Terms and Conditions
Welcome to the MedSym Solutions Web Site (the “MedSym Site”), which is owned and operated by and on behalf of MedSym Solutions, its corporate parent, and their respective subsidiaries and affiliates (collectively, “MedSym,” “We,” or “Us”). The MedSym Site is made available to You solely under the following terms and conditions (the “Terms and Conditions”). Please read these Terms and Conditions carefully before using the MedSym Site.
By using the MedSym Site, You: (a) agree to these Terms and Conditions; and (b) represent that: (i) You are 18 years of age or older, and that (ii) if You are agreeing to these Terms and Conditions on behalf of another person or any legal entity, that You are duly authorized to do so. Your use of the MedSym Site after any change in these Terms and Conditions constitutes Your agreement to these Terms and Conditions as modified.
1. Your Right of Access. MedSym Solutions hereby grants You the nonexclusive, nontransferable, royalty-free right and license to access and use the MedSym Site in any manner permitted under these Terms and Conditions.
2. What the MedSym Site Does and Does Not Provide. We use the MedSym Site to provide information, products and services to meet the needs of a diverse group of people. Medical practices, clinics, hospitals, industry groups, and other institutions and businesses who are interested in MedSym Solutions and its products and services, including present and prospective customers, healthcare IT experts, investors and members of the general public (collectively, the “MedSym Community”). The needs of the MedSym Community evolve constantly in response to many factors, including medical science, healthcare information technology, public health and health care policy, and the regulatory environment. Accordingly, we may begin, alter, suspend, and terminate our offering of the content, features or functions on or through the MedSym Site in any manner consistent with our contractual obligations, at any time, with no notice to you.
We Do Not Provide Professional Advice. Nothing appearing on the MedSym Site is medical, legal, accounting, tax, compliance, or other professional advice. You should not use anything obtained on or through the MedSym Site as a substitute for advice provided by professionals You retain.
Your Contributions. You are solely responsible for your contributions to any online fora We may offer through or as part of the MedSym Site (“Your MedSym Community Participation”), such as, without limitation, responses to blog postings, bulletin board postings, and other contributions to online discussions. By submitting Your MedSym Community Participation, You: (a) represent to MedSym Solutions, in each instance, that You either own or that You have the right to display or transmit each and every element of Your MedSym Community Participation, and that Your submission will not violate the legal rights or interests of any person or entity; and (b) grant to MedSym a perpetual, irrevocable, royalty free license to use Your MedSym Community Participation, in each instance, as a whole or in any part, for any business purpose, including without limitation, promotional, marketing and training purposes. If You have any question as to whether You have the right to make a contribution to the MedSym Site or You do not wish to grant Us the rights of use in Your contribution specified above, You should not make that contribution.
3. Use of the MedSym Site. Your rights to access and use the MedSym Site granted above are contingent upon Your compliance with each of the following:
a. You agree to use the MedSym Site at all times solely as permitted under the then-current Terms and Conditions for the MedSym Site;
b. You agree to use the MedSym Site solely for Your internal business purposes. You agree not to access or use the MedSym Site for any other purpose or for any unlawful or illegal purpose;
c. You agree not to defeat or evade any security or access control device or procedure used on or associated with the MedSym Site;
d. You agree not to sell, lease, traffic in, sublicense, or otherwise transfer to any person or entity either: (i) Your rights to access or use the MedSym Site granted hereunder; or (ii) any password, user name, or other information or device used to authorize Your access to and use of, the MedSym Site; or to disclose any of the foregoing to anyone other than Your employees and agents whose duties require their use;
Note to Customers & Other Contract Partners: Your obligations under this provision specifically include your agreement not to permit any person or entity who is not a customer or an employee of a customer of MedSym Solutions to have access to any section of the MedSym Site that We reserve for our customers using your password, user name, or other access credentials, except as your agreements(s) with MedSym Solutions may expressly permit;
e. You agree not to access or use the MedSym Site using any automated, recursive or robotic means or in any other manner that, in MedSym Solutions’ sole judgment, interferes with the operation of the MedSym Site or burdens MedSym Solutions’ ability to provide the MedSym Site to You or others;
f. You acknowledge and agree that: (a) the MedSym Site is or reflects intellectual property that, as between You and MedSym Solutions, is owned solely and exclusively by MedSym Solutions. You acknowledge and agree that You may not: (i) reverse engineer, disassemble, decompile, download, copy, reproduce, prepare derivative works of, distribute, publish, perform or display any: (a) functionality, code, content, or other resource (collectively “Information Resources”) used by MedSym Solutions to provide You with the MedSym Site; or (b) any Information Resource made available to You on or through the MedSym Site, except as agreements executed by MedSym Solutions in current effect otherwise provide or as otherwise permitted under these Terms and Conditions;
