MEDIMERGENT TERMS OF SERVICE
Thank you for visiting www.medimergent.com (the “Site”). The Site is provided by MediMergent LLC (“MediMergent”).
PLEASE READ THESE TERMS OF SERVICE (THESE “TERMS”) CAREFULLY BEFORE USING THE SITE. BY USING THE SITE, YOU ARE AGREEING TO ARBITRATE DISPUTES AGAINST MEDIMERGENT IN YOUR INDIVIDUAL CAPACITY, AND YOU ARE WAIVING YOUR RIGHT TO ACT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
By using the Site, you are agreeing to be bound by these Terms and MediMergent’s Privacy Notice (the “Privacy Notice”). If you don’t agree to the terms of the Privacy Notice or these Terms, do not use the Site.
1. Changes to the Terms of Service
MediMergent may make changes or improvements to the Site and/or to these Terms at any time. Any modifications made will be effective immediately upon the posting of the modified Terms on the Site. By continuing to use the Site after any changes or improvements are made, you are accepting and agreeing to such changes and improvements. MediMergent encourages you to review these Terms each time you visit the Site so that you are aware of any changes made to these Terms.
2. Ownership of Intellectual Property
The MediMergent name and logo, and other marks displayed on or through the Site, are the proprietary service marks or trademarks of MediMergent or third parties. The MediMergent trademarks may not be used in connection with any product or service that is not MediMergent’s without MediMergent’s express prior written consent. All other trademarks not owned by MediMergent that appear as part of the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by, MediMergent.
All content on the Site, including, but not limited to, works of authorship, documents, designs, text, graphics, photos, logos, button icons, images, software, programs, code, digital downloads, and data compilations; any improvements or modifications to such content; any derivative works of any of the foregoing; and the collection, arrangement, and assembly of all data and content on or accessed through the Site are the property of MediMergent or its respective licensors, and are protected by all applicable intellectual property laws.
You may not use, reproduce, perform, display, publish, adapt, modify, broadcast, transmit, distribute, exhibit, disseminate, license or sell any of the trademarks, service marks, names, logos, content, data, data compilations/analyses, illustrations, graphics, images, photos, documents, works of authorship, or other information, services or materials appearing or available on or through the Site (collectively, “Site Content”), or any other proprietary interests of MediMergent, in whole or in part, except as expressly permitted by these Terms. Nothing in these Terms shall grant to you or to any other user any license or right in or to any copyright, trademark, trade secret, patent or other proprietary right of MediMergent or any other person.
3. License to the Site and Site Content
The Site may include information regarding MediMergent and its services, as well as publications and materials proprietary to MediMergent. Subject to the terms and conditions hereof, MediMergent hereby grants you a non-exclusive, worldwide, revocable, limited, non-transferable license to access the Site and view the Site Content solely for your own informational, non-commercial use; provided, that (x) neither the Site Content nor any indicia, notices, content, disclaimers or other terms therein are altered or removed; and (y) any information provided through the Site by third parties is used solely for the purpose permitted in this paragraph.
In no circumstance shall title to any Site Content, or other information found on the Site be transferred to you by the function of this license. Any unauthorized use of any Site Content or any intellectual property or information accessed or available through the Site may violate intellectual property and other laws.
You agree not to upload or transmit to or via the Site any information that (i) infringes or otherwise violates any copyright, patent, trademark, trade secret, or other intellectual property or proprietary right; (ii) is defamatory, libelous, expresses hate, or is unlawfully threatening; (iii) is pornographic, obscene, or exploitative of a minor; (iv) contains or embodies a virus, worm, Trojan Horse, or any other contaminating or destructive feature; or (v) otherwise violates any applicable treaty, law, or regulation. MediMergent reserves the right to remove any material alleged to be violating any of the above pending further investigation.
You agree that you will not interfere, in any way, with others’ use of or access to the Site, will not develop, invoke or utilize any code or other method to disrupt, diminish the quality of, interfere with the performance of, impair the functionality of, or attempt to reverse engineer the Site (or any part thereof) or circumvent any security features thereof, and will not attempt to gain unauthorized access to the content or computer system of any other site or of any Site user. You further agree (i) not to use any software, program, code, algorithm, method, data or data compilation owned by MediMergent except as may be implemented in the Site, as applicable; (ii) not to take any other action in connection with your use of the Site that violates any treaty, law, or regulation; and (iii) to fully comply with all applicable treaties, laws, and regulations in your use of the Site.
