These Terms and Conditions of Use (these “Terms”) are entered into by Medalogix, LLC (“Medalogix,” “we,” “our,” or “us”) and you as a user of this website (“you,” “your,” or “User”), and you acknowledge and agree that the following terms, conditions, guidelines, covenants, and notices set forth shall govern your access and use of this website. These Terms apply to the websites controlled by Medalogix which include, without limitation, all services, products, content, features, and functionality available through this website (the “Site”).
IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, YOU MUST NOT USE THE SITE. YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD OR OLDER AND POSSESS THE LEGAL RIGHT AND ABILITY TO AGREE TO THESE TERMS.
Except as otherwise provided by a third party, all trademarks, service marks, trade names, and logos (collectively, “Trademarks”) used and displayed on the Site are registered and unregistered Trademarks of Medalogix and/or its licensors. You acknowledge that the Trademarks used and displayed on the Site are and shall remain the sole property of Medalogix and/or our licensors. In addition, all page headers, custom graphics, button icons, and scripts are Trademarks and/or trade dress of Medalogix and/or its licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Medalogix and/or its licensors. The Site contains copyrighted material, Trademarks, trade dress, and other proprietary content, including but not limited to, text, software, applications, sound, photographs, images, logos, video, and graphics, and including the entire selection, coordination, arrangement, and “look and feel” of the Site (collectively, the “Content”). Neither These Terms nor your use of the Site transfers any right, title, or interest in the Site or the Content to you. Medalogix and its third-party licensors retain all of our and their respective right, title, and interest to the Site and Content. Any rights not expressly granted are reserved. The misuse of the Trademarks displayed on the Site, or any other Content on the Site, is strictly prohibited.
Subject to these Terms, we grant to you, for your personal, non-commercial use only, a non-exclusive, limited, non-transferable, and revocable license to access and use the Site. Permission is granted to download the Content for your use only and only for the purposes for which we provided you access to the Site, provided you do not delete, modify, overwrite, hack, or attempt to change or alter any of the Content and that you retain all copyright notices and other proprietary notices contained in the Content, as applicable.
You may not distribute, republish, display, copy, reproduce, download, transmit, license, create derivative works from, or otherwise exploit any Content or information from the Site, in whole or in part, without the express written permission of Medalogix. You may not “mirror” any Content or information from the Site on any other server without prior written permission from Medalogix. Any unauthorized use of any Content contained on the Site may violate copyright laws, trademarks laws, the laws or privacy and publicity, and communications regulations and statutes. You also agree not to permit or to encourage any third party to do any of the same.
In addition, you shall not (and shall not authorize or encourage any other person to):
ANY ATTEMPT TO DO ANY OF THE FOREGOING PROHIBITED ACTS, OR TO OTHERWISE UNDERMINE THE OPERATION OF THE SERVICE OR SITE, MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAW. SHOULD SUCH AN ATTEMPT BE MADE, WE RESERVE THE RIGHT, IN ADDITION TO OUR OTHER REMEDIES, TO SEEK DAMAGES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES) FROM ANY SUCH INDIVIDUAL OR ENTITY TO THE FULLEST EXTENT PERMITTED BY LAW.
Medalogix may provide you with a mechanism to provide remarks, feedback, suggestions, ideas, or other information that is communicated by you to us if you choose, about our products, services and the Site (“Feedback”). Such Feedback is assigned to us and is as such considered our property. You agree that Medalogix may, in its sole discretion, use the Feedback you provide to Medalogix in any way, including in future modifications of the Site or in other Medalogix products or services. We will not be required to treat any Feedback as confidential, and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to the Feedback of every kind and nature everywhere. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.
The Site may contain links to other websites on the Internet, which are not maintained by us and with which our connection consists of only a hyperlink (“Linked Sites”). When you leave the Site, you do so at your own risk. All Linked Sites are provided only because they may be of interests to users of the Site or offer a service for your convenience. The fact that we offer such links should not be construed in any way as an endorsement, authorization, or sponsorship of that Linked Site or its content, products, or services.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MEDALOGIX IS PROVIDING THE SITE AND ALL CONTENT ON AN “AS-IS,” “AS-AVAILABLE,” AND “WITH ALL FAULTS” BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, CONTENT, INFORMATION, OR OTHER MATERIALS INCLUDED ON THE SITE. MEDALOGIX DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND SECURITY AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS.
YOU AGREE THAT YOUR USE OF THE SITE SHALL BE AT YOUR SOLE RISK. MEDALOGIX DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE SITE IS ACCURATE, COMPLETE OR CURRENT. WE SPECIFICALLY DISCLAIM ANY AND ALL LIABILITY OR LOSS ARISING OUT OF ANY ACTION TAKEN IN RELIANCE ON THE SITE AND/OR ANY CONTENT PROVIDED ON THE SITE. YOU UNDERSTAND AND AGREE THAT ANY CONTENT AND/OR DATA ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS USED AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR DATA. MEDALOGIX DOES NOT WARRANT THAT THE SITE OR ANY CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES.
MEDALOGIX DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN THE SITE WILL BE CORRECTED. IN ADDITION, THE SITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. MEDALOGIX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE OPERATION OF THE SITE OR ANY OTHER LINKED SITES.
Please note that some jurisdictions may not allow the exclusion of implied warranties and conditions, so some of the above exclusions may not apply to you but shall apply to the maximum extent permitted by applicable law.
