Terms of Use

Last updated on: October 28, 2015

Introduction

MedPro Systems LLC ("MedPro", also referred to below as “we” “our” and “us”) welcomes you to its website, www.medproid.com (the “website”). these terms of use ("terms of use") apply to your use and access of the website. these terms of use constitute a legal contract between you and medpro. by visiting the website, you are agreeing, on behalf of yourself as well as on behalf of any corporation, partnership, limited liability company or other legal entity on whose behalf you are visiting the website (your “company”), to be bound by these terms of use and our privacy policy, found at Privacy Policy.If you do not agree to these Terms of Use or the Privacy Policy, please exit the Website.

If you are visiting the Website on behalf of your Company, these Terms of Use will constitute a contract between MedPro and you personally and also a contract between MedPro and your Company. Any term, condition, right, obligation, restriction or prohibition that binds you personally, will also bind your Company. Therefore, if, for example, these Terms of Use prohibit you from taking a certain action with respect to the Website, your Company (and any other person acting on behalf of your Company) would be similarly prohibited from taking such action.

We may revise and update these Terms of Use from time to time. You are expected to check this page periodically to take notice of any changes we make, as they are binding on you. You can tell if these Terms of Use have changed or been updated by checking the date that appears at the top of these Terms of Use. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page so you are aware of any changes, as they are binding on you.

Accessing the Website

Children under the age of 13 are not permitted to visit the Website. By using the Website, you represent and warrant that you are 13 years of age or older.

We reserve the right to withdraw or amend the Website and any service or material we provide on the Website in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period.

Access to certain parts of the Website is restricted to customers who have entered into Order Forms or other written customer agreements with us (a “Customer Agreement”). If you or your Company have entered into, or enter into, a Customer Agreement with us, the terms of such Customer Agreement shall govern the relationship between you or your Company and us and shall apply to your access and use of the Website and any services or materials obtained in connection with the Website (as applicable). In the event of any conflict between the terms of your Customer Agreement and these Terms of Use, your Customer Agreement will govern.

You are permitted to use the Website (and the information and materials accessed through the Website) only for your and your Company’s internal legitimate business purposes related to your interest as a current or prospective customer, vendor or business partner of MedPro. You may not use the Website or any information or materials provided accessed through the Website: (a) for the benefit of any person other than you and your Company; or (b) in connection with the creation or promotion of any product or service that competes with any product or service offered by MedPro.

From time to time we grant prospective customers access to certain services or materials on the Website that are typically reserved for customers who have signed a Customer Agreement. If we provide you or your Company with access to any products or services on a trial basis, all data provided in connection therewith may only be used to for your and your Company’s internal business purposes in validating and identifying healthcare practitioners and organizations and complying with federal and state aggregate spend legislation and in connection with evaluating whether to purchase any products or services from us and may not be used for any other purpose or for the benefit of any other person or entity. All such data shall be held by you and your Company in confidence and not disclosed to any person or entity other than as needed in connection with the permitted purpose described above. As described in greater detail below, any data or materials provided in connection with any such trial access is provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied, all of which are expressly disclaimed.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio), and the design, selection and arrangement thereof, are owned by MedPro, its licensors or other providers of such material and are protected by United States and international copyright, trademark, trade secret and other intellectual property or proprietary rights laws.

You must not: (i) distribute, modify, create derivative works of, publicly display, republish or transmit any of the material on our Website; or (ii) delete or alter any copyright, trademark and other proprietary notices appearing on such materials. You must not reproduce any of the material on our Website, except to print a reasonable number of pages of the Website for a permitted use. You must not reproduce or sell any part of the Website, access to the Website or use of the Website or any content available through the Website without obtaining written permission from MedPro. If you wish to make any use of material accessed through the Website other than as permitted by these Terms of Use, please address your request to ContactUs@MedProSystems.Com.

If you print, copy, modify, download or otherwise use any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website are transferred to you, and all rights not expressly granted are reserved by MedPro. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

MedPro Trademarks

MedPro’s name, and the names of the various products and services provided by MedPro and its affiliates and partners and all related names, logos, product and service names, designs and slogans are trademarks of MedPro or its affiliates, partners or licensors. You must not use any marks contained on the Website without the prior written permission of MedPro. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website: (i) in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (ii) to transmit, or procure the sending of, any advertising or promotional material; or (iii) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm MedPro or users of the Website or expose them to liability.

Additionally, you agree not to: (a) use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website; (b) use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; (c) use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent; (d) use any device, software or routine that interferes with the proper working of the Website; (e) introduce any viruses or other material which is malicious or technologically harmful; (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any part of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website; or (g) otherwise attempt to interfere with the proper working of the Website.

Reliance on Information Posted

We do not warrant the accuracy, completeness or usefulness of any information or materials contained on or accessed through the Website. Any reliance you place on such information or materials is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information or materials by you, your Company or any other person or entity.

This Website may include content provided by third parties. All such content is solely the responsibility of the person or entity providing such content. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy Privacy Policy. In addition, with respect to transfers of data to us from the European Economic Area, please see our Safe Harbor Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Website

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the state of New Jersey in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

THE WEBSITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER MEDPRO NOR ANY PERSON ASSOCIATED WITH MEDPRO MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER MEDPRO NOR ANYONE ASSOCIATED WITH MEDPRO REPRESENTS OR WARRANTS THAT THE WEBSITE OR ITS CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

MEDPRO HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL MEDPRO, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, OR ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless MedPro, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website other than as expressly authorized herein.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New Jersey. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Waiver and Severability

No waiver of by MedPro of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of MedPro to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Your Comments and Concerns

This website is operated by MedPro Systems LLC, 100 Stierli Court, Suite 100, Mt. Arlington, NJ 07856.

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to ContactUs@MedProSystems.Com. Thank you for visiting the Website.

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