Vanguard Terms
These Visium Vanguard Program terms (“Terms”) govern your participation in the Visium Vanguard Program on behalf of your Organization (as defined below). By submitting an application, you, on behalf of yourself and your Organization, agree to these Terms.
If any part of these Terms are not complied with, participation may be forfeited, including receipt of any Visium Devices (as defined below) and any such Visium Devices may need to be returned to Lit Thinking (as defined below), all in Lit Thinking’s sole discretion.
What is the Visium Vanguard Program? The Visium Vanguard Program (“Program”) is supported by Prostar Technologies, Inc. d/b/a Lit Thinking 3259 Progress Drive Orlando, FL 32826 (“Lit Thinking”). Lit Thinking will facilitate distribution of up to ten (10) ceiling-mounted Visium Far-UVC units (“Visium Devices”) to up to fifty (50) qualified Organizations (as defined below).
Who Can Apply? Applicants must be US-based healthcare facilities, healthcare clinics, hospitals, dental clinics, veterinary clinics, educational facilities, hospitality and travel facilities, laboratories, life sciences facilities, retail sites, commercial office spaces, food processing and packaging facilities, sports and fitness facilities, and government offices (“Organizations”). Organizations must be a new customer of Lit Thinking.
There is a limit of one (1) application per Organization. As a condition of participating, eligible Organizations hereby agree to read, complete, agree to, and sign additional documentation that, among other things, provides information for compliance purposes and confirms the requirements and conditions of these Terms, if selected as a potential receipt of Visium Devices; and confirms that you have the authority to enter into these Terms personally and as a “Representative” of the Organization for which you are submitting an application, and legally bind that entity (and be bound) to comply with these Terms. Each Representative must be at least eighteen (18) and the age of majority in their jurisdiction of residence.
How Can an Organization Apply? Eligible Organizations must submit a complete application at https://litthinking.com/visium-vanguard/ (the “Program Website”) between 12:00:01 AM Pacific Time (“PST”) on May 6, 2025 and 11:59:59 PM PST on September 1, 2025, or while supplies (the “Application Period”). An authorized Representative acting on behalf of an eligible Organization must follow the on-screen instructions on the Program Website to complete and submit the Program application including all required information about the Organization and contact information such as first and last name, telephone number and email address of the Representative who is submitting the application. If you do not provide all required information, your application will not be considered. The application will also ask for a commitment from applicants to do the following if they are selected:
1. Install Visium Devices in accordance with the “Installation Guidelines” provided, and cover the cost of such installment, within thirty (30) days of receipt using a licensed electrician.
2. Allow Lit Thinking access to the facilities to conduct before-and-after microbiological surface swab testing.
3. Grant Lit Thinking a license to use of the Organization’s name, logo, and facility imagery in a published, co-branded case study
How Will Recipients be Determined? On a rolling basis, while supplies last, during the Application Period, Lit Thinking will review properly submitted applications and create a list of qualified, suitable applicants based on the following criteria (“Criteria”).
• Based upon market profile and impact of case study, technical fit and future sales potential;
• Effectiveness and relevance of the use case / application of the Visium Devices; and
• Ease of implementation of an effective pilot.
Lit Thinking will contact each qualified, suitable applicant to: (i) establish alignment with the Criteria, (ii) gather information to help Lit Thinking determine the number of Visium Devices that would demonstrate effectiveness in the Organization’s facility(ies), (iii) discuss implementation details, and (iv) produce an offer for the Organization’s consideration (the “Offer(s)”). No obligation or contract exists unless an Offer is both: (i) made by Lit Thinking and, (ii) accepted by the Organization. Lit Thinking will be the sole decision maker on chosen Organizations and recipient selection, which decisions are final.
Applications must be truthful and accurate. Applications must not infringe, misappropriate, or violate any rights of any third party including, without limitation, rights of privacy or publicity. Applicants may only include content about persons or entities from whom the applicant Organization has all necessary permissions and rights, including, if applicable, permission from any referenced or depicted minor’s parent or legal guardian. All applicants agree to provide Lit Thinking with written confirmation and/or documentation proving such permissions and rights upon request.
You are solely responsible for complying with all applicable federal, national, provincial, state, territorial, and local laws, rules, or regulations in connection with participating in the Program. Proof of application (such as, without limitation, a screenshot of your application) does not constitute proof of actual receipt of a submission for purposes of this Program. Applications will not be returned and, in fact, may be destroyed after the Application Period is over. Keep a copy of each element of your application. Applications that are incomplete, illegible, corrupted, damaged, destroyed, altered, false, lost, late, misdirected, garbled or otherwise not in compliance with these Terms will not be accepted and will be void.
What Will Each Recipient Receive? Each selected recipient of Visium Devices will receive up to ten (10) Visium Devices, as well as Lit Thinking Installation Guidelines, a custom Blueprint Analysis, and advice on optimum fixture placement. The approximate retail value (“ARV”) of each Visium Device is $2,499. Visium Device allocation is determined by Lit Thinking’s assessment of the facility(ies) in its sole discretion. Only 5,000 Visium Devices available. Visium Devices will be granted to Organizations, not individuals.
