Terms of Use

***IMPORTANT, PLEASE READ THESE ONLINE TERMS OF USE CAREFULLY.

Cardio Flow, Inc., a Delaware corporation (“Cardio Flow,” “we,” “our” or “us”) provides this website under its control (“Website”) to you (“you” or “your”) for your personal use conditioned on acceptance of these Terms of Use (“Terms of Use”). If you do not agree to these Terms of Use, please leave this Website.

1. Acceptance of Terms of Use

These Terms of Use constitute a legal agreement between Cardio Flow and you.

Please review these Terms of Use carefully.  By using the Website, you agree to be bound by these Terms of Use.

These Terms of Use include a disclaimer of warranties, exclusive remedies and a disclaimer of liability, as well as indemnification by you, in Sections 7, 8, 9 and 10. Please review those sections (and all other terms) carefully.

Please also review our Privacy Policy, which contains important information regarding the collection, use, disclosure and protection of your information.  Your agreement to these Terms of Use includes your agreement to our Privacy Policy. You understand that the Terms of Use supplement any End User License Agreement for any application (including, but not limited to, any Cardio Flow iPhone, iPod Touch, iPad, Android or BlackBerry app) that you use to access the Website (the “EULA”).  If there is a conflict between these Terms of Use, the EULA and the Privacy Policy, the Privacy Policy shall have precedence with respect to the subject matter covered by it, and the Terms of Use shall have precedence over general use of the Website (as a visitor to the Website).

NOTE THAT Cardio Flow may make changes to these Terms of Use at any time.  We encourage you to review our Website and these Terms of Use regularly for any such changes.  Your continued access to or use of the Website shall be deemed your acceptance of these changes and the reasonableness of these standards for notice.

2. Permitted Use of the Website

If you have agreed to these Terms of Use and your rights have not been terminated, Cardio Flow will provide you access to the Website.  You agree to access and use the Website, to the extent permitted by the functionality of the Website, solely for your own non-commercial purposes.  You understand that your access rights are personal, nonexclusive and nontransferable, that your rights may be terminated by Cardio Flow if you do not abide by these Terms of Use, and that you may have liability to Cardio Flow and third parties if you misuse the Website.

You may download or print portions of the content of the Website, but not any significant portion of the content.  You may use such downloads/print copies only for your own personal, non-commercial use. You may not remove the copyright and/or other proprietary notices located on any such content.

Your use of the Website must be in accordance with all applicable laws.  You acknowledge that you do not acquire any ownership rights in the Website or any portions of their content from your access to or use of them.

3. Rights to Content

a. Website Content. You acknowledge that Cardio Flow is responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Website (the “Website Content”).

b. Copyrights, Trademarks and Other Proprietary Rights. You agree that Cardio Flow and its licensors own all rights, title and interest in the Website and all Website Content (including, but not limited to, any products, titles, computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, documentation, chat transcripts, profile information, recordings of products used, and the Cardio Flow product and server software).  All trademarks, service marks and trade names used in the Website are owned by Cardio Flow or other respective owners.  The entirety of the Website Content is protected under the copyright laws of the United States, international treaties and other intellectual property laws (including without limitation the copyright in the selection, coordination, arrangement and enhancement of all content).  The Website may contain or reference patents, technologies, products or other proprietary rights of Cardio Flow, its third party vendors and other third parties.  Nothing on the Website should be construed as conferring by implication, estoppel or otherwise any license or right under any trademarks, copyrights, patents, technologies, products, or other proprietary rights of Cardio Flow, any of its third party vendors or other third parties.

c. Cardio Flow Names and Logos. The Cardio Flow name and logo and all other logos, service marks and trademarks made available through the Website Content are owned or licensed by Cardio Flow (the “Cardio Flow Marks”). You agree not to display or use in any manner any Cardio Flow Marks without Cardio Flow’s prior written consent.

d. User Submissions.  Except as otherwise provided in our Privacy Policy, any material, information, ideas, concepts, know-how, techniques, or other communication you transmit to us by any means (“User Submissions”) will be deemed non-confidential and non-proprietary.  We will have no obligations with respect to User Submissions.  We and our designees will be free to copy, disclose, distribute, incorporate and otherwise use User Submissions and all data, images, sounds, text, and other things embodied therein for any and all commercial or noncommercial purposes.

