MedicalGPS™, LLC NOTICE TO USER: PLEASE READ THIS
CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF OUR SITE, RESOURCES,
E-BOOKS, TEMPLATES, ACCESS TO SERVICES, OR ACCESS ANY MedicalGPS, LLC
TECHNOLOGY (as defined under "Ownership" below), YOU ACCEPT ALL THE TERMS AND
CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON;
TRANSFERABILITY; WARRANTY; LIABILITY; AND SPECIFIC EXCEPTIONS. YOU AGREE THAT
THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY
YOU. IF YOU DO NOT AGREE, DO NOT PURCHASE OR DOWNLOAD ANY RESOURCES, E-BOOKS,
TEMPLATES, ACCESS ANY SERVICES, OR ACCESS ANY MedicalGPS, LLC TECHNOLOGY.
By using this site and purchasing resources from MedicalGPS, LLC, users agree
to honor and protect the copyright of these resources by using them for your or
your organization's use only and not distributing the files or attempting to
open them without purchasing the required unlocking key from MedicalGPS, LLC.
Doing so is a violation of U.S. copyright laws.
Some resources are provided by third parties, such as publishers and authors,
to MedicalGPS, LLC for sale and distribution, and MedicalGPS, LLC makes no
warranty or claim regarding the content or usability of the resources.
Our Site (including but not limited to text, graphics, images, logos, buttons,
icons, software and other materials, not including the specific downloadable
content, hereafter "Content") is the sole property of MedicalGPS, LLC, and is
protected by U.S. copyright and international treaties. MedicalGPS, LLC
authorizes you to view and download the Content on the Site solely for you or
your organization's use (a replacement download of Content due to incomplete or
defective downloads is permissible only as described in the FAQ section of the
site). You agree to abide by the copy protections as may be assigned to the
Content and its particular digital format and related Digital Rights Management
(DRM) as assigned by the publisher. Unauthorized use of the Content may violate
copyright, trademark and other laws. You may not reproduce, modify, display,
sell, or distribute the Content, or use it in any other way for public or
commercial purposes. This includes copying or adapting the HTML code used to
generate Web pages on the Site. Additionally, attempting to decipher,
recompile, disassemble or reverse engineer any of the software comprising or in
any way making up a part of the Site or service is expressly prohibited.
All Site designs, copy, graphics and logos and certain other names or logos are
service marks or trademarks of MedicalGPS, LLC. In addition, the "look" and
"feel" of the Site (including color combinations, button shapes, layout, design
and all other graphical elements) are also protected by MedicalGPS, LLC
trademarks, service marks and copyrights. All other product and service marks
contained on the Site are the trademarks of their respective owners. You agree
to be bound by third party licenses of software or content that is available or
part of the Site and to abide by the terms of use of any such third party
software or content.
The Site and its Services are intended solely for individuals and organizations
that are purchasing products or services available on the site.
As one of the conditions of your use of the Site and Service, you represent,
warrant and agree that you will not use (or plan, encourage or help others to
use) the Site for any purpose or in any manner that is prohibited by this
Agreement or by applicable law. It is your responsibility to ensure that your
use of the Site complies with this Agreement.
Users are prohibited from violating or attempting to violate the security of
the Site, including, without limitation: accessing data not intended for such
user or logging into a server or account which the user is not authorized to
access; attempting to probe, scan or test the vulnerability of a system or
network or to breach security or authentication measures without proper
authorization; attempting to interfere with service to any user, host or
network, including, without limitation, via means of submitting a virus to the
Site, overloading, "flooding", "mail bombing" or "crashing"; sending
unsolicited e-mail, including promotions and/or advertising of products or
services; forging any TCP/IP packet header or any part of the header
information in any e-mail or newsgroup posting.
Use of any device, software or routine to interfere or attempt to interfere
with the proper working of the Site or any activity being conducted on the
Site, or taking any action, which imposes an unreasonable or disproportionately
large load on the Site's infrastructure, is expressly prohibited.
Violations of these Security Rules may result in civil or criminal liability.
MedicalGPS, LLC will investigate occurrences that may involve such violations
and may involve, and cooperate with, law enforcement authorities in prosecuting
users who are involved in such violations.
To purchase resources, e-books, templates, access services, or access any
MedicalGPS, LLC technology you must complete the registration process by
providing MedicalGPS, LLC with current, complete and accurate information as
prompted by the registration form, including your e-mail address (username) and
password. You are responsible for maintaining the confidentiality of your
information, username and password. You shall be responsible for all uses of
your registration, whether or not authorized by you. You agree to immediately
notify MedicalGPS, LLC upon learning of any unauthorized use of your account,
registration, information, username, password or any other breach of security.
You shall protect your passwords and take full responsibility for your own, and
third party, use of your accounts. You are solely responsible for any and all
activities that occur under your account. From time to time, MedicalGPS, LLC
(or its wholly-owned subsidiaries') support staff may log in to the Service
under your customer password in order to maintain or improve service, including
to provide you assistance with technical or billing issues. You hereby
acknowledge and consent to such access.
