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Welcome to the MedAllies Web site! This Web site (www.medallies.com), or any replacement site (the “Site”), is operated by MedAllies, Inc. and its affiliates (collectively “MedAllies”, “we” or “us”) to provide you with information about us, and our policies and procedures, and to provide you with certain services. Your access to and use of the Site is governed by and subject to these terms and conditions of use (these “Terms”). Please read these Terms carefully and thoroughly. By accessing and using the Site, you agree that you have read and understand these Terms and that you accept and agree to be bound by these Terms. If you do not agree to these Terms, please do not continue to access and use the Site. In these Terms, “you” refers to an individual accessing the Site, regardless of the particular features, materials, information, applications, or services made available on the Site that you choose to browse, use or take advantage of. To the extent applicable, “you” also includes the medical practice or other legal entity (your “Group”), if any, on whose behalf you are accessing the Site. You represent and agree that all information that you provide to MedAllies in connection with your access to and use of the Site is, and shall be true, accurate, and complete to the best of your knowledge, ability, and belief. We reserve the right to terminate these Terms, or to refuse, restrict, or discontinue service or access to the Site (or any portions, components, or features of, or service offerings on, the Site) to you or any other person or entity, for any reason or for no reason whatsoever, at any time, without notice or liability. Failure to comply with these Terms may, among other things, result in the immediate termination of your access to and use of the Site.


Changes to Terms

We may update these Terms from time to time and may amend them at any time to incorporate additional terms specific to additional features, information, materials, applications, or services that we may make available on or through the Site. All such updates and amendments are effective immediately upon notice thereof, which we may give by any means, including, but not limited to, by posting a revised version of these Terms or other notice on the Site. You should view these Terms often to stay informed of changes that may affect you, as your continued use of the Site signifies your continuing consent to be bound by these Terms, as so amended. We expressly reserve the right to make any changes to these Terms, or to the Site and its content, at any time without prior notice to you.


Privacy Policy

Information that you provide or that we collect about you or your Group, or your or your Group’s patients, through your access to and use of the Site is subject to our Privacy Policy, the terms of which are hereby incorporated into these Terms by reference. We encourage you to read and become familiar with our privacy practices, as described in our Privacy Policy.

 

Consents

Before continuing to access and use this Site, you must obtain all required consents and approvals from your Group and from any health care providers, patients and other third parties who may be affected by, or may need to consent to, your access and use of the Site and any of the features, information, materials, applications, and services provided through the Site.

 

Existing Agreement

If you, your Group, or any organization or entity with which you are associated, has entered into an agreement or agreements with MedAllies (any such agreement or agreements, collectively, the “Existing Agreement”), none of these Terms shall be deemed to alter or restrict in any way any rights or obligations of the parties contained in the Existing Agreement; moreover, to the extent any of these Terms conflict with any terms of the Existing Agreement, the terms of the Existing Agreement shall be deemed to supersede the conflicting terms contained herein.

 

Security

MedAllies takes such commercially reasonable measures as it deems appropriate to secure and protect information transmitted to and from the Site. Nevertheless, like any Internet site, we cannot and do not guarantee that any such transmissions are or will be totally secure. You are responsible for maintaining the confidentiality of any information about you, including any user identifier or other unique name or number identifying you (your “User ID”) and any password used in connection with your use of the Site, and you are fully responsible for all access and any activity that occurs through use of your User ID or password. You agree to immediately notify MedAllies of: any unauthorized use of your User ID or password, or of any breach of Site security or of these Terms, of which you become aware. MedAllies cannot and will not be liable for any loss or damage arising from any unauthorized access or use of your User ID or password or the User ID or password for anyone in your Group.


Proprietary Content

MedAllies respects the intellectual property rights of others and expects you to do the same. We have expended substantial time, effort and funds to create the Site and to collect and provide the features, materials, information, applications, and services that are available on or through the Site. You understand and agree that MedAllies owns, or (where required, appropriate, or applicable) has been licensed by third parties to use, all right, title, and interest in and to the Site and the features, information, materials, applications, and services made available on or through the Site, and all information, text, data, databases, graphics, images, sound recordings, audio and visual clips, logos, software, and other materials contained therein, and the compilation, collection, design, selection, and arrangement thereof (collectively, the “Content”). You acknowledge that the Content constitutes valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries, and that you acquire no ownership interest by accessing and using the Site and the Content. Such intellectual property and proprietary rights may include, but are not limited to, various patents, copyrights, trademarks and service marks, registered trademarks and service marks, trade dress protection, and trade secrets, and all such rights are and shall remain the property of MedAllies or its licensors and content-providers.