g. MedSym Solutions hereby grants You a non-exclusive, non-transferable right and license to copy reasonably limited portions of text and to download, copy, and distribute articles, white papers, downloadable and other content displayed or otherwise made available on any section of the MedSym Site You are authorized to use (collectively “Licensed Site Content”), solely and exclusively for your internal business purposes, provided that: (a) You are otherwise in compliance with these Terms and Conditions and any agreement(s) You have entered into with Us; and (b) any such copy You make identifies MedSym Solutions as the author of that content and bears each and every legal notice that appears on the MedSym Site on or in association with that content, including without limitation, the copyright notice applicable to the specific content You copy. The rights of use granted under this limited license specifically exclude the right to distribute or otherwise transfer full or partial copies, reproductions, or summaries of any Licensed Site Content: (i) to any person or entity who is unaffiliated with you; or (ii) from which You have removed any copyright or other proprietary notice;
h. You acknowledge and agree that nothing in these Terms and Conditions: (i) provides You with any license or rights of use in or to any portion of the MedSym Site or any other intellectual property of MedSym Solutions other that those expressly stated herein; or (ii) transfers to You any rights, title or interests in or to any intellectual property of MedSym Solutions;
i. You agree not to: (i) allow any person or entity acting on Your behalf or using Your System to act in any manner prohibited above; or (ii) attempt to act in any manner prohibited above. As used in these Terms and Conditions, “System” means the information technology You use, including without limitation, Your hardware, software, network and Internet connectivity, and information, individually or in any combination; and
j. You understand and agree that any use or attempted use of the MedSym Site in violation of these Terms and Conditions may, without prejudice to any other claims, rights, or remedies MedSym Solutions may have, result in the termination of your rights to use the MedSym Site.
4. Customers and Other Contract Partners. These Terms and Conditions do not modify any agreement between You and MedSym Solutions. If You have entered into one or more agreements with Us that are in effect when You use the MedSym Site, including without limitation, agreements that authorize You to use HemOncPro or ConcurPM software or our other products or services, You acknowledge and agree that: (a) Your use of the MedSym Site is governed by those agreements as well as by these Terms and Conditions. For example, and without limitation: (i) Your obligations to safeguard MedSym Solutions’ confidential and proprietary information from unauthorized disclosure or use, as set forth in Your agreement(s) with Us, apply with respect to any and all use You may make of non-public sections of the MedSym Site; and (ii) Our use of the MedSym Site, if any, to deliver certain products, services or related Information Resources to You does not alter our agreement with you. The terms of your agreement that define the scope of Your permitted use of these products, services or resources, apply fully to anything we deliver to You through this site. As such, You acknowledge and agree that certain uses You may make of the MedSym Site in violation of these Terms and Conditions may also constitute a material breach of one or more agreements You have entered into with MedSym Solutions. In the case of a conflict between any executed agreement between You and MedSym Solutions and these Terms or Conditions or any other document, the terms of the executed agreement between You and MedSym Solutions shall govern the right and obligations of the parties;
5. Disclaimers. EXCEPT AS AND TO THE EXTENT THAT MEDSYM SOLUTIONS’ EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, THE MEDSYM SITE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” EXCEPT AS AND TO THE EXTENT THAT MEDSYM SOLUTIONS’ EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, COMPANY DOES NOT WARRANT THAT THE MEDSYM SITE WILL PERFORM AS YOU EXPECTOR WITHOUT INTERRUPTION, THAT IT WILL MEET YOUR NEEDS, BE SECURE, THAT THE CONTENT POSTED ON TO THE SITE WILL BE CURRENT, ACCURATE, OR FREE FROM ERRORS, VIRUSES, OTHER MALICIOUS OR HARMFUL CODE, OR OTHER DEFECTS, THAT YOUR USE OF THE MEDSYM SITE WILL NOT RESULT IN THE LOSS OF, OR DAMAGE TO, YOUR INFORMATION, THAT INFORMATION YOU POST TO THE MEDSYM SITE WEB SITE CAN OR WILL BE DISPLAYED ACCURATELY, COMPLETELY OR AT ALL, OR THAT THE MEDSYM SITE WILL NOT ALTER OR DAMAGE YOUR SYSTEM. EXCEPT AS AND TO THE EXTENT THAT MEDSYM SOLUTIONS’ EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, COMPANY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO THE MEDSYM SITE, ANY FUNCTIONALITY, CONTENT OR OTHER INFORMATION MADE AVAILABLE TO YOU ON OR THROUGH THE MEDSYM SITE, AND INFORMATION THAT YOU CHOOSE TO POST TO THE MEDSYM SITE WEB SITE, OR ANY SYSTEM YOU MAY USE TO DO SO, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOUR DECISION TO USE THE MEDSYM SITE WITH RESPECT TO ANY INFORMATION IS YOUR SOLE RESPONSIBILITY AND THAT ANY AND ALL USES OF THE MEDSYM SITE YOU MAY MAKE ARE, AND SHALL BE, AT YOUR SOLE RISK.
