Legal Terms and Conditions

ENROLLMENT AGREEMENT AND RELEASE OF LIABILITY

Atrus, Inc. ("Atrus") operates the National AED Registry ("Registry"), and other AED registries under the “Atrus” logo including, but not limited to “Minnesota AED Registry”, “Orange County AED Registry”, “Nevada Project Heartbeat AED Registry”, “Maryland AED Registry” and “Cayman Islands AED Registry”. The Registry is an online information system intended to help link automated external defibrillators ("AEDs"), AED users and sudden cardiac arrest victims, and to help AED owners manage and track data and information concerning their AEDs. Through its AED Link™ product, Atrus endeavors to provide certain subscribing 911 dispatch agencies and other public safety entities access to information regarding the location of AEDs stored in the Registry. Through the Registry, Atrus endeavors to notify designated AED inspectors via email of the expiration date of batteries and electrodes based on the information submitted by the AED site manager or AED inspector. Whether an AED inspector acts on this information is entirely within the discretion of the inspector.

Please carefully read this Agreement. By on the checking the “I ACCEPT THE TERMS OF ENROLLMENT" button, you acknowledge that you have read this Agreement and agree to be bound by the terms and conditions of this Agreement. If you do not agree to these terms and conditions, do not use or continue to use the Registry.

If you are a company or organization that is providing AED Program Management services to AED owners, your use of this registry is intended to notify EMS or dispatch centers of the location and availability of AEDs. By agreeing to these terms, you are avowing that you are authorized to accept these terms on behalf of your clients and assuring that all information submitted to the Registry on behalf of those organizations is true.

Additionally, Maryland AED Programs clicking “I ACCEPT THE TERMS OF ENROLLMENT" button agree to follow the MIEMSS Maryland Public Access AED Program Requirements as outlined on the MIEMSS webpage which have been developed to provide maximum safety to all individuals concerned in the event of a cardiac emergency, and to the best of your knowledge, assure that all information submitted to the Maryland AED Registry on behalf of your organization is true.

If you do not agree to these terms and conditions, do not use or continue to use the Registry.

1. Enrollment

You may enroll as an AED site manager or inspector. If you are enrolling on behalf of an entity, you represent that you are authorized to accept these terms on behalf of the entity. Further, if you enroll as an AED site manager, you represent that you own or are an authorized agent of the owner of the AEDs you register or have the right to provide information regarding the AEDs that you register ("Registered AEDs"). Whether you enroll as an AED site manager or inspector , you represent that you are eighteen (18) years of age or older, that you will submit all required enrollment information and that all such information is to the best of your knowledge accurate and complete. If you become aware that any such information is inaccurate or incomplete, you will promptly update the information so that it is complete and accurate. Atrus is not obligated to independently verify the accuracy or completeness of the information you or any other person provides.

2. Permitted Use

If you are an AED site manager with a valid password, then, provided you comply with the terms and conditions of this Agreement, you are authorized to access and use the web pages assigned to your account to store, manage, administer and maintain information and data concerning the Registered AEDs. If you are an AED inspector with a valid password, then, provided you comply with the terms and conditions of this Agreement, you are authorized to access and use the web pages assigned to your AED site manager's account to receive AED maintenance messages and record the results of AED inspections and maintenance tasks. If you provide information regarding AEDs that you do not own, you acknowledge and agree that Atrus may, with or without notice to you, transfer information and data you submit regarding such AEDs to the account of the owner of such AEDs or its agent or representative if the owner or its agent or representative enrolls as a site manager. In such event, you will no longer have the right to manage or administer the data and information you have submitted regarding such AEDs. This Section 2 sets forth the entirety of your rights to use the Registry and all data, content, information, software, technology and other materials available on, in or through the Registry excluding data or information that you provide ("Materials"). Atrus reserves all rights to the Materials in the Registry not expressly granted hereunder, including, without limitation, exclusive ownership of the Materials and all associated intellectual property rights. Without limiting the generality of the foregoing, the rights granted under this Section 2 do not include and you will not:

a. publish, publicly perform or display, or distribute to any third party any Materials, including reproduction on any computer network or broadcast or publications media;

b. systematically collect and use any data or content including the use of any data spiders, robots, or similar data gathering, mining or extraction methods;

c. make derivative uses of the Registry or the Materials; or

d. use, frame or use framing techniques to enclose any portion of the Registry.