 

Use of Content

MedAllies grants you a limited license to access and make personal use of the Site and the Content solely for legitimate purposes consistent with the reasonably inferable intended purposes of the Site and the Content. Any other access to or use of the Site or the Content constitutes a violation of these Terms. No business or professional relationship is created in connection with any provision of the Content, except such as may be created under the Existing Agreement, if any. The Content is provided exclusively with the understanding that MedAllies is not thereby engaged in rendering professional advice or services to you, except such services as may be provided pursuant to the Existing Agreement, if any. Except as expressly provided for in these Terms, any alteration, modification, reproduction, redistribution, retransmission, redisplay or other use of any portion of the Site or of the Content in any other manner or for any other purpose constitutes an infringement of our intellectual property and other proprietary rights and is strictly prohibited. Other than as necessary and required to facilitate your personal use of the Site, you may not reproduce, perform, create derivative works from, republish, upload, post, mirror, archive, retransmit, or redistribute in any way whatsoever any Content or any portion of the Site without the express, prior written permission of MedAllies. Use of the Content, or any portion thereof, on any other Web site or other networked computer environment (except as contemplated by the Existing Agreement, if any) is prohibited without the express, prior written permission of MedAllies. Accessing, using, or copying any portion of the Site or of the Content through the use of bots, spiders, Web crawlers, indexing agents or other automated devices or mechanisms is strictly prohibited. You agree not to remove or modify any copyright notice or trademark legend, author attribution or other notice placed on or contained within any of the Content. Except as expressly authorized by MedAllies in writing, in no event shall you reproduce, redistribute, duplicate, copy, sell, resell or exploit for any commercial purpose, all or any portion of the Site or the Content or access to or use of the Site or the Content.


Copyright Agent

MedAllies has registered a designated agent with the United States Copyright Office pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c). If you believe that your copyrighted material is being used on the Site without required permission, please notify our designated agent at:

MedAllies, Inc.
Attn: A. John Blair, MD
 Chief Executive Officer

300 Westage Business Center Drive

Suite 320

Fishkill, New York 12524

Telephone: 845.896.0191

Fax: 845.896.9306

E-mail: help@medallies.com

 

Use of Submissions

By submitting any information or material to the Site or to MedAllies either by e-mail, telephone or other mode or medium of communication, or through access to and use of the Site or the Content (including, but not limited to, access to, use of, and responses to, any available pages, applications, bulletin boards or surveys conducted by MedAllies, and submitting or posting feedback, medical information, questions, comments, suggestions, ideas, graphics, text, software, computer files or other material of any type), you thereby expressly grant, or warrant that the owner of such material has expressly granted, MedAllies a royalty-free, fully-paid, perpetual, irrevocable, non-exclusive right and license to use, make and have made, reproduce, modify, create derivative works from, adapt, publish, translate and distribute such material (in whole or in part) worldwide and to incorporate it in other works in any form, media or technology now known or hereafter developed, subject to our Privacy Policy, as available on the Site.


User Conduct

In connection with your access to and use of the Site and that of any person authorized by you to use the Site, you are responsible for compliance with all applicable laws, regulations and policies of all relevant jurisdictions and with the terms and conditions of the Existing Agreement, if any.

Recognizing the global nature of the Internet, you agree to comply with all applicable local rules regarding online conduct and acceptable content. Specifically, among other things, you agree that by or while accessing or using the Site you will not:


1. restrict or inhibit any other user from using or enjoying the Site;
2. represent yourself as another or as a fictitious individual, unless you are participating in an area of the Site that requires or encourages anonymity;
3. disrupt or interfere with the Site or its operation or availability, or alter or tamper with the Content;
4. post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, harassing, or otherwise objectionable information of any kind, including, but not limited to, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law;
5. post or transmit any information which is invasive of privacy or publicity rights or that violates or infringes in any way upon the rights of others;
6. post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes, or other unsolicited commercial communication, or engage in spamming, flooding, or any denial of service attack;
7. post or transmit any data or information out of the country in violation of applicable law;
8. post or transmit any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain encryption software; and
9. post or transmit any information or software which contains a virus, trojan horse, worm, or other disabling device or harmful component.
The above assurances and commitments by you shall survive termination of these Terms.

 

Anti-Virus Policy

You and your Group must ensure that computer equipment connected to any network infrastructure which is used to access hosted “Electronic Medical Record” or “Electronic Practice Management” applications must be protected with reputable anti-virus software. This anti-virus software must be fully licensed and automatically updating.

