Terms and Conditions
PLEASE READ THESE WEBSITE TERMS AND CONDITIONS ("TERMS") CAREFULLY BEFORE USING THIS WEBSITE OR DOWNLOADING PRODUCTS FROM PATIENTKEEPER, INC. ("PATIENTKEEPER"). BY USING THIS WEBSITE OR DOWNLOADING PRODUCTS THROUGH THIS WEBSITE, USERS OF THIS SITE AGREE TO BE BOUND BY THESE TERMS.
THE TERMS SET FORTH IN THIS DOCUMENT CONSTITUTE THE ENTIRE AGREEMENT BETWEEN PATIENTKEEPER AND USERS OF PATIENTKEEPER'S WEBSITE (COLLECTIVELY, "USER"). PATIENTKEEPER WILL NOT BE BOUND BY ANY TERMS THAT ARE INCONSISTENT WITH THE TERMS HEREIN. PATIENTKEEPER'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON THE USER'S ASSENT TO ALL OF THESE TERMS; IF THESE TERMS ARE DEEMED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
The web pages available at www.patientkeeper.com ("Site"), are owned and operated by PatientKeeper. These Terms are void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.
1. Use of Site.
- 1.1 Restrictions. The Site may only be used in accordance with these Terms. This site is not directed to children under the age of 18. User agrees to comply with all applicable laws, rules and regulations in connection with the Site. User shall abide by these Terms and any policies that PatientKeeper may publish from time-to-time. User is responsible for all of its activity in connection with its use and access of the Site. User may not use the Site to (a) engage in any fraudulent, abusive, or otherwise illegal activity or business; (b) post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any User of the Site; (c) violate the security of any computer network, crack passwords or security encryption codes; or (d) transfer or store illegal material including materials that are deemed threatening or obscene. User will not run Maillist, Listserv, any form of auto-responder, or "SPAM" on the Site, or any processes that run or are activated while User is not using the Site.
- 1.2 Modifications to Site and Terms. PatientKeeper may change, suspend or discontinue, impose limits on, or restrict User's access to parts or all of the Site at any time, including any feature, database, or content, without notice or liability. PatientKeeper reserves the right, at its discretion, to modify these Terms at any time by posting a notice on the Site, or by sending to User a notice via email. User shall be responsible for reviewing and becoming familiar with any such modifications. User's use of the Site following such notification constitutes User's acceptance of the terms and conditions of these Terms as modified.
2. Registration and Security.
- 2.1 Registration Process. As a condition to using portions of the Site, User may be required to register with PatientKeeper by selecting a password, entering an e-mail address, and providing other requested information. User shall provide PatientKeeper with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of User's account. User may not (a) select or use as a PatientKeeper user ID a name of another person with the intent to impersonate that person; or (b) use as a PatientKeeper user ID a name subject to any rights of a person other than User without appropriate authorization. PatientKeeper reserves the right to refuse registration of, or cancel a PatientKeeper user ID in its discretion. User shall be responsible for maintaining the confidentiality of User's PatientKeeper user ID.
- 2.2 Account Information. In order to provide certain portions of the Site, PatientKeeper will collect certain personal information for use of the Site. Such personal information may include User name, address, telephone number, fax number and billing information.
- 3.1 Ownership. All materials displayed or performed on the Site (including, but not limited to text, graphics, news articles, photographs, images, illustrations, audio and video, also known as the "Content") are protected by intellectual property laws, and are owned or controlled by PatientKeeper or other third party Content providers. User may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, or materials on the Site in whole or in part, except as otherwise provided in this Section 3 of these Terms. User shall abide by all proprietary notices, information, and restrictions contained in any Content accessed through the Site. All products and services, and trademarks and Content associated with such products and services, that are not provided by PatientKeeper, are the property of their respective owners.
- 3.2 Use. The Site may allow Users to download certain software including PatientKeeper software, which may include, but is not limited to upgrades and training materials, and related supporting documentation, such as manuals. Use of PatientKeeper software is solely subject to applicable software license agreement associated with such software. Use of any training or other supporting documentation is limited to use by the individual User and User shall maintain all copyright and other notices contained in such supporting documentation and shall not reproduce it for commercial purposes.
- 3.3 Proposed Products and Services. Areas of the Site may contain information regarding proposed new products or services or proposed improvements to existing products and services ("New Products and Services"). Information about potential New Products and Services is for informational purposes only and is not a commitment or promise on the part of PatientKeeper that such New Products and Services will be made available at any time.
- 3.4 User Contributions. All contributions of Content to the Site by User shall become PatientKeeper's property, and User hereby assigns and agrees to assign all rights, titles and interests in and to such Content to PatientKeeper. To the extent allowed by law, User also assigns and waives all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known or referred to as "moral rights". To the extent User retains any such moral rights under applicable law, User hereby ratifies and consents to any action that may be taken with respect to such moral rights by PatientKeeper and agrees not to assert any moral rights with respect thereto. User represents and warrants that User (a) will not contribute any Content that is libelous, defamatory, obscene, pornographic, abusive, infringing or otherwise violates any law and (b) has sufficient rights in the Content the User provides grant the rights granted hereby.
- 3.5 Copyright Policy. In the event that a User posts or makes accessible Content that PatientKeeper is notified may infringe the copyright or other intellectual property rights of a third party, PatientKeeper may take the actions described in PatientKeeper's copyright infringement policy pursuant to the Digital Millennium Copyright Act, which can be found at [insert active link to the Copyright Policy].
