWare Site. Elements of the Visionary HealthWare Site are protected by trade dress and other laws and may not be copied or imitated in whole or in part.

Unless information contained on the Visionary HealthWare Site is specifically identified as public information, all content contained on the Visionary HealthWare Site is considered confidential information of Visionary HealthWare (including, but not limited to, the Visionary HealthWare Site’s features, functions, options, tools, capabilities, format and layout) (the “Confidential Information”), and you agree not to copy, republish or redistribute the Confidential Information or disclose the Confidential Information to any third parties unless and only to the extent Visionary HealthWare has given you prior written permission to do so.

You acknowledge that Visionary HealthWare may use and disclose to third parties certain information from registration or other related data to enforce the Terms and Conditions or to protect itself or others and in accordance with our Privacy Statement located at http://www.Visionary HealthWare.com/privacy/. In addition, due to the nature of the Internet and other factors, privacy in your communications cannot be assured and this should always be considered when deciding to transmit confidential or other information through the Visionary HealthWare Site. By accessing the Visionary HealthWare Site, you agree to the Privacy Statement in all respects.

You may communicate with Visionary HealthWare through the Visionary HealthWare Site and via e-mail at the addresses provided to you on the Visionary HealthWare Site. Unless otherwise expressly noted, use of e-mail is for communication purposes only, and no transactions or contracts will be consummated with Visionary HealthWare through the use of e-mail. E-mail communications are not secure and are treated as non-confidential and non-proprietary. If you send information via e-mail, you do so at your own risk and Visionary HealthWare shall have no obligation or liability of any kind with respect to any e-mail communications sent by you. You should not submit any Protected Health Information (as that term is defined in the Privacy Statement available on the Visionary HealthWare Site) via e-mail. Visionary HealthWare shall have no obligation or liability of any kind with respect to any such Protected Health Information that you provide via e-mail or via the Visionary HealthWare Site.

In order to use certain portions of the Visionary HealthWare Site, you are required to complete a registration form containing your first and last name, mailing address, and your e-mail address. If you do not provide all of this information, you will not be able to register for, or use those portions of the Visionary HealthWare Site. In consideration for your use of the Visionary HealthWare Site, you agree to provide true, accurate, current and complete information about yourself as submitted in any registration form on the Visionary HealthWare Site and to maintain up-to-date information which is true, accurate, current and complete at all times by making changes, additions or deletions to your profile, as required. If any information provided is not true, accurate, current or complete, or Visionary HealthWare has reasonable grounds to suspect that the information is untrue, inaccurate, not current or complete, then Visionary HealthWare shall have the right to suspend or terminate your right to use the Visionary HealthWare Site and refuse to provide any current or future services to you.

ALL CONTENT AND OTHER INFORMATION, DATA AND MATERIALS ON THE VISIONARY HEALTHWARE SITE OR OBTAINED OR DELIVERED THROUGH THE SERVICES IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusions of warranties.

VISIONARY HEALTHWARE MAKES NO WARRANTY THAT THE VISIONARY HEALTHWARE SITE WILL MEET YOUR REQUIREMENTS OR THAT ACCESS THERETO WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. VISIONARY HEALTHWARE DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE VISIONARY HEALTHWARE SITE, THAT THE RESULTS THAT MAY BE OBTAINED FROM SUCH USE WILL BE RELIABLE OR ACCURATE OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE VISIONARY HEALTHWARE SITE WILL MEET YOUR EXPECTATIONS. Visionary HealthWare ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, OR BROWSING IN THE VISIONARY HEALTHWARE SITE OR YOUR DOWNLOADING OF ANY MATERIAL, DATA, TEXT, OR IMAGES FROM THE VISIONARY HEALTHWARE SITE OR THROUGH USE OF THE SERVICES.

YOUR USE OF THE VISIONARY HEALTHWARE SITE IS AT YOUR OWN RISK. NEITHER VISIONARY HEALTHWARE NOR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE VISIONARY HEALTHWARE SITE OR THE SERVICES PROVIDED THROUGH THE VISIONARY HEALTHWARE SITE IS LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF THE Visionary VISIONARY HEALTHWARE SITE OR THE SERVICES.