You agree not to authorize or encourage any third party to use the Site to facilitate or engage in any of the prohibited conduct described in these Terms. You also agree to immediately notify MediMergent in the event of an actual or threatened claim that you have violated any of the terms, conditions, limitations, covenants or agreements contained in these Terms.
You agree to access the Site through a standard Web browser, and you specifically agree not to use any third-party applications to access any page of the Site. You further agree that you will not use any robot, spider, or other automatic device, manual process, or application or data mining or extraction tool to access, monitor, copy, or use the Site. You agree not to take any other action that imposes an unreasonable or disproportionately large load on the Site.
Except as expressly provided herein, you may not use, download, upload, reproduce, copy, duplicate, print, display, perform, republish, sell, license, post, transmit, disseminate, redeliver using “framing technology,” otherwise distribute, or commercially exploit in any way the Site or any portion thereof or any information or content on the Site without the prior written consent of MediMergent.
4. Term; Termination; Modification or Discontinuance of the Site
These Terms will remain in effect until terminated in accordance with this Section 4.
MediMergent may immediately suspend or terminate the license and/or your right and ability to use the Site at any time for your breach or suspected breach of these Terms. Upon termination, you will immediately destroy any materials, content or other information (including, without limitation, Site Content) that you obtained from the Site, if any, and cease all use of the Site.
MediMergent reserves the right, in its sole discretion, to discontinue or modify the Site or your right to access and/or use the Site at any time, without cause. In the event of any material modifications to the Site, your access to the Site and the information, content, services and materials on the Site may be limited or unavailable during the modification period.
Any provisions of these Terms which by their nature should survive the expiration or termination of your right to access and use the Site shall survive the expiration or termination for any reason whatsoever. MediMergent shall in no way be liable to you or any third party for any consequence which results from MediMergent’s decision to modify, suspend or discontinue the Site.
5. Unauthorized Use of the Site
MediMergent further reserves the right to investigate and take legal action against any illegal and/or unauthorized use of the Site, including, but not limited to: unauthorized access to the Site through a third-party application, robot, spider, automated device, or data mining or extraction tool or other unauthorized means; interference with the Site; any other action that imposes an unreasonable load on the Site; or any unauthorized distribution of Site Content. MediMergent’s decision not to pursue legal action for any violation of these Terms shall not be construed as a waiver or modification of these Terms, the Privacy Notice, or of MediMergent’s legal rights and remedies, all of which are expressly reserved.
6. Third Party Sites
IN NO EVENT WILL MEDIMERGENT BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE, OR RELIANCE ON ANY THIRD PARTY SITE, OR ANY LINK CONTAINED IN A THIRD PARTY SITE.
7. Qualification for Use and Access to the Site
By using the Site, you represent and warrant that you are at least eighteen (18) years of age, and that you agree to abide by all of the terms and conditions of this Agreement. Use of the Site is void where prohibited.
8. Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND/OR ANY SITE CONTENT IS AT YOUR OWN RISK AND THAT THE SITE AND ALL SUCH INFORMATION IS PROVIDED BY MEDIMERGENT ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MEDIMERGENT MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE AND THE AVAILABILITY, OPERATION, AND USE OF THE SITE AND THE SITE CONTENT, AS APPLICABLE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
IN ADDITION, MEDIMERGENT DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY SITE CONTENT IS ACCURATE, COMPLETE, OR CURRENT, AND MEDIMERGENT IS NOT RESPONSIBLE FOR ANY ERRORS, INACCURARIES, DEFECTS, UNTIMELINESS, SECURITY BREACHES OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM YOUR RELIANCE ON ANY ASPECT OF THE SITE OR SITE CONTENT. MEDIMERGENT UNDERTAKES NO OBLIGATION TO UPDATE ANY INFORMATION OR SITE CONTENT CONTAINED ON THE SITE. FURTHER, MEDIMERGENT MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE OR SITE CONTENT WILL BE AVAILABLE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, DEFECTS OR OTHER HARMFUL COMPONENTS.
