DOCTOR'S DATA, INC.'s ("DDI") site is an Internet-based online information and communication service intended for the use of professional healthcare providers. By accessing or using DDI's site you agree to be bound by the terms and conditions of this SITE AGREEMENT (this "Agreement"). If you do not wish to be bound by this Agreement, you may not access or use DDI's site. DDI may modify this Agreement at any time, and such modification shall be effective immediately upon either the posting of the modified Agreement or notifying you, at our option. You agree to review this Agreement periodically to ensure that you are aware of any modifications. Your continued access or use of DDI's site shall be deemed to be your acceptance of the modified Agreement.
The information and communication services contained in this site are intended for our professional healthcare provider customers and should not be construed as medical advice. DDI's site SERVICES, SOFTWARE, and INFORMATION (the "Services") accessed through DDI's site are provided "AS IS" without warranty, express or implied. The information and statements made in DDI's site have not been cleared or evaluated by the FDA. The Services are not intended to diagnose, treat, cure or prevent any disease. DDI hereby excludes all implied warranties of merchantability and fitness for a particular use or purpose with respect to the Services. There are no warranties, which extend beyond the description on the face of this Agreement. DDI makes no warranty as to the reliability, accuracy, timeliness, usefulness, adequacy, completeness or suitability of the Services. DDI cannot and does not warrant against human and machine errors, omissions, delays, interruptions or losses, including loss of data. DDI cannot and does not guarantee or warrant that files available for downloading from this online site will be free of infection by viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties. DDI does not warrant or guarantee that the functions or Services performed in DDI's site will be uninterrupted or error-free or that defects in DDI's site will be corrected. Users of DDI's site are responsible for (1) implementing and maintaining adequate procedures and checkpoints to satisfy their particular requirements for accuracy of data input and output and (2) maintaining a means external to DDI's site for the reconstruction of any lost data.
By this Agreement, DDI grants, subject to the terms of this Agreement, only a limited, non-transferable and non-exclusive license to use the software and documentation necessary to access, explore and otherwise use DDI's site in real time and to use the materials in DDI's site in a manner consistent with paragraph 8 (Copyright) below.
You agree to: (a) maintain all equipment required for your access to and use of DDI's site; (b) maintain the security of your user identification, password and other confidential information relating to your DDI site account; and (c) be responsible for all charges resulting from use of your DDI site account, including unauthorized use prior to your notifying DDI of such use and taking steps to prevent its further occurrence by changing your password.
You are responsible for your communications and your use of DDI's site. You may not, under any circumstances, do any of the following: (a) use simultaneous, unattended or continuous connections to DDI's site with one account; (b) post or transmit any message which is libelous or defamatory; (c) post or transmit any message, data, image or program which is indecent, obscene or pornographic; (d) post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion; (e) use DDI's site to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (f) intercept or attempt to intercept email or other private communications not intended for you; (g) send email to Users or other Internet users for any purpose other than personal communication, including to advertise or make any unsolicited offer to sell goods or services to other Users, use as a unsolicited mass distribution medium to communicate a generally unsolicited message, or use your email account as an address to which Users or other Internet users need to respond (except as otherwise expressly permitted by DDI's site); (h) send unsolicited email messages through third-party mail servers in order to relay your email or hide the origination of your email to others; (i) upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents; (j) upload files that contain a virus or corrupted data; (k) delete any author attributions, legal notices or proprietary designations or labels in a file that you upload to a BBS or DDI's site; (l) falsify the source or origin of software or other material contained in a file that you upload to a BBS or DDI's site; (m) use DDI's site in a manner that adversely affects the availability of its resources to other Users; (n) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a subscriber to DDI's site the User directory or any portion thereof other than for personal, noncommercial purposes (except as otherwise expressly permitted by DDI's site); (o) falsely purport to be an employee or agent of DDI's site (p) cause repeated disruptive incidents; or (q) act, or fail to act, in your use of DDI's site, in a manner that is contrary to applicable law or regulation. In addition, you may not post or transmit any message which is harmful, threatening, abusive or hateful. It is not the intent of DDI to discourage Users from taking controversial positions or expressing vigorously what may be unpopular views in DDI's site, nonetheless, DDI reserves the right to take such action as it deems appropriate in cases where DDI's site is used to disseminate statements which are deeply and widely offensive and/or harmful. Each time you upload a file on DDI's site, you represent and warrant that you own or otherwise control the rights or have the necessary consents to do so, and you grant every other User the right to download and use such file. Your failure to observe any of the foregoing limitations or obligations may result in civil or criminal liability.