By using the Services you agree to defend, indemnify and hold harmless
MedicalGPS, LLC from and against any claims, actions or demands, including
without limitation reasonable legal and accounting fees, alleging or resulting
from this Agreement, your breach of this Agreement, your conduct or your use of
the Site and Services.
You further agree to release MedicalGPS, LLC from any claims, demands and
damages (actual, consequential, direct and indirect) of every kind and nature,
known and unknown, suspected and unsuspected, disclosed and undisclosed,
arising out of or in any way connected with this Agreement.
IN NO EVENT SHALL MedicalGPS, LLC BE LIABLE FOR ANY DAMAGES WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST
PROFITS, INCOME, OR DAMAGES RESULTING FROM LOST DATA, INACCURATE INFORMATION,
OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR ACCESS TO, OR THE INABILITY
TO USE OR ACCESS, SITE AND THE CONTENT AND/OR ANY DOCUMENT, WHETHER BASED ON
WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT
MedicalGPS, LLC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION
OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY
NOT APPLY TO YOU. IF THIS EXCLUSION OR LIMITATION OF LIABILITY IS HELD
INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN MedicalGPS, LLC's MAXIMUM
LIABILITY FOR ANY TYPE OF DAMAGES SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR
THE SERVICES PROVIDED HEREUNDER.
By entering into this Agreement you acknowledge that MedicalGPS, LLC is simply
providing products and services for a fee, and that it makes no warranties of
any kind relating to the data, documents, or products.
Furthermore nothing on the Site shall be considered an endorsement,
representation, assumption of responsibility or warranty with respect to any
third party, whether in regards to their web site, products, technologies,
services, business practices or otherwise.
MedicalGPS, LLC DOES NOT WARRANT THAT ITS SITE OR SERVICES WILL OPERATE
ERROR-FREE OR THAT THE SITE OR ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR
OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE
NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, MedicalGPS, LLC IS NOT
RESPONSIBLE FOR THOSE COSTS.
MedicalGPS, LLC DOES NOT GUARANTEE THE SERVICE WILL BE OPERABLE AT ALL TIMES OR
DURING ANY DOWN TIME (1) CAUSED BY OUTAGES TO ANY PUBLIC INTERNET BACKBONES,
NETWORKS OR SERVERS, (2) CAUSED BY ANY FAILURES OF YOUR EQUIPMENT, SYSTEMS OR
LOCAL ACCESS SERVICES, (3) FOR SCHEDULED MAINTENANCE OR (4) RELATING TO EVENTS
BEYOND MedicalGPS, LLC's (OR ITS WHOLLY OWNED SUBSIDIARIES') CONTROL SUCH AS
STRIKES, RIOTS, INSURRECTION, FIRES, FLOODS, EXPLOSIONS, WAR, GOVERNMENTAL
ACTION, LABOR CONDITIONS, EARTHQUAKES, NATURAL DISASTERS, OR INTERRUPTIONS IN
INTERNET SERVICES TO AN AREA WHERE MedicalGPS, LLC (OR ITS WHOLLY OWNED
SUBSIDIARIES) OR YOUR SERVERS ARE LOCATED OR CO-LOCATED.
YOU ASSUME FULL RESPONSIBILITY AND RISK FOR USE OF THIS SITE AND THE INTERNET
IN GENERAL. THE SITE AND CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY
WARRANTIES OF ANY KIND. MedicalGPS, LLC, TO THE FULLEST EXTENT PERMITTED BY
LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT. MedicalGPS, LLC MAKES NO WARRANTIES ABOUT THE ACCURACY,
RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT, SERVICES, SOFTWARE,
TEXT, GRAPHICS AND LINKS. MedicalGPS, LLC AND ITS SUPPLIERS DO NOT AND CANNOT
WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE.
ALL SOFTWARE & TEMPLATES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESSED OR IMPLIED. IN NO EVENT WILL MedicalGPS, LLC BE LIABLE FOR ANY
LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL,
INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF
LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE
SOFTWARE, EVEN IF A MedicalGPS, LLC REPRESENTATIVE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY
THIRD PARTY.
MedicalGPS, LLC makes no claims that the Content of its Site is appropriate or
legal to be viewed by certain persons or in certain countries. If you access
the Site or Services from outside of the United States, you do so at your own
risk and are responsible for compliance with the laws of your jurisdiction.
Equitable Relief: You understand and agree that due to the nature of this
Agreement, in addition to money damages, MedicalGPS, LLC will be entitled to
equitable relief upon a breach of this Agreement by you.
Governing Law: This Agreement is governed by the laws of the State of Tennessee
without respect to its conflict of laws principles. Jurisdiction for any claims
arising under this Agreement shall lie exclusively with the state or federal
courts in Williamson County, Tennessee.