When Will Recipients be Notified? Applicants will be selected on a rolling basis beginning May 2025 while supplies last and will be notified by the end of September 2025. Lit Thinking has no obligation to inform or communicate with unsuccessful applicants.
How Will I Receive my Visium Devices? Organizations who accept their Offer to receive Visium Devices can expect to receive an email with instructions regarding the fulfillment process. Organizations will be required to provide a business address for shipment and a point of contact for delivery. Visium Devices will not be shipped to an individual’s residential address.
What are the Requirements after Visium Devices are awarded? Recipients of Visium Devices will sign a quote (for 0 dollars, including free shipping) that incorporate the Lit Thinking Technologies Standard Terms and Conditions of Sale. As a condition of participating, eligible Organizations hereby agree as follows if selected as a potential recipient:
- Provision of Visium Devices is subject to additional terms from Lit Thinking, which will be issued prior to receipt of the Visium Devices.
- To the fullest extent allowable under applicable law, all applicable taxes (including, without limitation, national, federal, state, provincial, territorial, and/or local taxes), as well as any expenses arising from acceptance or use of the Visium Devices and not specified in these Terms as being provided by Lit Thiking are the sole responsibility of the recipients
- Each Organization that receives Visium Devices agrees to:
o Sign documentation without alteration allowing Lit Thinking to use its name and certain other information, including potentially identifying its Representative, for publicity and marketing purposes in any media whatsoever
o Install Visium Devices within thirty (30) days of receipt using a licensed electrician and cover the cost of such installation.
o Follow the Visium Blueprint and Installation Guidelines to ensure optimal fixture placement and setup.
o Allow Lit Thinking team members access to Organization’s facility(ies) to conduct before-and-after microbiological surface swab testing.
o Grant Lit Thinking a license to use of the Organization’s name, logo, and facility imagery in a published, co-branded case study.
General Rules. Decisions, as made by Lit Thinking, will be final in all matters relating to this Program, including interpretation of these Terms and acceptance or rejection of applicants at any time. Applicants agree to not damage or cause interruption of the Program and/or prevent others from participating in the Program. Lit Thinking reserves the right to restrict or void participation from any IP address, email address or domain, device, or other designator or identifiable source if any fraudulent or harmful participation is suspected, as determined by Lit Thinking in its sole discretion. Lit Thinking further reserves the right to disqualify any applicant who they believe has attempted to tamper with or impair the administration, security, fairness, or proper play of this Program. ANY ATTEMPT TO DAMAGE ANY ONLINE SERVICE OR WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY VIOLATE CRIMINAL AND CIVIL LAWS. IF SUCH AN ATTEMPT IS MADE, LIT THINKING MAY DISQUALIFY ANY PARTICIPANT OR APPLICANT MAKING SUCH ATTEMPT AND MAY SEEK DAMAGES TO THE FULLEST EXTENT PERMITTED BY LAW.
If Lit Thinking determines at any time in its sole discretion that a recipient of Visium Devices is disqualified, ineligible, or in violation of these Terms, Lit Thinking reserves the right in its sole discretion to select an alternate recipient, even if the disqualified potential recipient’s name may have been shown or announced. If the Program is not capable of running as planned for any reason, Lit Thinking reserves the right, in their sole discretion, to cancel, modify or suspend the Program. If a recipient Organization is dissolved or is otherwise unable to use the Visium Devices provided to them, such recipient Organization agrees to promptly return the Visium Devices to Lit Thinking.
In the event there is an alleged or actual ambiguity, discrepancy, or inconsistency between disclosures or other statements contained in any Program-related materials and these Terms (including any alleged discrepancy or inconsistency within these Terms), it will be resolved by Lit Thinking in its sole discretion. Applicants waive any right to claim ambiguity in the Program or these Terms. Lit Thinking’s failure to, or decision not to, enforce any provision in these Terms will not constitute a waiver of that or any other provision. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Terms will otherwise remain in effect and will be construed in accordance with their terms as if the invalid or illegal provision were not contained in these Terms.