IN NO EVENT WILL MEDALOGIX AND/OR OUR LICENSORS OR OTHER THIRD PARTIES MENTIONED ON THE SITE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, DAMAGES RELATING TO THE USE OR INABILITY TO USE THE SITE, THE CONTENT, OR OTHER INFORMATION CONTAINED ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACTS, STATUTES, REGULATIONS, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MEDALOGIX AND/OR OUR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE CONTENT PROVIDED ON THE SITE.
IF ANY EXCLUSION, DISCLAIMER, OR OTHER PROVISION CONTAINED IN THESE TERMS IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION, AND MEDALOGIX OR ONE OF ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES BECOMES LIABLE FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED, THE AGGREGATE LIABILITY OF MEDALOGIX AND/OR OUR LICENSORS AND ANY OF THEIR AFFILIATES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO ONE HUNDRED DOLLARS ($100.00 USD).
BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
THE NEGATION AND LIMITATION OF DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MEDALOGIX. THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
IF YOU ARE A RESIDENT OF NEW JERSEY, TO THE EXTENT NEW JERSEY LAW PROHIBITS THE LIMITATIONS AND/OR EXCLUSIONS OF LIABILITY SET FORTH IN THESE TERMS, SUCH LIMITATIONS AND/OR EXCLUSIONS SHALL NOT APPLY TO YOU.
Any claim or cause of action arising out of or related to User’s use of the Site, these Terms, or User’s use of the Content made available through or on the Site must be filed within one (1) year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary.
You agree to indemnify and hold harmless Medalogix, its affiliates, shareholders, directors, officers, co-branders, subsidiaries, parents, employees and agents, and, at our sole election, defend the foregoing, from any claim, demand, liability, dispute, damage, cost, expense, or loss, including attorneys’ fees and costs of litigation, arising out of or in any way related to your use of or access to the Site, your use of the Content, your violation of these Terms, or your violation of any rights of a third party.
You agree that any dispute arising out of or relating in any way to your use of the Site requires that the claim be resolved exclusively by confidential binding arbitration except that, to the extent you have in any manner violated or threatened to violate the Content and any intellectual property rights therein, Medalogix may seek injunctive or other appropriate relief. The arbitration shall be conducted before three neutral arbitrators in the State of Tennessee, U.S.A., in accordance with the rules of the American Arbitration Association (“AAA”), as then in effect. No claims of any other parties may be joined or otherwise combined in the arbitration proceeding. Unless otherwise expressly required by applicable law, each party shall bear its own attorneys’ fees without regard to which party is deemed the prevailing party in the arbitration proceeding. Except for punitive and consequential damages (which may not be awarded), and subject to these Terms, the arbitrators shall be authorized to award either party any provisional or equitable remedy permitted by applicable law. The parties shall equally share all AAA charges and fees associated with the arbitration.
BECAUSE THE USE OF THE SITE REQUIRES THE ARBITRATION OF ANY CLAIMS OR DISPUTES EXISTING BETWEEN THE PARTIES, NEITHER PARTY WILL HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR BEFORE A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATORS’ DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF SUCH PARTY WENT TO COURT, INCLUDING WITHOUT LIMITATION THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION.
The award of the arbitrators may be enforced in any court having jurisdiction thereof. Each party consents (a) to the non-exclusive jurisdiction of the courts of the State of Tennessee, or to any federal court located within the State of Tennessee for any action. (i) to compel arbitration, (ii) to enforce any award of the arbitrators, or (iii) at any time prior to the qualification and appointment of the arbitrators, for temporary, interim, or provisional equitable remedies, and (b) to service of process in any action by registered mail or any other means provided by law. Should this Section 9 be deemed invalid or otherwise unenforceable for any reason, it shall be severed and the parties agree that exclusive jurisdiction and venue for any claims will be in the state or federal courts having jurisdiction over the State of Tennessee.
We may make changes to these Terms from time to time. We will post updates and changes to the Site and the date that these Terms were last revised is identified at the top of the page. You are responsible for ensuring that you periodically visit the Site and these Terms to check for any changes that may impact you, and if you do not accept such amendments, you must cease using the Site. Your continued use of the Site after we have made updates to the Terms is considered your acceptance of those updates. For clarity, all updates are effective immediately when posted.
Although we attempt to ensure the integrity and accurateness of the Site, we make no claim, representation, or warranty as to the accuracy, reliability, or suitability of the information contained within the Site, including, but not limited to, the information contained in any text, documents, graphics, and other elements. The Content may contain technical errors, typographical errors, errors made or perpetuated by third parties, or other forms of error. The Content may be changed without notice and is not guaranteed to be complete, correct, timely, current or up-to-date. Similar to any printed materials, the Content may become out-of-date. We undertake no obligation to update any Content on the Site. We reserve the right in our sole discretion to make alterations or deletions to the Content at any time without notice. We reserve the right in our sole discretion to edit or remove any documents, information or other content appearing on the Site at any time without notice.
If any provision in these Terms is found to be invalid, such provision shall be ineffective only to the extent of such invalidity, and the parties agree that the court or arbitrator should give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect. No waiver by us of any term or condition set forth herein shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Our failure to act with respect to a breach by any visitor using the Site does not constitute a waiver of its right to act with respect to subsequent or similar breaches.
These Terms will be governed by and construed in accordance with the laws of the State of Tennessee without regard to its choice-of-law provisions. In the event of any conflict between foreign laws, rules, and regulations and those of the United States, the laws, rules and regulations of the United States will govern.
If you have any questions about these Terms, the practices of Medalogix, or your dealings with the Site, please contact us at firstname.lastname@example.org You may also contact us to update your personal information by notifying us when you change your name or email address.