 

Examples of acceptable software:

Norton

McAfee

Computer Associates

Examples of exempt computer equipment:

Windows Terminal devices (winterm).


Your Privacy and Security Obligations

All users of our Site must ensure that office personnel adhere to “HIPAA Minimum Necessary Standard” requirements for privacy and security. HIPAA policies are intended to control access to protected healthcare information (PHI). You and your Group are required to comply with HIPAA privacy and security regulations. Upon request, we may request to see your Group’s privacy and security policies and proof of compliance.

 

Linked Sites

For your convenience, certain hyperlinks may be provided on the Site which link to other Web sites that are not under the control of MedAllies. MedAllies does not endorse or sponsor such Web sites and is not responsible for the availability, accuracy, content, or any other aspect of such Web sites.


MedAllies disclaims all liability for such Web sites, for all access to and use thereof, and for use of the links to such Web sites. We also disclaim all liability, and make no representations or warranties, with respect to any products or services made available, sold, or provided to you by any third party. Your use of other Web sites, and the decision to contribute to, or purchase products or services on or through, such other Web sites, is subject to the terms and conditions of such other Web sites. You agree that you will bring no suit or claim against MedAllies arising from or based upon any such use of other Web sites. Hyperlinks to other Web sites that are provided on the Site do not imply that: (a) MedAllies is affiliated or associated with any linked sites; (b) MedAllies is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in connection with or accessible through such links; or (c) any linked site is authorized to use any trademark, trade name, logo, or copyright symbol of MedAllies.


Links to the Site

MedAllies grants you a limited, revocable, nontransferable, nonexclusive license to include a hyperlink on your own Web site to the home page of the Site, provided that you do not: (a) "deep link" to any other page of the Site; (b) "frame" the Site or any Content or otherwise cause the Site or any Content to appear in a window with any other material that does not constitute Content; (c) cause the hyperlink to the Site, or the Site or any Content, to be displayed in any way that is disparaging to MedAllies, or any entity that is part of or associated with MedAllies; or (d) otherwise imply or state that any type of relationship or special arrangements exist with MedAllies, or any entity that is part of or associated with MedAllies, that have not been approved in writing by MedAllies. You agree that you will promptly remove any hyperlink to the Site upon written request from MedAllies to do so, at any time and for any reason. In no event will you use MedAllies’ logo or any other trademark as a hyperlink "button," or in any other manner, without MedAllies’ express written consent.


Disclaimer

Although MedAllies strives to make the Site, the Content, and the features, materials, information, applications and services provided through the Site reasonably helpful, useful, reliable, and current, you understand and agree that your access to and use of the Site, the Content, and all materials, products, and services available through the Site and MedAllies are at your own initiative and risk.

 

MedAllies does not make any promise, covenant, representation, warranty, or guarantee that you or any other user of the Site will obtain any particular or tangible result or goal through the use of the Site, or obtain any other product or service in connection with use of the Site. It is your responsibility to take appropriate precautions to ensure that any information, materials, software, or data that you access, use, download, or otherwise obtain on or through the Site and MedAllies are: (a) up-to-date, accurate, complete, reliable, and suitable to and appropriate for the purpose that you, or your Group, may desire to use them; and (b) free of viruses and other disabling devices and destructive routines.


THE SITE AND THE CONTENT, AND ALL MATERIALS, PRODUCTS, AND SERVICES AVAILABLE ON OR THROUGH THE SITE AND MEDALLIES ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED. MEDALLIES DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MEDALLIES DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SITE OR ANY MATERIALS, CONTENT, PRODUCTS, OR SERVICES AVAILABLE ON OR THROUGH THE SITE OR THROUGH MEDALLIES ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU, OR YOUR GROUP, MAY CHOOSE TO PUT THEM, OR THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND THE MATERIALS, CONTENT, PRODUCTS, AND SERVICES AVAILABLE ON OR THROUGH THE SITE AND THROUGH MEDALLIES ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS.


