Terms of Service
This Terms of Service (“TOS”) is a legally binding agreement made by and between Stereotaxis, Inc. (“Stereotaxis”) and you, personally and, if applicable, on behalf of the entity for whom you are using this web site (collectively, “you”). This TOS governs your use of the web site located at OdysseyExperience.com (“Web Site”), so please read it carefully.
BY ACCESSING OR USING ANY PART OF THE WEB SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS TOS. IF YOU DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE THE WEB SITE.
INTERNET TECHNOLOGY AND APPLICABLE LAWS, RULES AND REGULATIONS CHANGE FREQUENTLY. ACCORDINGLY, STEREOTAXIS RESERVES THE RIGHT TO MAKE CHANGES TO THIS TOS AT ANY TIME. YOUR CONTINUED USE OF THE WEB SITE CONSTITUTES ASSENT TO ANY NEW OR MODIFIED PROVISION OF THIS TOS THAT MAY BE POSTED ON THE WEB SITE.
- Using The Web Site.
- Eligibility. Except as expressly provided below, the Web Site may only be used by individuals who can form legally binding contracts under applicable law.
- Compliance. You must comply with all of the terms and conditions of this TOS, the policies referred to below, and all applicable laws, regulations and rules when you use the Web Site.
- License and Restrictions. Subject to the terms and conditions of this TOS, you are hereby granted a limited, non-exclusive right to use the content and materials on the Web Site in the normal course of your use of the Web Site. Stereotaxis will retain ownership of its intellectual property rights and you may not obtain any rights therein by virtue of this TOS or otherwise, except as expressly set forth in this TOS. You will have no right to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit or sublicense from materials or content available on the Web Site, except as expressly set forth in this TOS. You may not attempt to reverse engineer any of the technology used on the Web Site.
- Prohibited Conduct. In your use of the Web Site, you may not: (i) infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any party; (ii) defame, abuse, harass, stalk any individual, or disrupt or interfere with the security or use of the Web Site or any web sites linked to the Web Site; (iii) interfere with or damage the Web Site, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; (iv) impersonate another person or entity, misrepresent your affiliation with a person or entity, including (without limitation) Stereotaxis or create or use a false identity; (v) attempt to obtain unauthorized access to the Web Site or portions of the Web Site that are restricted from general access; (vi) engage, directly or indirectly, in transmission of “spam,” chain letters, junk mail or any other type of unsolicited solicitation; (vii) collect, manually or through an automatic process, information about other users without their express consent or other information relating to the Web Site; (viii) use any meta tags or any other “hidden text” utilizing Stereotaxis’s name, trademarks, or product names; (ix) advertise, offer to sell, or sell any goods or services, except as expressly permitted by Stereotaxis; (x) engage in any activity that interferes with any third party’s ability to use or enjoy the Web Site; (xi) “deep link” to or “frame” any portion of the Web Site or (xii) assist any third party in engaging in any activity prohibited by this TOS.
- Other Users. If you become aware of any conduct that violates this TOS, Stereotaxis encourages you to contact Stereotaxis Customer Service. Stereotaxis reserves the right, but will have no obligation, to respond to such communications.
- Our Content.
- Copyright. All materials on the Web Site, including without limitation, the logos, design, text, graphics, audio clips, video clips, other files, and the selection, arrangement and organization thereof are owned by Stereotaxis, its licensors or other entities. Unauthorized use of such materials is strictly prohibited. Copyright © 2006 Stereotaxis, Inc. ALL RIGHTS RESERVED.
- Trademarks. Product names, logos, designs, titles, and words or phrases used on any Stereotaxis web site, including, without limitation, STEREOTAXIS and related design marks are owned by Stereotaxis, its licensors or other entities. All page headers, custom graphics, button icons and scripts are trademarks or trade dress of Stereotaxis. If you use such trademarks or logos, you must include appropriate attribution. All other trademarks, trade names and the like that appear on the Web Site are the property of their respective owners. You may not use any of these trademarks, trade dress, or trade names without express permission.
- Representations and Warranties. You represent and warrant to Stereotaxis that: (i) you have the full power and authority to enter into and perform your obligations under this TOS; (ii) your assent to and performance of your obligations under this TOS does not constitute a breach of or conflict with any other agreement or arrangement by which you are bound, or any applicable laws, regulations or rules; (iii) this TOS constitutes legal, valid and binding obligations on you, enforceable in accordance with its terms and conditions; (iv) you will not infringe the patent, copyright, trademark, trade secret, right of publicity or other intellectual property or proprietary right of any third party in your use of the Web Site; and (v) you will comply with all applicable laws, rules and regulations in your use of the Web Site, including this TOS.
