viaMD - Surgery-Driven Collaborative Commerce

VIAMD.COM
TERMS OF SERVICE

viaMD.com, Inc. (viaMD) provides this Web site and the supply chain management services offered on this Web site (collectively, the viaMD System) to you pursuant to the following terms and conditions (the Terms). Please read the Terms carefully. BY CLICKING THE I AGREE BUTTON AT THE END OF THE TERMS, YOU ARE STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND THAT YOU AGREE TO BE BOUND BY SUCH TERMS.

1. YOUR RESPONSIBILITIES

You are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the viaMD System and all charges related thereto. You agree to follow any operating rules or policies that viaMD may periodically post or otherwise make available to you through the viaMD System. You agree not to use the viaMD System to: (a) violate any local, state, national or international law; (b) stalk, harass or harm another individual; (c) collect or store personal data about other users; (d) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; and (e) interfere with or disrupt the viaMD System or servers or networks connected to the viaMD System, or disobey any requirements, procedures, policies or regulations of networks connected to the viaMD System.

2. MODIFICATIONS TO TERMS

viaMD may change the Terms periodically. viaMD will notify you of any such changes via e-mail and/or by posting the changes on the viaMD start-up screen. If you object to any such changes, your sole recourse will be to cease using the viaMD System. Continued use of the viaMD System following notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

3. MODIFICATIONS TO VIAMD SYSTEM

viaMD reserves the right to modify or discontinue the viaMD System with or without notice to you. VIAMD WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD VIAMD EXERCISE ITS RIGHT TO MODIFY OR DISCONTINUE THE VIAMD SYSTEM. If you object to any such changes, your sole recourse will be to cease using the viaMD System (if it is still available). Continued use of the viaMD System following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the viaMD System as so modified.

4. PRIVACY

viaMD is committed to protecting the privacy of the users of the viaMD System and ensuring the confidentiality of all personal information collected from such users. This commitment is addressed in greater detail in viaMDýs Privacy Policy [create link here to Privacy Policy], which you should read before accepting these Terms. You acknowledge and agree that any information collected from you may be used in accordance with viaMDýs Privacy Policy [create link here to Privacy Policy].

5. YOUR ACCOUNT, PASSWORD AND SECURITY

You are responsible for maintaining the confidentiality of your username and password, and you are solely responsible for all activities that occur under your username and password. viaMD recommends that you memorize this information, and not write it down. You agree to immediately notify viaMD of any unauthorized use of your username and password or any other breach of security related to the viaMD System. VIAMD CANNOT AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR USERNAME AND/OR PASSWORD, OR TO OTHERWISE COMPLY WITH THIS SECTION.

6. ELECTRONIC SIGNATURES AND RECORDS.

Your electronic expressions of assent on the viaMD System (including assent to these Terms) will constitute legally binding signatures. Any records associated with your use of the viaMD System may be stored in electronic form, and accessed by you through the viaMD System. You may withdraw your consent to have your records provided or made available in electronic form by notifying viaMD in writing of your desire to do so. Should you so elect, however, your access to the viaMD System will be terminated.

7. THIRD PARTY CONTENT AND MONITORING

viaMD is a distributor (and not a publisher) of content supplied by third parties and users of the viaMD System. Accordingly, viaMD has no editorial control over such content. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information provided by other users of the viaMD System, are those of the respective author(s) or distributor(s) of that information and not of viaMD. viaMD neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the viaMD System by anyone other than authorized viaMD spokespersons while acting in their official capacities. viaMD has the right, but not the obligation, to monitor and review the content on the viaMD System and your account to determine compliance with these Terms and any other operating rules established by viaMD, to satisfy any law, regulation or authorized government request, or for other purposes. You understand and acknowledge that viaMD does not monitor content for accuracy or reliability.

8. DEALINGS WITH PARTNERS AND ADVERTISERS

Your correspondence or business dealings with, participation in promotions of, or purchase of goods and/or services from viaMD partners, advertisers or sponsors found on or through the viaMD System, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such partners, advertisers and/or sponsors. YOU AGREE THAT VIAMD WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS, OR AS THE RESULT OF THE PRESENCE OF SUCH PARTNERS, ADVERTISERS OR SPONSORS ON THE VIAMD SYSTEM.