e. Feedback. By submitting ideas, suggestions, documents and/or proposals to Cardio Flow through emails or through our suggestion, feedback, wiki, forum or similar web pages (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties; (ii) Cardio Flow is not under any obligation of confidentiality, express or implied, with respect to the Feedback, (iii) Cardio Flow shall be entitled to use and disclose such Feedback for any purpose, in any way, worldwide; (iv) Cardio Flow may have something similar to the Feedback already under consideration or in development, and (v) you are not entitled to any compensation or reimbursement of any kind from Cardio Flow under any circumstances. In addition, the Website may include various forums, blogs and chat features where you can post User Submissions, including observations and comments on designated topics.

4. User Conduct

We do not allow unauthorized access (hacking) into the Website.  The use of deep-links, page scrapes, web crawlers, web robots, web scutters, spiders, wanderers, ants, automatic indexers, bots, worms, or other such devices, or programs, algorithms or methodologies which do the same things in connection with the Website, is prohibited.

We reserve all rights in the Website and the Website Content not granted to you.  Without limiting the foregoing, except as permitted above, you may not modify, publish, reproduce, duplicate, translate, recreate, upload, download, post, display, perform, transmit, distribute, assign, license, lease, transfer, sell, use to create derivative works or otherwise exploit the Website or the Website Content (in whole or in part) for any purpose.  Your use of the Website does not give you any right to use any of the logos, trademarks, service marks, or other indicators of origin appearing on the Website.

Any use of the Website or the Website Content, in whole or in part, not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

5. Additional Restrictions on Use

You agree that you will not, under any circumstances:

– Interfere or attempt to interfere with the proper functioning of the Website or connect to or use the Website in any way not expressly permitted by these Terms of Use;

– Use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through the Website, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by the Website;

– Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or the Website, whether through the use of a network analyzer, packet sniffer or other device;

– Make any automated use of the Website, or take any action that imposes or may impose (in Cardio Flow’s sole discretion) an unreasonable or disproportionately large load on the infrastructure for the Website;

– Bypass any robot exclusion headers or other measures Cardio Flow takes to restrict access to the Website or use any software, technology or device to send content or messages, scrape, spider or crawl the Website or harvest or manipulate data;

– Use, facilitate, create, or maintain any unauthorized connection to the Website, including, but not limited to: (i) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Website; or (ii) any connection using programs, tools or software not expressly approved by Cardio Flow;

– Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Website, or to obtain any information from the Website;

– Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Website;

– Upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

– Solicit or attempt to solicit personal information from other users of the Website;

– Collect, harvest or post anyone’s private information, including, but not limited to, personally identifiable information (whether in text, image, video or any other form), identification documents; or

– Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, but not limited to, clear GIFs, 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).

6. Links

The Websites may contain links to other websites or resources that are owned and operated by third parties (each a “Linked Website”).  You acknowledge and agree that Cardio Flow is not responsible for the availability of such Linked Websites, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available through such Linked Websites or for your use of them.  You further acknowledge and agree that Cardio Flow shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any Linked Website.

7. Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, AND CARDIO FLOW AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE.  CARDIO FLOW MAKES NO WARRANTY AS TO ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE WEBSITE. YOUR USE OF THE WEBSITE IS SOLELY AT YOUR OWN RISK.  FURTHERMORE, CARDIO FLOW AND ITS LICENSORS AND VENDORS DO NOT WARRANT THAT THE AVAILABILITY OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR CODE OR THAT THE USE OF THE WEBSITE WILL COMPLY WITH THE RULES OF ANY THIRD PARTY SOCIAL NETWORKING WEBSITE.  ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

8. Exclusive Remedy

If you are dissatisfied with the Website (including without limitation these Terms of Use), your sole and exclusive remedy is to leave the Website.

