VIVID – Website Terms of Use

Last updated: February 6, 2019

1. Acceptance of Terms
These Terms of Use ("Terms") You are reading are a legally binding agreement between Institute of Valvular
Research, Inc. ("VIVID ", "We", "Our" or "Us") and Yourself ("You") and collectively with other User of the
Services (as defined below) (the "Users"). By accessing or using VIVID's website (https://valveinvalve.org
and/or https://valveinvalve.com; the "Website") and/or all other interactive features, medical services, and
communications provided by VIVID You agree that You have read, understood, accepted and agreed to be
bound by these Terms.

If You do not agree to any of the terms below, We may be unwilling to grant You access to Our Services. If You
are unwilling to accept all of the terms of this Agreement, You should not visit our Services VIVID and You
should exit the Services.

VIVID reserves the right, in its sole discretion, to revise or modify these Terms at any time, and You agree to
be bound by such revisions or modifications. You are responsible for viewing these Terms periodically. Your
continued Use of the Services after a change or modification of these Terms has been made will constitute
Your acceptance of the revised Terms. If We feel the modifications are material, We may contact us using the
contact us section on our website. All new and/or revised Terms take effect immediately and apply to Your
Use of the Services from that date on, except that material changes may take effect 7 days after the change is
made and identified as material. If You do not agree to the Terms, Your only remedy is to discontinue Your
Use of the Services.

If You violate the Terms, VIVID reserves the right to issue You a warning regarding the violation or to
immediately terminate or suspend all or part of your use of the Services. You agree that VIVID does not need
to provide You notice before terminating or suspending Your use of the Services, but it may provide such
notice in its sole discretion.

You agree that VIVID may change any part of the Services, including its content, at any time, or discontinue
the Services or any part thereof, suspend or terminate Your access to some or all of the Services and refuse
any and all current or future Use of the Services, for any reason, without notice to You and without liability.
You declare that by acceptance of these Terms and/or by Using the Services You are of legal age to form a
binding contract with VIVID, and in any case, at least 16 years of age. You may not Use the Services and may
not accept these Terms if You are a person barred from receiving the Services under the laws of the Israel.

2. Description of the Services
VIVID provides guidance for operators regarding the valve in valve candidate, defines PPM conditions and
describes scenarios at risk for residual stenosis after the procedure in addition to suggesting optimal THV
sizing and conditions in which bioprosthetic valve ring fracture may be considered (the “VIVID Calculator”; the
VIVID Calculator, the Website and any other VIVID's products, applications and services shall be collectively
referred to as the “Services“).

3. Access to the Services
It is Your responsibility to ensure Your mobile device or computer meets all the necessary technical
specifications, to enable You to access and Use the Services.
VIVID cannot guarantee that the Services will always function without disruptions, delay or errors. VIVID takes
no responsibility for any disruption, interruption or delay caused by any failure of, or inadequacy in any of
these items or any other items over which We have no control, including, but not limited to, failures or delays
resulting from labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or
supplies, war, terrorism, riot, or acts of God.

4. Payment
VIVID may, at its sole discretion, change these Terms and begin charging for access and use of the Services
and/or certain features or certain suggested services, and VIVID may, at its sole discretion, add, remove or
change the features and Services it offers or the fees (including the amount or the type of fees) VIVID charges
at any time. VIVID is not responsible for any charges or expenses You incur resulting from being billed by VIVID
in accordance with these Terms (including, inter alia, any kind of payment services).

5. Login Information
In order to access some of the Services, You shall be required to log in. You cannot Use another log in details
without permission. When logging in, You must provide accurate and complete information. Logging in to the
Services authorizes a single individual to Use the Services unless otherwise expressly stated.
Any personal information You provide Us when logging into the Services, which may include Your name and email address, and any such other information, will be held and used in accordance with these Terms and
VIVID's Privacy Policy available at the Website, which constitute an integral part of these Terms. You agree
that You will supply accurate and complete information to Us, and that You will update that information
promptly after it changes. You represent and warrant that You have full right and authority to provide VIVID
with the foregoing information, including, without limitation, any third party's consent (to the extent required
under any applicable law).

6. Commercial Information in the Services
It is understood that the advertising of commercial content by VIVID does not constitute a recommendation or
encouragement to procure the goods or services advertised.
Insofar as the Website may include information taken from and links to services or applications not operated
or managed by Us, We will not be liable for any form of liability arising from Your reliance on, or in connection
with, the content of such services and applications or any information provided by them, including but not
limited to its completeness, accuracy, correctness or it being up-to-date. VIVID will not be liable for any direct
or indirect damage, monetary or otherwise, arising from Your Use of or Your reliance on the content of goods
or services You have accessed via ads or other links on the Services.