3. Passwords

Only authorized users may use the Registry. The login ID and password selected by you at enrollment or provided to you are to be used solely to access the Registry and manage your account. You are solely responsible for maintaining the security of your login ID and password and for all activity on your account. You should not disclose your password to any third party. If you believe that your login ID or password has been compromised, you should contact Atrus immediately.

4. Your Materials

You agree that any data and information, including but not limited to, enrollment information (e.g., the location of the Registered AEDs and names and telephone numbers of your AED site managers and inspectors), suggestions, feedback and ideas provided by you in the form of e-mail or submissions to Atrus in connection with this Agreement or in postings to the Registry (“Your Materials”) are not your confidential information between Atrus and yourself.

Atrus will have the right to publish aggregate, non-ownership specific AED data information regarding the statistics of AEDs in its Registry including, but not limited to number of AEDs in a specific city, county and State or any other boundary. Furthermore, you are granting Atrus the right to use AED location data in conjunction with its AED Link service to subscribing communities. All data related to AEDs within a radius of a suspected cardiac event called into 9-1-1 will be transferred to the respective agency during that call.

5. Trademarks

"ATRUS" and "NATIONAL AED REGISTRY" along with any of Atrus' product names and logos are trademarks of Atrus and may not be copied, imitated or used, in whole or in part, without Atrus' prior written permission. You may not use any meta-tags or any other "hidden text" utilizing Atrus' trademarks without Atrus' permission. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of Atrus, and may not be copied, imitated, or used, in whole or in part, without Atrus' prior written permission.

6. Changes

Atrus has sole discretion as to the operation and availability of the Registry. Atrus reserves the right to modify, expand, update or otherwise change the Registry or modify the terms of this Agreement. Atrus will notify you of any changes to this Agreement either by sending a notice to you at the e-mail address provided by you at enrollment of any such changes or notifying you when you login into the Registry. Changes to this Agreement will be effective fifteen (15) days after you are notified. If you do not agree to any such change, your sole remedy is to immediately terminate this Agreement pursuant to Section 7 (notwithstanding any notice period). Your continued use of the Registry once the change notice takes effect, as set forth above, will constitute your acceptance of the change.

7. Terms and Termination

The term of this Agreement will commence upon your completion of the enrollment process as indicated by your acceptance of this Agreement and will continue until terminated. Either party may terminate this Agreement for any reason by providing the other party thirty (30) days' prior written notice; provided that Atrus may immediately terminate this Agreement or suspend your access to the Registry upon notice for your breach of any term of this Agreement. Sections 4, 5, 9, 10, 11, 12, 13, 14 and 15 will survive termination of this Agreement for any reason.

8. Obligation to Maintain AEDs

If you are an owner of Registered AEDs or its agent or representative, as between you and Atrus, you are solely responsible for maintaining the Registered AEDs and keeping accurate and complete maintenance records apart from the information stored in the Registry, including, without limitation, battery date expiration and electrode date expiration. As a courtesy, Atrus will attempt to provide email notifications of the need to inspect AEDs, battery date expiration and electrode date expiration for such Registered AEDs to the AED site manager or inspector listed in the Registry. While Atrus will not be liable for failing to do so, it is your responsibility to ensure that emails sent from our Registry are cleared through any SPAM filters, or other such restrictive tools.

If you are an owner of Registered AEDs or its agent or representative, you will establish your own internal controls and procedures to ensure that the Registered AEDs are properly maintained in accordance with the manufacturer's instructions, and you are solely responsible for updating AED battery date and AED electrode date information submitted to the Registry. Atrus has no obligation to independently verify the accuracy or completeness of the information you provide.