LIMITATION OF LIABILITY. EACH PARTICIPATING ORGANIZATION AND EACH OF ITS AGENTS AND REPRESENTATIVES, AGREES TO RELEASE AND HOLD HARMLESS LIT THINKING, AND ITS PARENT AND SUBSIDIARY COMPANIES, AFFILIATES, DIVISIONS, REPRESENTATIVES, CONSULTANTS, SUB-CONTRACTORS, SUPPLIERS, DISTRIBUTORS, LEGAL COUNSEL, ADVERTISING, PUBLIC RELATIONS, PROMOTIONAL, FULFILLMENT AND MARKETING AGENCIES (COLLECTIVELY, THE “RELEASED PARTIES”) FOR ANY LIABILITY WHATSOEVER ASSOCIATED WITH PARTICIPATION IN THIS PROGRAM, INCLUDING, WITHOUT LIMITATION, FOR INJURIES OR DAMAGES OF ANY KIND SUSTAINED IN CONNECTION WITH THE USE, ACCEPTANCE, POSSESSION, MISUSE OR AWARDING OF ANY VISIUM DEVICES, OR WHILE PREPARING FOR, PARTICIPATING IN AND/OR TRAVELING TO OR FROM ANY PROGRAM-RELATED ACTIVITY. EACH PARTICIPANT AGREES THAT THE VISIUM DEVICES ARE PROVIDED AS-IS WITHOUT ANY WARRANTY, REPRESENTATION OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, WHETHER NOW KNOWN OR HEREINAFTER ENACTED, RELATIVE TO ITS USE OR ENJOYMENT.
BY PARTICIPATING IN THIS PROGRAM, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, U.S.A., AND ANY SIMILAR LAW IN ANY JURISDICTION, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Force Majeure. Without limiting any other provision in the Terms, Lit Thinking is not responsible or liable to any applicant (or any person claiming through such applicant) for delay or failure to perform its obligations hereunder in the event that Lit Thinking’s operations or activities are affected by any cause or event beyond the sole and reasonable control of Lit Thinking (as determined in its sole discretion), including, without limitation, by reason of any acts of God, equipment failure, threatened or actual terrorist acts, air raid, act of public enemy, war (declared or undeclared), civil disturbance, insurrection, riot, epidemic, pandemic, fire, explosion, earthquake, flood, hurricane, unusually severe weather, blackout, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, any law, rule, regulation, action, order, or request adopted, taken, or made by any governmental or quasi-governmental entity (whether or not such governmental act proves to be invalid), or any other cause, whether or not specifically mentioned above.
Disclaimers. Employees, officers, directors, members, managers, agents, and representatives of the Released Parties are not responsible and/or liable for any of the following, whether caused by a Released Party, applicant, or by human error (except to the extent that any of the following occur for reasons within Lit Thinking’s reasonable control, if applicable law in your jurisdiction of residence dictates that liability to the injured party in such a case cannot be excluded by law): any lost, late, postage-due, incomplete, illegible, incomprehensible, mutilated, or misdirected email, mail, or Program-related correspondence or materials; any error, omission, interruption, defect, or delay in transmission or communication; viruses or technical or mechanical malfunctions; interrupted or unavailable telephonic, cellular, cable, or satellite systems; errors, typos or misprints in these Terms, in any Program-related advertisements or other materials; failures of electronic equipment, computer hardware or software; lost or unavailable network connections or any failed, incorrect, incomplete, inaccurate, garbled or delayed electronic communications; technical or human error which may occur in the administration of the Program or the processing of applications; or any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from applicant’s participation in the Program. The Released Parties are not responsible for electronic communications that are undeliverable as a result of any form of active or passive filtering of any kind, or for insufficient space in a person’s email account or voicemail inbox to receive messages. Released Parties are not responsible, and may disqualify an applicant, if any contact information provided by the applicant does not work or is changed without giving prior written notice to Lit Thinking. Without limiting any other provision in these Terms, the Released Parties are not responsible or liable to any applicant (or any person claiming through such applicant) for any inability to proceed with the Program at any stage or failure to provide Visium Devices, in the event that any of the Program activities or any of Lit Thinking’s operations or activities are affected, as determined by Lit Thinking, by any cause or event beyond the sole and reasonable control of a Released Party (as determined by the Released Parties in their sole discretion).
PRIVACY. Lit Thinking will have access to the information submitted in your application, which will be used in accordance with Lit Thinking’s privacy policy, available here.
DISPUTES/GOVERNING LAW. Except where prohibited by law, any and all disputes, claims, and causes of action between an applicant or participant and any Released Party arising out of or connected with the Program including these Terms must be resolved individually, without resort to any form of class action or legal action on behalf of any group. Further, in any such dispute, under no circumstances will an applicant or participant be permitted or entitled to obtain awards for, and hereby waives all rights to claim punitive, incidental or consequential damages, or any other damages, including attorneys’ fees, other than the applicant’s actual out-of-pocket expenses (if any), not to exceed ten dollars ($10) and each applicant and participant further waives all rights to have damages multiplied or increased.
Any dispute arising under these Terms or related to these Terms (whether for breach of contract, tortious conduct, or otherwise) will be governed by the internal laws of the State of Florida, U.S.A., without giving effect to its conflicts of law or choice of law principles or rules that would cause the application of the laws of any other jurisdiction. Any legal actions, suits or proceedings related to the Program including these Terms (whether for breach of contract, tortious conduct, or otherwise) will be brought exclusively in the state or federal courts located in, or having jurisdiction over, Orange County, Florida, U.S.A., and each applicant accepts and submits to the personal jurisdiction of those courts with respect to any legal actions, suits or proceedings arising out of or related to this Program.