DDI reserves complete and sole discretion with respect to the operation of its site and reserves the right to withdraw, suspend or discontinue any functionality or feature. DDI may, in its complete and sole discretion, review uploaded files and authorize restrictions on access thereto.
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 DDI's site in accordance with this Agreement. You agree to be financially responsible for your use of DDI's site (as well as for use of your account by others) and to comply with your responsibilities and obligations as stated in this Agreement.
The entire contents of DDI's site are copyrighted as a collective work under the laws of United States and other copyright laws. DDI holds the copyright in the collective work. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the material from the different areas of DDI's site solely for your own non-commercial use, unless otherwise permitted (e.g., in the case of electronic coupons, etc). Any redistribution, retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. You agree not to change or delete any proprietary notices from materials downloaded from DDI's site.
You agree to indemnify, defend and hold harmless DDI, its officers, directors, employees, agents, representatives and suppliers from and against all losses, expenses, damages and costs, including reasonable attorney's fees, resulting form any violation of this Agreement or any activity related to your account by you or any other person accessing DDI's site using your account.
You agree that neither DDI nor its officers, directors, employees, agents, representatives and suppliers shall have any liability to you under any theory of liability or indemnity in connection with your use of DDI's site. You hereby release and forever waive any and all claims you may have against DDI, its officers, directors, employees, agents, representatives and suppliers (including but not limited to claims based upon the negligence of DDI, its officers, directors, employees, agents, representatives and suppliers) for losses or damages you sustain in connection with your use of DDI's site. Notwithstanding the foregoing paragraph, the total liability of DDI, its officers, directors, employees, agents, representatives and suppliers, if any, shall not exceed the fees paid by the user for the particular information or service provided. In no event shall DDI, its officers, directors, employees, agents, representatives and suppliers be liable for any losses or damages other than the amount referred to above. All other damages, direct or indirect, special, incidental, consequential or punitive arising from any use of the information or other parts of DDI's site are hereby excluded even if DDI's officers, directors, employees, agents, representatives or suppliers have been advised of the possibility of such damages.
Either you or DDI may terminate your right to use DDI's site at any time, with or without cause, upon notice. DDI also reserves the right to terminate or suspend your site membership without prior notice, but DDI will confirm such termination or suspension by subsequent notice. The provisions of paragraphs 2 (License), 8 (Copyright), 9 (Indemnification), 10 (Waiver, Release and Limitation of Liability), and 12 (Miscellaneous) shall survive any termination of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. You agree that any legal action or proceeding between DDI and you for any purpose concerning arising out of or relating to this Agreement or the parties' obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in the city of Chicago, Cook County, Illinois, United States. Any cause of action or claim you may have with respect to DDI's site must be commenced within one (1) year after the claim or cause of action arises. DDI'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. DDI may assign its rights and duties under this Agreement to any party at any time without notice to you.
DDI may deliver notice to you under this Agreement by means of electronic mail, a general notice on DDI's site or by written communication delivered by first class U.S. mail to your address on record in DDI's account information. You may give notice to DDI at any time via electronic mail or by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address:
Doctor's Data, Inc.
3755 Illinois Avenue
Saint Charles, IL 60174-2420
Attn: Chief Executive Officer/President
The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.