9. Responders

Atrus’ AED Link system can auto-notify individuals who are willing to use their assigned AED not only at their location, but also at sites nearby (generally within 1,200 feet). This is a voluntary process on behalf of the Responders. As an AED site in the Registry, you have the option to enter into each AED’s information page the person or persons who are trained in CPR/AED, their contact phone numbers, their training organization and the expiration date of their certification, if any.

The method of contact choices are up to the responders and include not to be contacted at all.

As site manager you are verifying that these responders are volunteers, are not paid to respond, and that you have instructed them, and they have agreed, to respond in a way that will not cause harm to themselves or others. Furthermore, Atrus will be held harmless for any action taken by these responders should they not take the necessary precautions when responding to an alert.

10. Disclaimer of All Warranties

THE REGISTRY AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." YOU WAIVE, RELEASE AND RENOUNCE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY ATRUS OR ITS AFFILIATES WITH RESPECT TO THE REGISTRY, THE MATERIALS OR ATRUS' SYSTEMS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NONINFRINGEMENT, OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.

11. Limitations of Liability

ATRUS WILL HAVE NO LIABILITY FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, REVENUE AND USE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE REGISTRY OR THE MATERIALS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, EVEN IF ATRUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF ATRUS AND ITS AFFILIATES FOR ANY REASON AND UPON ANY CAUSE OF ACTION WILL BE LIMITED TO ONE HUNDRED DOLLARS ($100). THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. IF YOU ARE DISSATISFIED WITH THE REGISTRY OR WITH ANY APPLICABLE TERM OR CONDITION GOVERNING ITS USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THIS AGREEMENT.

12. Indemnification

You will indemnify, defend and hold harmless Atrus, Atrus' affiliates and all 911 dispatch agencies that use information contained in the Registry and their respective employees, officers, directors, agents and representatives from and against any and all claims, suits, actions, demands or proceedings (whether threatened, asserted, or filed) and all related damages, losses, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees and the cost of enforcement of this indemnity) arising out of or relating to any violation or breach by you of any term of this Agreement.

13. Release

Atrus has no responsibility and assumes no liability for any information or data contained in the Registry. Without limiting the foregoing, Atrus is not responsible for any errors or omissions relating to the Registry. Your use of the Registry is at your own risk. YOU HEREBY FULLY RELEASE AND FOREVER DISCHARGE ATRUS, ATRUS' AFFILIATES, 911 DISPATCH AGENCIES AND ANY OTHER PERSON OR ENTITY THAT USES OR CONTRIBUTES INFORMATION CONTAINED IN THE REGISTRY FROM ANY AND ALL LIABILITIES, DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED IN ANY WAY TO YOUR USE OF THE REGISTRY. YOU ACKNOWLEDGE THAT THE RELEASE IN THIS SECTION 12 APPLIES TO ALL CLAIMS FOR INJURY OR DAMAGE RESULTING FROM ANY CAUSE, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF ANY PARTY RELEASED HEREIN.

14. Compliance With Laws

In the performance of this Agreement, you will comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, of any governmental authority having jurisdiction, including, without limitation, Good Samaritan laws applicable to AED owners.

15. No Third Party Beneficiaries

Except for Sections 11 and 12, which is intended to benefit the third parties identified therein, this Agreement is for the benefit of, and will be enforceable by, the parties only. This Agreement is not intended to confer any right or benefit on any third party except as expressly set forth in Sections 11 and 12.

16. Miscellaneous

This Agreement will be governed by and construed in accordance with the laws of the State of Florida notwithstanding any conflict of law rules to the contrary. You agree that any action at law or in equity arising out of or relating to this Agreement or the use of the Registry will be filed only in state or federal court located in Miami-Dade County, Florida, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any such suit, action or proceeding. If any provision of this Agreement will be deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings with respect to the subject matter of this Agreement. No amendment, modification, or waiver of any of the provisions of this Agreement will be valid unless set forth in a written instrument signed by both parties.