Limitation of Liability

IN NO EVENT SHALL MEDALLIES, ITS CONTRACTORS, LICENSORS, SUPPLIERS, CONTENT-PROVIDERS, AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH OF THE FOREGOING, BE LIABLE TO YOU, YOUR GROUP, OR ANY THIRD PARTY FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USE OF, OR RELIANCE ON, THE SITE, THE CONTENT, OR THE MATERIALS, PRODUCTS, AND SERVICES ACCESSIBLE ON OR THROUGH THE SITE OR THROUGH MEDALLIES; (B) MEDALLIES’ PERFORMANCE OF OR FAILURE TO PERFORM ITS OBLIGATIONS IN CONNECTION WITH THESE TERMS; (C) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE SITE OR OF THIRD PARTIES; OR (D) YOUR PURCHASE AND USE OF ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES. UNDER NO CIRCUMSTANCES SHALL MEDALLIES, ITS CONTRACTORS, LICENSORS, SUPPLIERS, CONTENT-PROVIDERS, AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND AGENTS OF EACH OF THE FOREGOING, BE LIABLE TO YOU, YOUR GROUP OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF MATERIALS, PRODUCTS, AND SERVICES AVAILABLE ON OR THROUGH THE SITE OR THROUGH MEDALLIES, THE USE, COPYING OR DISPLAY OF THE SITE OR THE CONTENT, OR TRANSMISSION OF INFORMATION TO OR FROM THE SITE OVER THE INTERNET, EVEN IF MEDALLIES WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE LIABILITY OF MEDALLIES, ITS CONTRACTORS, LICENSORS, SUPPLIERS, CONTENT-PROVIDERS, AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH OF THE FOREGOING, SHALL BE LIMITED IN ACCORDANCE WITH THESE TERMS TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING ANY OF THE FOREGOING, IF MEDALLIES, ITS CONTRACTORS, LICENSORS, SUPPLIERS, CONTENT-PROVIDERS, AND OTHER SIMILAR ENTITIES, OR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF ANY OF THE FOREGOING, IS FOUND LIABLE TO YOU OR TO ANY THIRD PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS, THE SITE OR CONTENT, OR YOUR USE OF THE SITE OR CONTENT, MEDALLIES AND SUCH PARTIES’ CUMULATIVE, AGGREGATE, AND MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS IN ANY CALENDAR YEAR SHALL NOT EXCEED $100.

 

Indemnification

You agree to indemnify, defend and hold MedAllies, and the officers, directors, employees and agents of MedAllies, harmless from and against all claims, demands, suits or other proceedings, and all resulting loss, damage, liability, cost, and expense (including reasonable attorneys' fees), made by any third party due to or arising out of content, data, or information that you submit, post to, or transmit through the Site, your access to and use of the Content, the Site, and other materials, products, and services available on or through the Site and MedAllies, your violation of these Terms, or your violation of any rights of another. We reserve, and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms.


Miscellaneous

These Terms and the Privacy Policy referenced herein (as each may be revised and amended from time to time according to their respective terms), and the Existing Agreement, if any, collectively constitute the entire agreement with respect to your access to and use of the Site, the Content, and any other materials, products, and services available on or through the Site or through MedAllies. Our electronically or otherwise properly stored copy of these Terms shall be deemed to be the true, complete, valid, authentic, and enforceable copy of these Terms and you agree that you shall not contest the admissibility or enforceability of MedAllies’ copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms. Except as expressly provided for herein, these Terms do not confer any rights, remedies, or benefits upon any person other than you, and MedAllies may assign its rights and duties under these Terms at any time to any third party without notice. You may not assign these Terms without the prior written consent of MedAllies. These Terms shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Should any provision of these Terms be held to be void, invalid, unenforceable, or illegal by a proper legal authority, the validity and enforceability of the other provisions hereof shall not be affected. You are responsible for complying with any and all laws of the jurisdiction from which you are accessing the Site and any other jurisdiction whose laws apply to you or your actions. You agree that you will not access or use the Site, the Content, or any other information or materials on the Site in violation of the aforementioned laws or these Terms.


Jurisdiction

The Site is maintained, operated and controlled by MedAllies in the State of New York. These Terms shall be governed by and construed under the laws of the State of New York, without regard to conflicts of law principles or rules. Any legal action brought by you that arises out of or relates to these Terms and your access to and use of the Site or the Content must be commenced within one year after the cause of action arises. You and MedAllies each hereby expressly consent and irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in New York City, New York for resolution of any matters related to interpretation, construction, or enforcement of these Terms or otherwise in connection with these Terms, the Privacy Policy referenced herein, or otherwise related to or in connection with your access to and use of the Site, the Content, and the materials, products, and services available on or through the Site or through MedAllies. You and MedAllies each expressly waive any claim that venue is improper for any reason in these courts.

 

Questions Regarding the Site or these Terms

Please contact us with any questions regarding the Site or these Terms by e-mail at help@medallies.com or by calling 845.896.0191.

 

Acknowledgement

BY USING AND ACCESSING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS
AND THE PRIVACY POLICY REFERENCED HEREIN.
NGEDOCS: 017823.0005:1211103.4