If you are dissatisfied with the Visionary HealthWare Site, or with these Terms and Conditions, your sole and exclusive remedy is to discontinue using the Visionary HealthWare Site. You acknowledge, by your use of the Visionary HealthWare Site, that your use of the Visionary HealthWare Site is at your sole risk. Applicable law may not allow the limitation of liability set forth above, so this limitation of liability may not apply to you. If any part of this limitation of liability is found to be invalid, inapplicable or unenforceable for any reason, then the aggregate liability of Visionary HealthWare and its affiliates in such circumstances for liabilities that otherwise would have been limited shall not exceed One Thousand Dollars ($1,000.00).

Subject to the Privacy Statement located at http://www.visionaryhealthware.com/privacy on the Visionary HealthWare Site, any communication or material that you transmit to the Visionary HealthWare Site or by electronic mail or otherwise, including any data, questions, comments, suggestions or the like, (a) is and will be treated as, non-confidential and non-proprietary, and (b) may be used by Visionary HealthWare or its affiliates for any purpose, including but not limited to reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, Visionary HealthWare is free to use any ideas, concepts, know-how, or techniques, contained in any communication you send to the Visionary HealthWare Site for any purpose whatsoever, including but not limited to developing, manufacturing, and marketing products using such information.

We welcome your comments and suggestions regarding the Visionary HealthWare Site. However, any comments, feedback, notes, messages, ideas, suggestions, support requests, feature requests or other communications sent by you (or on your behalf) to Visionary HealthWare (collectively, the “Comments”) will be and remain the exclusive property of Visionary HealthWare. Your submission, directly or indirectly, of any Comment will constitute an assignment to Visionary HealthWare of all rights, titles and interests in all copyrights and other intellectual property rights in that Comment. Visionary HealthWare will be entitled to use, reproduce, disclose, publish and distribute any and all Comments for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any Comment that you do not wish to assign to us. You agree not to submit any Comment that may be submitted in violation of any agreement or obligation to keep that Comment confidential. Visionary HealthWare expressly disclaims any interest in any Comments that you are not authorized to submit. Of course, any information you submit that personally identifies you will be subject to our Privacy Statement.

You agree to indemnify, defend and hold harmless Visionary HealthWare and its subsidiaries and affiliates and their respective directors, officers, shareholders, employees, agents, clients and contractors from and against any loss, claim, demand, cost and expense (including reasonable legal fees) asserted by any third party due or arising from or in connection with your use of or conduct on the Visionary HealthWare Site, your violation of the Terms and Conditions or your violation of any rights of another user. Visionary HealthWare reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, which shall not excuse your indemnity obligations.

This Visionary HealthWare Site may contain links to other Internet sites or resources (“External Sites”). Since these External Sites are not under the control of Visionary HealthWare, you acknowledge and agree that Visionary HealthWare shall not be responsible for the availability of the External Sites nor is it responsible or liable for any content, advertising, products or other materials located on or through any External Site. Links provided to External Sites do not represent endorsements of any information, products or services on such sites, and no information on such sites has been approved or endorsed by Visionary HealthWare. Under no circumstances shall Visionary HealthWare be held responsible or liable for any loss or damages caused or alleged to have been caused by use of or reliance on any content, goods, or services available on such External Sites. Any concerns that you may have regarding any External Sites should be directed to its respective site administrator or webmaster.

These Terms and Conditions will be governed by and interpreted pursuant to the laws of the State of California, notwithstanding its conflicts of laws provisions. You agree and hereby submit to the exclusive personal jurisdiction and venue of any federal or state court located in Orange County, California, for the resolution of any disputes arising from these Terms and Conditions or any use or access of the Visionary HealthWare Site.

These Terms and Conditions constitute the entire agreement between you and Visionary HealthWare governing your use of the Visionary HealthWare Site and will supersede any prior agreements between you and Visionary HealthWare concerning such subject matter. The failure of Visionary HealthWare to exercise or enforce any right of provision of these Terms and Conditions will not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court to be invalid or unenforceable the parties nevertheless agree that the court will endeavor to give effect to the parties’ intentions as reflected in these Terms and Conditions, and the other provisions of these Terms and Conditions will remain in full force and effect.