6. Limitation of Liability. EXCEPT AS AND TO THE EXTENT THAT MEDSYM SOLUTIONS’ EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, IN NO EVENT SHALL COMPANY OR ANY OF COMPANY’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO YOU OR TO ANY OF YOUR AFFILIATED PRACTICES FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST DATA OR LOST OPPORTUNITIES, IN ANY WAY RELATING TO THESE TERMS AND CONDITIONS OR RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE MEDSYM SITE OR ANY BREACH OF SECURITY, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.
YOU ACKNOWLEDGE AND AGREE THAT EXCEPT AS AND TO THE EXTENT THAT MEDSYM SOLUTIONS’ EXECUTED AGREEMENT(S) WITH YOU MAY OTHERWISE EXPRESSLY PROVIDE, YOUR SOLE REMEDY FOR ANY INJURY YOU ALLEGE TO HAVE SUFFERED ARISING FROM OR RELATED TO YOUR USE OF THE MEDSYM SITE IS TO STOP USING IT.
7. Indemnification. You agree to indemnify, defend and hold harmless, at Your sole expense, MedSym Solutions, and its directors, officers, affiliates, and employees (collectively, the “Indemnified Parties”) from and against any claim arising from or related to: (a) Your use of the MedSym Site; and (b) any breach of these Terms and Conditions by or attributable to You, including without limitation, a claim that Your MedSym Community Participation infringed intellectual property, privacy, or other legal rights or interests of any person or entity. You agree to pay any and all such claims, losses, deficiencies, damages, liabilities, costs and expenses, including without limitation, reasonable attorney’s fees and all related costs and expenses as are incurred by or awarded against any one or more of the Indemnified Parties with respect to each such claim. MedSym Solutions will use reasonable efforts to provide You with prompt written notice of any such claim and of all related claims. You agree to conduct the defense and settlement of any related action or proceeding, subject to the Indemnified Parties’ consent to any position or settlement, which shall not be unreasonably delayed or withheld.
8. General. MedSym Solutions may change this policy at any time. We will make reasonable efforts to inform You of those changes by posting a notice on the MedSym Site or by sending You notice by email or regular mail. You are welcome to contact us at any time with any questions You may have about this policy, including questions as to whether the posted policy has been changed. Unless a notification of the change in policy states otherwise, changes to this policy are effective as of the date and time posted.
No modification, amendment, or waiver of any provision of these Terms and Conditions shall be effective unless adopted by MedSym Solutions in writing.
No failure or delay by MedSym Solutions in exercising any right, power, or remedy under these terms and conditions shall operate as a waiver of any such right, power, or remedy.
If any provision of these Terms and Conditions is ruled by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of these Terms and Conditions shall remain in full force and effect.
You acknowledge and agree that each entity which collectively makes up MedSym Solutions is a third party beneficiary of these Terms and Conditions, and that each entity may enforce any provision of the Terms that benefits it. There are no other third party beneficiaries of these Terms and Conditions.
These Terms and Conditions shall be interpreted, construed and governed by, and in accordance with, the laws of the State of Alabama. Any cause of action arising out of or related to these Terms and Conditions may only be brought in the local court of applicable jurisdiction in the State of Alabama, Tuscaloosa County, and You hereby submit to the jurisdiction and venue of that court.
These Terms and Conditions are the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersede any prior or contemporaneous agreements or understandings, either written or oral.