- Indemnification. You agree to indemnify and hold Stereotaxis and its employees, representatives, agents, attorneys, affiliates, directors, officers, members, managers and shareholders (“Indemnified Parties”) harmless from any damage, loss, cost or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third party claim, demand or action (“Claim”) brought or asserted against any of the Indemnified Parties: (i) alleging facts or circumstances that would constitute a breach of any provision of this TOS by you or (ii) arising from, related to, or connected with your use of the Web Site. If you are obligated to provide indemnification pursuant to this provision, Stereotaxis may, in its sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limiting the foregoing, you may not settle, compromise or in any other manner dispose of any Claim without the consent of Stereotaxis.
- DISCLAIMERS, EXCLUSIONS AND LIMITATIONS.
- DISCLAIMER OF WARRANTIES. STEREOTAXIS PROVIDES THE WEB SITE ON AN “AS IS” AND “AS AVAILABLE” BASIS. STEREOTAXIS DOES NOT REPRESENT OR WARRANT THAT THE WEB SITE OR ITS USE (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. STEREOTAXIS MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS TOS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.
- EXCLUSION OF DAMAGES. STEREOTAXIS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE WEB SITE, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.
- LIMITATION OF LIABILITY. IN NO EVENT WILL THE LIABILITY OF STEREOTAXIS ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS TOS OR THE WEB SITE EXCEED $1000
- Force Majeure. Stereotaxis will not be liable for failing to perform under this TOS by the occurrence of any event beyond its reasonable control, including, without limitation, a labor disturbance, an Internet outage or interruption of service, a communications outage, failure by a service provider to Stereotaxis to perform, fire, terrorism, natural disaster or war.
- Arbitration. All disputes arising out of or relating to this TOS (including its formation, performance or alleged breach) or your use of the Web Site will be exclusively resolved under confidential binding arbitration held in St. Louis, Missouri before and in accordance with the Rules of the American Arbitration Association. For disputes at which less than $10,000 is at issue, the parties may elect to pursue non-appearance based arbitration. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this TOS will be joined to an arbitration involving any other party subject to this TOS, whether through class arbitration proceedings or otherwise. Notwithstanding the foregoing, either party will have the right to seek injunctive or other equitable relief in state or federal court located in St. Louis, Missouri to enforce these terms or prevent an infringement of a third party’s rights. In the event equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such court.
- WAIVER OF CLASS ACTION RIGHTS. BY ENTERING INTO THIS TOS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS TOS MUST BE ASSERTED INDIVIDUALLY.
- Limitation of Actions. You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the Web Site, must be filed within one calendar year after such claim or cause of action arises, or forever be barred.
- Changes to the Web Site. Stereotaxis may, in its sole discretion, change, modify, suspend, make improvements to or discontinue any aspect of the Web Site, temporarily or permanently, at any time without notice to you, and Stereotaxis will not be liable for doing so. If you do not agree with any changes made to the Web Site you may elect not to use or visit the Web Site.
- By Stereotaxis. Stereotaxis will have the right in its sole discretion, for any reason or no reason at all, without notice or liability to you or any third party, to terminate your access to the Web Site, with or without cause. Such reasons may include, without limitation: (i) your breach of any part of this TOS or (ii) your violation of the rights of any third party.
- Effect of Termination. Following termination, you will not be permitted to use the Web Site. If your access to the Web Site is terminated, Stereotaxis reserves the right to exercise whatever means it deems necessary to prevent unauthorized access to the Web Site, including, but not limited to, technological barriers, IP mapping and direct contact with your Internet Service Provider (ISP). Regardless of whether you have the right to access or use the Web Site, this TOS will survive indefinitely unless and until Stereotaxis chooses to terminate it.
- Notices and Electronic Communications. All notices required by or permitted to be given under this TOS will be in writing and delivered to the other party by any of the following methods: (i) hand delivery, (ii) certified U.S. mail, return receipt requested, postage prepaid, (iii) overnight courier, or (iv) electronic mail. If you give notice to Stereotaxis, you must use the address shown on the Web Site. If Stereotaxis provides notice to you, Stereotaxis must use the contact information provided by you to Stereotaxis. All notices will be deemed received as follows: (i) if by hand-delivery, on the date of delivery, (ii) if delivery by U.S. Mail, on the date of receipt appearing on a return receipt card, (iii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iv) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. Each party agrees that any notice that it receives from the other party electronically satisfies any legal requirement that such communications be in writing.
- Additional Terms. This TOS contains the entire understanding of you and Stereotaxis regarding the use of the Web Site, and supersedes all prior and contemporaneous agreements and understandings between you and Stereotaxis regarding its subject matter. This TOS will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Missouri without reference to conflict of law principles. This TOS and all of your rights and obligations under them will not be assignable or transferable by you without the prior written consent of Stereotaxis. No failure or delay by a party in exercising any right, power or privilege under this TOS will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this TOS. You and Stereotaxis are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by this TOS. The invalidity or unenforceability of any provision of this TOS will not affect the validity or enforceability of any other provision of this TOS, all of which will remain in full force and effect.