THIS AGREEMENT IS BETWEEN YOU AND ANY OTHER INDIVIDUAL OR ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (collectively “You” or “User”) AND IO Practiceware, INC. ITS AFFILIATES AND SUBSIDIARIES (collectively IOPW):
Restrictions on Use. The IOPW Web Sites are offered to you conditioned upon your acceptance without modification of the terms, conditions, and notices contained herein (the “Agreement”). Your use of the IOPW Web Sites constitutes your acknowledgement and agreement to all such terms, conditions and notices, as set forth below and in all links to this Agreement. If you do not agree to accept the terms of this Agreement, you may not access or use the IOPW Web Sites.
Personal and Non-commercial Use Limitation. Unless otherwise specified, the IOPW Web Sites are exclusively for: business use as it relates to your relationship to IOPW, and your personal and other non-commercial use. Unless expressly permitted by IOPW, you may not modify copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, software, solutions/products or services obtained from the IOPW Web Sites. Subject to any applicable terms in addition to this Agreement, you may download information, software, solutions/products or services obtained from the IOPW Web Sites only for business use as it related to your relationship with IOPW, your personal and other non-commercial use, provided you keep intact all copyright and other proprietary notices.
Links to Third Party Sites/Business Relationships. IOPW makes no representations whatsoever about any other web site which you may access through the IOPW Web Sites. When you access a non-IOPW Web Site, even one that may contain the IOPW-logo or other IOPW trademark, service mark or trade name, please understand that it is independent from IOPW, and that IOPW has no control over the content on that web site. Additionally, the IOPW Web Sites may contain links to other web sites (“Linked Sites”). The Linked Sites may not be under the control of IOPW and IOPW is not responsible for the contents of any Linked Site not under IOPW control, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. IOPW is not responsible for any form of transmission received from any Linked Site. IOPW makes no warranties or representations of any kind as to the accuracy, currency, or completeness of any information contained in such Linked Sites and shall have no liability for any damages or injuries of any kind arising from such content or information. IOPW is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by IOPW of the site or any association with its operators. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.
No Unlawful or Prohibited Use. As a condition of your use of the IOPW Web Sites, you warrant to IOPW that you will not use the IOPW Web Sites for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the IOPW Web Sites in any manner which could damage, disable, overburden, or impair the IOPW Web Sites or interfere with any other party’s use of the IOPW Web Sites. You may not obtain or attempt to obtain any materials or information through any means not made available or provided to you through the IOPW Web Sites.
Site Content. You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, “Content”), contained in or delivered via the Services or otherwise made available by IOPW in connection with the Services (collectively, “Site Content”) is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. IOPW may own the Site Content or portions of the Site Content may be made available to IOPW through arrangements with third parties. Except as expressly authorized by IOPW in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content or post any Site Content on any other web site or in a networked computer environment for any purpose whatsoever. However, you may print or download a reasonable number of copies of the Site Content for your own informational purposes, provided that you retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of IOPW. You shall only use the Site Content for purposes that are permitted by these Agreement and as permitted by all applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.
Certain Restrictions. You understand that you are solely liable for all Content, in whatever form, that you provide or otherwise make available to or through the Services. You agree not to use the Services to: (i) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm minors in any way; (iii) facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize other than raffles, contests or sweepstakes which shall be conducted in a manner that complies with all applicable and governing laws and regulations; (iv) impersonate any person or entity, including, but not limited to, a IOPW representative or falsely state or otherwise misrepresent your affiliation with any person or entity; (v) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (vi) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity; (vii) upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Services in a manner not permitted by this Agreement or expressly authorized by IOPW; (viii) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or (ix) intentionally or unintentionally violate any applicable law or regulation (foreign or domestic).
You acknowledge that IOPW does not always pre-screen all Content provided or made available by you or any third party in connection with the Services, but that IOPW and its designees shall have the right (but not the obligation) in their sole and exclusive discretion to (i) monitor, alter, edit or remove any of your Content, in whole or in part and/or (ii) rescind and terminate your right to use the Services at any time (with or without notice) for any reason or no reason. You acknowledge and agree that IOPW may preserve your Content and may also disclose your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Agreement; (iii) respond to claims that any of your Content violates the rights of third parties and/or (iv) protect the rights, property, or personal safety of IOPW, its users and/or the public. You understand that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over various networks and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
Software, Hardware and Services Available on the IOPW Web Sites.
Any software that is made available to download from the IOPW Web Sites, is the copyrighted work of IOPW and/or its suppliers (“Software”). Any hardware or services ordered through the IOPW Web Sites and your use of the Software is governed by the terms of the business agreement or end user agreement, if any, which accompanies or is included with the Software (“License Agreement”) or the agreement which either you or your employer currently has with IOPW. You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.
Liability Disclaimer. Nothing contained in the IOPW Web Sites is intended to be instruction for medical diagnosis or treatment. The information should not be considered complete, nor should it be relied on to suggest a course of treatment for a particular individual. It should not be used in place of the advice of your physician or other qualified healthcare provider. Always consult with your physician or other qualified healthcare provider before embarking on a new treatment, diet or fitness program. You should never disregard medical advice or delay in seeking it because of something you have read on the IOPW Web Sites. The information contained on the IOPW Web Sites is compiled from a variety of sources (“Information Providers”). Neither IOPW nor the Information Providers directly or indirectly practice medicine or dispense medical services as part of the IOPW Web Sites. THE INFORMATION, SOFTWARE, SOLUTIONS, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE IOPW WEB SITES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. IOPW AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE IOPW WEB SITES AT ANY TIME. ADVICE RECEIVED VIA THE IOPW WEB SITES SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL, TECHNICAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.IOPW AND ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE IOPW WEB SITES FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IOPW AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, SOLUTIONS, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL IOPW, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER FOR ANY USE OF THE LINKED SITES INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF IOPW, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED THE FEES PAID BY THE USER FOR THE PARTICULAR INFORMATION OR SERVICE PROVIDED.