7. Termination of Use
You acknowledge that VIVID is not required to provide You notice before suspending or terminating Your use
of the Services or selectively removing, revoking or garnisheeing benefits associated with Your use of the
Services. In the event that VIVID terminates Your use of the Services, You may not participate nor make Use of
the Services again without VIVID's express consent. VIVID reserves the right to refuse to keep log in details for,
and provide access to the Services, or other services to any individual. You may not allow individuals which
their Use of the Services have been terminated by Us to Use Your log in details. If You believe that any action
has been taken against Your use of the Services in error, please contact Us at: registry@valveinvalve.org

8. Right to Use the Services
Subject to Your agreement and compliance with these Terms, VIVID grants You a personal, non-exclusive, nontransferable, revocable, limited scope right to access and Use the Services. You hereby acknowledge that Your
right to access and Use the Services is limited by these Terms, and, if You violate, or if, at any point, You do not
agree to any of these Terms, Your right to access and Use the Services shall immediately terminate, and You
shall immediately refrain from Using the Services. If the Services or any part thereof is determined to be illegal
under the laws of the country in which You are situated, You shall not be granted any right to Use the Services,
and must refrain from Using the Services.

9. Rules of Conduct and Usage
You represent and warrant that You have full right and authority to Use the Services and to be bound by these
Terms. You agree that You will comply fully with these Terms and all applicable domestic and international
laws, regulations, statutes, ordinances that govern Your Use of such Services. Without limiting the foregoing
and in recognition of the global nature of the Internet, You agree to comply with all local and international
rules regarding online conduct. You also agree to comply with all applicable laws affecting the transmission of
content or the privacy of persons.
You undertake that You shall not defraud, or attempt to defraud, VIVID or other Users, and that You shall not
act in bad faith in Your Use of the Services. If VIVID determines that You have acted in bad faith and/or in
violation of these Terms, or if VIVID determines that Your actions fall outside of reasonable standards, VIVID
may, at its sole discretion, terminate Your use of the Services and prohibit You from Using the Services.

10. Safety Warnings

Services should be used responsibly.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE OUR SERVICES IS AT YOUR SOLE RISK AND THAT VIVD SHALL BEAR NO LIABILITY FOR ANY INJURY YOU SUFFER AS A DIRECT OR INDIRECT RESULT OF ACCESSING OR USING THE SERVICES. IF YOU BELIEVE THAT YOU MAY SUFFER ANY INJURY AS A RESULT OF ACCESSING OR USING THE SERVICES, WHETHER DIRECTLY OR INDIRECTLY, YOU SHOULD NOT USE THE SERVICES.

11. Intellectual Property Ownership
VIVID and/or its affiliates retain all rights in the Services including any general and/or aggregated, information
regarding or related to data about User’s Usage of the Services (the "Services' Materials"). The entire contents
of the Services are protected by applicable copyright, trade dress, patent, and trademark laws, international
conventions, and other laws protecting intellectual property and related proprietary rights. You shall not, nor
shall You cause any other party to modify, decompile, disassemble, reverse engineer, copy, transfer, create
derivative works from, rent, sub-license, distribute, reproduce framed, republish, scrape, download, display,
transmit, post, lease or sell in any form or by any means, in whole or in part, Use for any purpose other than
for Using the Services pursuant to these Terms or otherwise exploit any of the Services' Materials without
VIVID's explicit, prior written consent. All other Uses of copyrighted or trade mark material, including any
derivative Use, require explicit, prior written consent from VIVID. Any reproduction or redistribution of
materials not in accordance with these Terms is explicitly prohibited and may result in the termination of Your
use of the Services as Well as severe civil and criminal penalties.

Any feedback, suggestions opinions, advice and all other information expressed by any third-parties on the
Services represent their own views and not those of VIVID. You should not rely on such feedback, suggestions,
opinions, advice or other information. Neither VIVID nor any of its affiliates or their respective agents,
directors, employees, information providers, licensors, licensees, officers and/or affiliates shall be responsible
or liable for any decisions made based on such information.

12. Disclaimer of Warranty; Limitation of Liability; Indemnification
You agree that Your Use of the Services shall be at Your sole risk. The Services are provided on an "AS IS" and
"AS AVAILABLE" basis. You are solely responsible for any and all acts or omissions taken or made in reliance on
the Services. To the fullest extent permitted by law, VIVID, its officers, directors, employees, and agents
disclaim all warranties, explicit or implied, in connection with the Services and Your Use thereof including
implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, Usefulness,
authority, accuracy, completeness, and timeliness.