5. Discussion/Feedback Forums.
The feedback areas on the Site ("Feedback Areas") are areas where users can share information about PatientKeeper products and services, and their related opinions. Content posted to the Feedback Areas by Users are solely the opinion and responsibility of the User posting the Content. Users agree not to provide Content that: (a) infringes any intellectual property or publicity/privacy or other rights of a third party; (b) violates or is intended to further violate any law, including without limitation any antitrust laws; (c) is false, misleading or inaccurate; or (d) violates these Terms. PatientKeeper has no obligation to monitor the Feedback Areas. However, User acknowledges and agrees that PatientKeeper has the right to monitor the Feedback Areas, to disclose any information necessary to operate the Feedback Areas properly, to protect itself and its affiliates and to comply with legal obligations or governmental requests. Such activities may occur without notice to User. PatientKeeper may elect at its sole discretion to monitor some, all, or no areas of the Feedback Areas for adherence to these Terms and any applicable policies PatientKeeper may publish. PatientKeeper reserves the right to modify, refuse to post or to remove in its sole discretion any Content, in whole or in part, that are unacceptable to PatientKeeper, offensive or in violation of these Terms. PatientKeeper also reserves the right in PatientKeeper's sole discretion, to prohibit any User who violates these Terms, or policies that may be published from time to time by PatientKeeper, from using the Feedback Areas. User acknowledges that by providing PatientKeeper with the ability to distribute User's postings, PatientKeeper is acting only as a passive conduit for such distribution.
6. Third Party Links.
The Site may provide links to other web sites or resources. User acknowledges and agrees that PatientKeeper is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. User agrees that PatientKeeper 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, products or services available on such external sites or resources.
7. External Links to the Site.
Any links to the Site must (a) when activated by a user, display that particular page full screen in a fully operable and navigable browser window and not within a "frame" on the linked website; (b) not create the false appearance that an entity or its activities or products are associated with or sponsored by PatientKeeper; and (c) not damage or dilute the goodwill associated with the name and trademarks of PatientKeeper or its affiliates.
PatientKeeper may terminate User's access to the Site immediately, without prior notice or liability, if User breaches any of these Terms. Upon termination of access to the Site, User's right to use the access the Site will immediately cease. Sections 3 and 9 hereof shall survive any termination of these Terms.
- 9.1 Warranty Disclaimer. PatientKeeper has no special relationship with or fiduciary duty to User. User acknowledges that PatientKeeper has no duty to take any action regarding: which users gain access to the Site; what Content users access via the Site; what effects the Site may have on User; how User may interpret or use the Site; or what actions User may take as a result of having been exposed to the Site. User releases PatientKeeper from all liability for User having acquired or not acquired Content or software through the Site. PatientKeeper makes no representations concerning any Content contained in or Content accessed through the Site, and PatientKeeper will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site. PATIENTKEEPER DISCLAIMS ALL WARRANTIES AND CONDITIONS IN RESPECT OF THE SITE; THE SITE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, FREEDOM FROM ERRORS, OR OTHERWISE. SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.
- 9.2 Limitation of Liability. IN NO EVENT WILL PATIENTKEEPER BE LIABLE WITH RESPECT TO THE SITE OR THE CONTENT, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT THEORY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, DIRECT, PUNITIVE, EXEMPLARY, RELIANCE, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT OR DATA) WHETHER OR NOT PATIENTKEEPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED, ARISING OUT OF USER'S USE OF THE SITE. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST USER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO USER.
- 9.3 Indemnification. User shall indemnify and hold harmless PatientKeeper, its parents, subsidiaries, affiliates, officers, directors, employees, agents, successors and assigns from and against any and all claims, losses, liabilities and damages of any kind (including reasonable attorneys' fees) resulting from User's access or use of the Site or the infringement by User, or any third party using User's PatientKeeper user ID, of any intellectual property or other right of any person or entity.
- 9.4 Notices. All notices to a party shall be in writing and shall be made via email to [insert e-mail address] for notices to PatientKeeper, or to the email address that User provides to PatientKeeper during the registration process for notices to User. Notices shall be deemed given 48 hours after the email is sent, unless the sending party is notified that the email address is invalid. Alternatively, notices may be sent by regular mail, postage prepaid, or confirmed fax to PatientKeeper's address and fax number provided below or to the address or fax number that User provides during the registration process. PatientKeeper may also broadcast generally applicable notices or messages through postings on the Site; such broadcasts or notices shall constitute notice to User.
- 9.5 Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.
- 9.6 Waiver. The waiver by PatientKeeper of a breach or a default of any provision of these Terms by User shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of PatientKeeper to exercise or avail itself of any right, power or privilege hereunder, operate as a waiver of any right, power or privilege by PatientKeeper.
- 9.7 Governing Law. These Terms and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts without taking into account its principles on conflicts of law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.
- 9.8 Relationship of the Parties. Nothing contained in these Terms shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
- 9.9 Entire Agreement; Assignments. These Terms (a) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements, whether written or oral, as to such subject matter; (b) may not be modified, supplemented, qualified or interpreted by any usage of trade or course of dealing; and (c) shall be binding upon and shall inure to the benefit of the respective successors and permitted assigns of the parties hereto. User's rights and obligations hereunder are not assignable, except with PatientKeeper's prior written consent. Any attempted assignment of these Terms or of any of User's rights or obligations hereunder in violation of the foregoing shall be void.
- 9.10 Force Majeure. In no event shall PatientKeeper have any liability to User for any delayed performance or nonperformance by PatientKeeper which results, in whole or in part, directly or indirectly, from any cause beyond the reasonable control of PatientKeeper.
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