9. Limitations on Liability

NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OF USE OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CARDIO FLOW AND ITS VENDORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST OR CORRUPTED DATA OR CONTENT, ANY ERRORS CAUSED BY THE TOOLS AVAILABLE THROUGH THE WEBSITE, ANY TERMINATION, SUSPENSION OR OTHER LOSS OF YOUR OR A THIRD PARTY’S SOCIAL NETWORKING ACCOUNT OR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF USE OF THE WEBSITE OR ANY SUBJECT MATTER OF THESE TERMS OF USE, EVEN IF CARDIO FLOW HAS BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES UNDER ANY THEORY OF LIABILITY.  THE TOTAL LIABILITY OF CARDIO FLOW TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE WEBSITE SHALL BE LIMITED TO THE AMOUNT OF YOUR ACTUAL DAMAGES, NOT TO EXCEED U.S. $ 100.00. THE LIMIT OF LIABILITY MAY NOT BE EFFECTIVE IN SOME STATES. IN NO EVENT SHALL CARDIO FLOW, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR VENDORS BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES OTHER THAN THE AMOUNT DESCRIBED ABOVE.

10. Indemnification

Cardio Flow and its licensors, vendors, insurers, agents and commercial partners and our respective officers, directors, stockholders, employees and agents are, collectively, the “Cardio Flow Parties.”  You agree to indemnify and hold the Cardio Flow Parties harmless from and against any and all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorney’s fees, that arise from any content or data you post, transmit or link from on the Website, your misuse of the Website, including, but not limited to, your violation of these Terms of Use or any “click-through terms” that may apply when you access particular services or materials on certain areas in the Website, your violation of applicable law or your violation of any rights of any third party.

11. Governing Law; Jurisdiction; Venue

The Website can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Cardio Flow intends to announce such services or content in your country.  Cardio Flow controls the Website from its offices within the United States, and your data is stored in servers managed by Cardio Flow in the United States.  Cardio Flow makes no representation that the Website is appropriate, may be downloaded, or is available for use outside the United States.  Access to the Website where the content or access or use of the Website is illegal is prohibited.  Those who choose to access and use the Website from outside the United States do so on their own initiative, at their own risk, and are responsible for compliance with applicable local laws and U.S. export and other applicable laws.

If a dispute arises between you and Cardio Flow, we strongly encourage you to contact us directly to seek a resolution at Cardio Flow, Inc., P.O. Box 120018, St. Paul, Minnesota 55112-9998. The laws of the State of Delaware will govern these Terms of Use and all agreements incorporated by reference herein, without reference to its conflicts of law principles, except that the federal law of the United States shall apply to questions regarding the validity, infringement or enforceability of U.S. federal patent, copyright and trademark rights relating in any way to these Terms of Use or the Website.  English is the only language applicable to these Terms of Use and all agreements incorporated by reference herein.  You agree to submit to the exclusive jurisdiction of, and waive any venue objections and defenses of lack of personal jurisdiction against, the State and Federal courts located in Minnesota, except that you acknowledge that any breach of Sections 2 and 4 cannot reasonably or adequately be compensated by damages in an action at law and that a breach or threatened breach of such provisions shall cause Cardio Flow irreparable injury and damage, and Cardio Flow shall be entitled, in addition to any other remedies it may have, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any actual or threatened breach in any court of competent jurisdiction.  Process may be served on you in the manner authorized by applicable law or court rule.

12. Miscellaneous Terms

If any provision of these Terms of Use is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force.  The failure of either you or Cardio Flow to require performance by the other party of any provision of these Terms of Use will not affect the right to require performance at any time in the future; nor will the waiver by either party of a breach of any provision be taken or held to be a waiver of the provision itself.  These Terms of Use and all agreements incorporated by reference herein are the entire and exclusive agreement between you and Cardio Flow with respect to your access and use of the Website.  You may not assign this agreement or any portion thereof, in whole or in part, including by operation of law, without Cardio Flow’s prior written consent.  Cardio Flow may freely assign this agreement and delegate its obligations hereunder.  Except as otherwise provided herein, any notice permitted or required to be given to Cardio Flow under this agreement shall be deemed sufficient, if given by registered or certified mail, postage prepaid, return receipt requested, by private courier service to Cardio Flow, Inc., P.O. Box 120018, St. Paul, Minnesota 55112-9998, and any notice permitted or required to be given to you under this agreement shall be deemed sufficient by posting the notice of the change on the Website. Any delays in performance by Cardio Flow under this agreement will not be considered a breach of this agreement.  There are no third party beneficiaries to this agreement.