VIVID assumes no liability or responsibility for any:

Errors, mistakes, inaccuracies, non-suitability or non-conformity of any content including those related to
the Services;
Direct, indirect, special, incidental, punitive or consequential damages including without derogating
personal injury, property damages and/or monetary damages, of any nature whatsoever, arising out of
the Use of or the inability to Use the Services;
Any unauthorized access to or Use of Third Party Materials, secure servers and/or any and all Personal
Information and/or financial information stored therein;
Any interruption or cessation of transmission to or from the Services;
Any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Services by any
third party;
Any results that may be obtained from the Use of the Services;
The quality of any information, or other material obtained by You through the Services;
Any content which is published, displayed and/or suggested through the Services, its integrity, accuracy
and/or reliability; or
Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the Use
of any content posted, e-mailed, transmitted, or otherwise made available via the Services.

Without derogating from the abovementioned, the content on the Website, the Services, or any information
provided by VIVID shall not constitute any kind of advice, and is not intended to be a substitute for
professional medical advice, diagnosis, or treatment. Reliance on any information provided is solely at your
own risk. The content of the Services may be of interest to medical professions or other health care providers.
Medical professionals and health care providers should exercise their own judgment in determining whether a
particular product or procedure is appropriate for their practice or their patients.

Without derogating from the abovementioned, in no event will VIVID, its stockholders, directors, officers,
agents, contractors, partners, consultants and/or employees, be liable to You or any third person for any
special, direct, indirect, incidental, punitive, or consequential damages whatsoever, including any lost profits
or lost data arising from Your Use of the Services or other materials on, accessed through or downloaded from
the Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not VIVID
has been advised of the possibility of these damages. The foregoing limitation of liability shall apply to the
fullest extent permitted by law in the applicable jurisdiction. You specifically acknowledge that VIVID shall not
be liable for any User submissions and/or defamatory, offensive and/or illegal conduct by any third party, and
that the risk of harm or damage from and/or associated with the foregoing rests entirely with You. Without
derogating from the aforementioned, in any event VIVID's maximum liability in all cases and from all causes of
action shall be limited to the sum of US$ 1.

In the event You are dissatisfied with, or dispute, these Terms and/or the Services, Your sole right and
exclusive remedy is to terminate Your Use of the Services, even if that right or remedy is deemed to fail of its
essential purpose. You confirm that VIVID has no other obligation, liability or responsibility to You or any other
party.

You agree to indemnify and hold VIVID, and each of its directors, officers, agents, contractors, partners and
employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses,
including reasonable attorney's fees, arising out of or in connection with any of the following:
Your Use of, and access to the Services;
Your violation of any term of these Terms;
Your violation of any third party right, including without limitation any copyright, property, or privacy
right;
Any claim that any User submission made by You has caused damage to a third party; or
Any User Content You post or share on or through the Services.

Certain laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If
these laws apply to You, some or all of the above disclaimers, exclusions or limitations may not apply to You,
and You might have additional rights.

13. Notices
Notices to You may be made via Our website and/or e-mail. VIVID may also provide notices of changes to
these Terms or other matters, by displaying notices or links to notices to You generally on the Services. You
agree that all agreements, notices, disclosures and any other communications that VIVID provides as
aforementioned, satisfy any legal requirement that such communications be in writing. Any and all e-mail
notices sent to You will constitute sufficient and effective delivery and notice to You, whether or not You
access or review the notice and shall be deemed to have been delivered to You, whether actually received by
You or not.

14. General
By Using or visiting the Services, You agree that the laws of the State of Israel, without regard to principles of
conflict of laws and regardless of Your location, will govern these Terms and any dispute of any sort that might
arise between You and VIVID. Any claim or dispute between You and VIVID that arises in whole or in part from
Your Use of the Services shall be decided exclusively by a court of competent jurisdiction located in Tel-Aviv,
Israel, to the exclusion of any other courts, and You hereby consent to, and waive all defenses of lack of
personal jurisdiction and forum non-convenient with respect to venue and jurisdiction in the courts of TelAviv, Israel.

REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST BE COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

The failure by VIVID to enforce any provision of these Terms, will not constitute a waiver of future
enforcement of that or any other provision. If for any reason, a court of competent jurisdiction finds any
provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent
permissible and the other provisions of these Terms will remain in full force and effect.

These Terms constitute the complete and exclusive agreement between VIVID and You regarding its subject
matter, and supersedes all prior or contemporaneous quotations, agreements, communications or
understandings, whether written or oral, relating to its subject matter. Any waiver, modification or
amendment of any provision of these Terms will be effective only if in writing and signed by duly authorized
representatives of each party.

Please also refer to Our Privacy Policy to view the terms and conditions governing the way We manage,
collect, store, and use the information You provide Us in connection with Our Services.

For any questions about these Terms, or any other issue regarding VIVID or the Services, please contact Us at:
registry@valveinvalve.org.

All rights reserved, Institute of Valvular Research, Inc.