Entire Agreement: Except as expressly provided in a particular Legal Notice,
Software License or other notices or Content published on the Site, these terms
represent the entire binding Agreement between us, and our respective
successors and assigns, and supersede any and all prior understanding,
statements or representations, whether electronic, oral or written, regarding
MedicalGPS, LLC, the Site, or Services.
Digital Admissibility: You hereby agree that a printed version of this
Agreement and of any other notice given in electronic form by MedicalGPS, LLC
or in the Site, which is based upon or relating to this Agreement, shall be
admissible in judicial or administrative proceedings and subject to the same
conditions as other agreements, business documents or records originally
generated, entered into, signed or maintained in printed form.
Assignment. MedicalGPS, LLC may assign its rights and obligations hereunder to
any affiliate that is a successor in interest to all or substantially all of
the assets or business of MedicalGPS, LLC' practice, without the consent of
customer.
Binding Effect; Assignment. This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors in interest.
Headings. The headings and captions of the paragraphs and sections of this
Agreement are for convenience only and do not in any manner modify or construe
the intention of the parties or affect any of the provisions of this Agreement.
Severability. If any provision of this Agreement is held to be invalid by a
court for any reason, it shall not affect the validity or enforceability of any
other provision herein, but all other provisions of this Agreement shall remain
in full force and effect.
Waiver. The decision by any party not to enforce the performance of any duty or
obligation of another party hereunder, or to enforce or pursue any breach of
this Agreement by another party, shall not constitute a waiver, but all such
rights of the said party shall continue in full force and effect including the
right at any time to declare the said party in breach or default under this
Agreement.
Term and Termination. Either party to the Agreement may terminate it at any
time and for any reason.
MedicalGPS, LLC Technology. MedicalGPS, LLC has created, acquired or otherwise
has rights in, and may, in connection with the performance of services
hereunder, employ, provide, modify, create, acquire or otherwise obtain rights
in various concepts, ideas, methods, methodologies, procedures, processes,
know-how, and techniques; models (including, without limitation, function,
process, system and data models); templates; and logic, coherence and methods
of operation of systems (collectively, the "MedicalGPS, LLC Technology").
MedicalGPS, LLC Technology includes MedicalGPS' business intelligence system
and processes known and referred to as GPSMappingTM and M3-Patient Experience
survey system and processes known as M3-Patient Experience. GPSMapping,
M3-Patient Experience and their processes are the exclusive property of
MedicalGPS, LLC and customer is granted no ownership, royalty or license to use
GPSMapping or M3-Patient Experience. Customer is only granted access and use of
GPSMapping and M3-Patient Experience during the term of the agreement. After
termination of the agreement for access to GPSMapping and M3 Patient
Experience, customer will have no access or rights to GPSMapping, M3-Patient
Experience or its processes.
Ownership of Deliverables. Except as provided below, upon full and final
payment to MedicalGPS, LLC hereunder, the tangible items specified downloadable
RESOURCES, E-BOOKS or TEMPLATES to which these terms are attached will become
the property of customer, except for MedicalGPS, LLC Technology as it relates
to GPSMapping and M3-Patient Experience.
Ownership of MedicalGPS, LLC Property. To the extent that MedicalGPS, LLC
utilizes any of its property (including, without limitation, the MedicalGPS,
LLC Technology) in connection with the performance of services hereunder, such
property shall remain the property of MedicalGPS, LLC and, except for the
license expressly granted in the preceding paragraph, customer shall acquire no
right or interest in such property. Nothing in this Agreement shall be
construed as precluding or limiting in any way the right of MedicalGPS, LLC to
provide consulting or other services of any kind or nature whatsoever to any
person or entity as MedicalGPS, LLC in its sole discretion deems appropriate.
In addition, and notwithstanding anything in these Terms and Agreements to the
contrary, the parties acknowledge and agree that (a) MedicalGPS, LLC will own
all right, title, and interest, including, without limitation, all rights under
all copyright, patent and other intellectual property laws, in and to the
MedicalGPS, LLC Technology GPSMapping and M3-Patient Experience, and (b)
MedicalGPS, LLC may employ, modify, disclose, and otherwise exploit the
MedicalGPS, LLC Technology and GPSMapping and M3-Patient Experience.
RESELL of any MedicalGPS, LLC RESOURCES, E-BOOKS, TEMPLATES, ACCESS TO
SERVICES, OR ACCESS TO ANY MedicalGPS, LLC TECHNOLOGY are STRICTLY PROHIBITED.
You may not rent, lease, sell, sub-license, assign, un-bundle and/or repackage
for distribution or resale, transfer this license to anyone else or authorize
all or any portion of the downloaded RESOURCES, E-BOOKS, or TEMPLATES, to be
copied onto another users computer without prior written consent. You may not
claim intellectual or exclusive ownership to any of our products, modified or
unmodified.
MedicalGPS, LLC reserves the right to adjust its policies at any time without
notice.
MedicalGPS and GPSMapping are registered trademarks of MedicalGPS, LLC in the
United States.