Copyright and Trademark Notices. All contents of the IOPW Web Sites are: Copyright 2011. IOPW, Inc.. All rights reserved. The software and documentation are protected by copyright laws as well as international copyright treaties. Material found on the IOPW Web Sites contains the valuable properties of IOPW, embodying substantial creative efforts, no part of which may be reproduced or transmitted in any form or by any means, or retained in any storage or retrieval system, without the express written permission of IOPW. The use or misuse of these trademarks, service marks, trade names, copyrights, or other materials (collectively “Intellectual Property”), except as permitted herein, is expressly prohibited and may be in violation of copyright law, trademark law, the law of slander and libel, the law of privacy and publicity, communications regulations and statutes, and other laws, statutes and/or regulations. IOPW reserves all rights in its Intellectual Property. For information about referencing or using IOPW Marks (trademarks, service marks and trade names), please contact IOPW directly.
Notices and Procedures for Making Claims of Copyright Infringement. In accordance with the Digital Millennium Copyright Act of 1998 (the text of which may be found on the U.S. Copyright Office website), IOPW will respond expeditiously to claims of copyright infringement committed at the IOPW Web Sites or at a location to which IOPW provides a link, that are reported to the individual designated below. If you are a copyright owner, or are authorized to act on behalf of an owner of any exclusive right under copyright, and you believe that your work has been copied in a way that constitutes copyright infringement by IOPW or a user, you may submit a notice of infringement to the individual designated below. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the address set forth below. IOPW may, in appropriate circumstances, terminate a IOPW Web Site user if he or she is a repeat infringer. If you believe that a IOPW Web Site user is a repeat infringer, please follow the instructions above to contact IOPW’s designated agent and provide information sufficient for IOPW to verify that the user is a repeat infringer.
User Representations. You represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to enter into this Agreement and to use the IOPW Web Sites in accordance with this Agreement. You agree to be financially responsible for your use of the IOPW Web Sites and to comply with your responsibilities and obligations as stated in this Agreement.
Indemnification. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS IOPW, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS FROM AND AGAINST ALL CLAIMS, LIABILITIES, LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT OR ANY ACTIVITY RELATED TO YOUR USE OF THE IOPW WEB SITES AND ANY ACCOUNT YOU MIGHT HAVE (INCLUDING INFRINGEMENT OF THIRD PARTIES’ WORLDWIDE INTELLECTUAL PROPERTY RIGHTS, MISAPPROPRIATION OF TRADE SECRETS OR OTHER PROPRIETARY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT).
Waiver, Release and Limitation of Liability. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST IOPW, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE IOPW WEB SITES. THIS SECTION 15 WILL NOT APPLY TO CLAIMS ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY IOPW OR ANY OTHER CLAIMS IN RESPECT OF LIABILITY THAT CANNOT BE LAWFULLY EXCLUDED OR LIMITED.
Term & Termination. Either you or IOPW may terminate your right to use the IOPW Web Sites at any time, with or without cause, upon notice. In addition, IOPW may withdraw, suspend or discontinue any functionality or feature of the IOPW Web Sites; provided, however, that if your agreement with IOPW provides for the continued use of any functionality or feature, IOPW will continue to provide that respective functionality or feature to you subject to the provisions of such agreement. The provisions concerning Copyrights, Indemnification, Waiver, Release and Limitation of Liability, and General shall survive any termination of this Agreement.
General. This Agreement is governed by US federal law or the laws of the State of North Carolina. You hereby consent to the exclusive jurisdiction and venue of courts in Mecklenburg County, North Carolina, U.S.A. in all disputes arising out of or relating to the use of the IOPW Web Sites. Use of the IOPW Web Sites is unauthorized in any jurisdiction that does not give effect to all provisions of these this Agreement, including without limitation this paragraph. Any cause of action or claim you may have with respect to IOPW must be commenced within one (1) year after the claim or cause of action arises. IOPW’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. IOPW may assign its rights and duties under this Agreement to any party at any time without notice to you. You agree that no joint venture, partnership, employment or agency relationship exists between you and IOPW as a result of this Agreement or use of the IOPW Web Sites. IOPW’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of IOPW’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the IOPW Web Sites or information provided to or gathered by IOPW with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
Notice. IOPW may deliver notice to you under this Agreement by means of electronic mail, a general notice on the IOPW Web Sites, or by written communication delivered by first class U. S. mail to your address on record in IOPW’s account information. You may give notice to IOPW at any time via electronic mail to email@example.com or by letter delivered by first class postage prepaid U. S. mail or overnight courier to the following address: IO Practiceware Inc.2222 Sedwick Road, Durham, NC 27713
Tel. (212) 844-0105
Legal. Information on the IOPW Web Sites may be changed or updated without notice. IOPW may also make improvements and/or changes in the solutions and/or the services described on the IOPW Web Sites at any time without notice. In the event of any conflict between the terms of this Agreement and the terms and conditions of a dually-executed agreement between IOPW and User, the terms of the dually-executed agreement between IOPW and User shall have precedence.
Global Availability. IOPW makes no representations that the information on the IOPW Web Sites is appropriate or available for use in other locations, and access to them from territories where their content is illegal or prohibited. Those who choose to access the IOPW Web Sites from other locations do so on their own initiative and are responsible for compliance with applicable local laws. Information IOPW publishes on the World Wide Web may contain references or cross references to IOPW solutions, programs and services that are not announced or available in your country. Such references do not imply that IOPW intends to announce such solutions, programs or services in your country. Consult your local IOPW business contact for information regarding the solutions, programs and services which may be available to you.