9. Limitation of Liability
IN NO EVENT SHALL MEDIMERGENT OR ITS CURRENT AND FUTURE PARENTS, SUBSIDIARIES AND AFFILIATES OR ANY OF THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES (COLLECTIVELY, THE “MEDIMERGENT PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE, OR IMPROPER USE OF, THE SITE OR ANY SITE CONTENT AVAILABLE THEREON (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR REVENUE, OR FOR BUSINESS INTERRUPTION, OR LOSS OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.
CERTAIN LAWS MAY NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, AND THUS SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS ABOVE MAY NOT APPLY TO YOU. IN SUCH CASES, MEDIMERGENT’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NEVERTHELESS, NOTHING IN THIS AGREEMENT IS INTENDED TO LIMIT OR WAIVE ANY RIGHTS YOU MAY HAVE UNDER ANY APPLICABLE LAWS.
You agree to defend, indemnify and hold the MediMergent Parties harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs, and expenses (including, without limitation, reasonable attorneys’ fees, disbursements, and court costs, including any incurred in enforcement of this indemnity) arising from, incurred as a result of, in connection with, or in any manner related to (i) use of the Site or any Site Content contained, displayed, or available therein by you or any other person accessing the Site; (ii) your violation or breach of these Terms; and/or (iii) your violation of any third party’s rights.
11. Governing Law; Dispute Resolution
This Agreement and your access to and use of the Site is governed by the laws in effect in the State of Maryland, without giving effect to its conflicts of law provisions. By using the Site, you waive any claims that may arise under the laws of other countries or territories.
With respect to any and all disputes arising out of or in connection with the Site, these Terms, or the Privacy Notice, you and MediMergent agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution. If you and MediMergent do not resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by confidential binding arbitration in accordance with the commercial rules of arbitration of the American Arbitration Association in Montgomery County, Maryland.
THE ARBITRATION OF DISPUTES PURSUANT TO THESE TERMS SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. YOU AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SITE AND/OR THIS AGREEMENT, WILL BE RESOLVED INDIVIDUALLY THROUGH BINDING ARBITRATION AS SET FORTH ABOVE, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (2) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; (3) UNDER NO CIRCUMSTANCES WILL YOU BE PERMITTED TO OBTAIN ANY AWARD FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT OF POCKET EXPENSES, AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (4) YOUR REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND YOU IRREVOCABLY WAIVE ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU. NOTHING IN THIS AGREEMENT IS INTENDED TO LIMIT OR WAIVE ANY RIGHTS YOU MAY HAVE UNDER ANY APPLICABLE LAWS.
The arbitrator’s award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that MediMergent may seek any interim or preliminary relief from a court of competent jurisdiction as necessary to protect its rights or property pending the completion of arbitration.
To the extent permitted by law, any claim or dispute arising out of or in connection with the Site, these Terms, or the Privacy Notice, must be filed within one year in an arbitration proceeding. The one-year period begins when the claim or notice of dispute first could be filed. If a claim or dispute isn’t filed within one year, it is permanently barred.
12. Waiver; Invalidity
MediMergent’s failure to act on any breach of any provision hereof shall not be construed as a modification or waiver of the enforcement of any provision unless MediMergent agrees to such waiver in writing. If any provision of this Agreement shall be held, be deemed or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case or circumstance because of the conflicts of any provision with any law, regulation, ordinance or for any other reason, the provision or provisions in question shall not be invalid, inoperative or unenforceable in any other case or circumstance, nor shall any other provision or provisions herein contained thereby be or become invalid, inoperative or unenforceable and such provision shall be reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such circumstances.
13. Entire Agreement
These Terms, together with MediMergent’s Privacy Notice, set forth the entire understanding between you and MediMergent with respect to your use of the Site and supersede any prior or contemporaneous communications, representations, or agreements, oral or written, between you and MediMergent with respect thereto.
If you have any questions about these Terms or any Site Content, please contact MediMergent at email@example.com.
Effective as of: March 23, 2020