9. LINKS

viaMDýs provision of a link to any other Web site or location is for your convenience and does not signify viaMDýs endorsement of such other Web site or location or its contents. VIAMD WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEB SITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, OR FOR YOUR USE OF SUCH INFORMATION.

10. TERMINATION

You agree that viaMD may terminate your access to the viaMD System without prior notice, and that viaMD may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the viaMD System. YOU AGREE THAT VIAMD WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE VIAMD SYSTEM. You may discontinue your participation in and access to the viaMD System at any time.

11. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF THE VIAMD SYSTEM IS AT YOUR SOLE RISK. THE VIAMD SYSTEM IS PROVIDED ON AN ýAS ISý AND ýAS AVAILABLEý BASIS. VIAMD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE VIAMD SYSTEM. VIAMD MAKES NO WARRANTY THAT THE VIAMD SYSTEM WILL MEET YOUR REQUIREMENTS, OR THAT THE VIAMD SYSTEM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES VIAMD MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE VIAMD SYSTEM OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE VIAMD SYSTEM OR THAT DEFECTS IN THE VIAMD SYSTEM WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE VIAMD SYSTEM IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING THEREFROM, INCLUDING ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION. VIAMD MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE VIAMD SYSTEM OR ANY TRANSACTIONS ENTERED INTO THROUGH THE VIAMD SYSTEM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VIAMD OR THROUGH THE VIAMD SYSTEM WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

12. LIMITATION OF LIABILITY

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL VIAMD OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNTýS) USE OF THE VIAMD SYSTEM.

13. EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that viaMD may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of viaMD's liability will be the minimum permitted under such applicable law.

14. INDEMNIFICATION

You agree to indemnify, defend and hold harmless viaMD, its parents, subsidiaries, affiliates, officers, directors, employees, consultants, agents and partners, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from: (a) any information you (or anyone using your account) submits, posts or transmits through the viaMD System; (b) your (or anyone using your account's) use of the viaMD System; (c) your (or anyone using your account's) violation of these Terms; (d) your (or anyone using your account's) violation of any rights of any other person or entity; (e) any viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by you into the viaMD System; or (f) injury to any persons or property caused (or allegedly caused) by you or any of your agents or representatives.

15. TRADEMARKS

Certain of the names, logos, and other materials displayed in the viaMD System constitute trademarks, tradenames, service marks or logos (Marks) of viaMD or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with viaMD or those other entities.

16. COPYRIGHTS; RESTRICTIONS ON USE

The content contained on the viaMD System (the Content), including without limitation, text, software, photos, and graphics, is copyrighted by viaMD and/or its licensors under United States and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by viaMD or its licensors. The Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of viaMD and its applicable licensors, with the sole exception that one copy may be downloaded onto a single computer for your personal use. You must abide by all copyright notices, information, or restrictions contained in or attached to any Content.

17. LICENSE

You hereby grant to viaMD a worldwide, perpetual, irrevocable, royalty-free, sublicenseable right, in any media now known or currently known, to exercise all rights under applicable copyright laws with respect to the content that you provide to us to be posted on or distributed through the viaMD System or otherwise used by viaMD in connection with the provision of services through the viaMD System.

18. MISCELLANEOUS

This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law principles that would require the application of the laws of a different state. All lawsuits arising out of the Terms or out of your use of the viaMD System will be brought in the Federal or state courts located in San Francisco County, California and you and viaMD hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of viaMD to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the viaMD Systems or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect.
The terms of Sections 11 through 18 as well as any limitations on liability explicitly set forth herein will survive the expiration or earlier termination of the Terms for any reason. The Terms constitute the entire and exclusive statement of the agreement between you and viaMD with respect to the subject matter hereof, and supersede any prior agreements, oral or written, between you and viaMD with respect to such subject matter.

These Terms constitute a legally binding contract that will bind both you and viaMD as soon as you click the following 'I Agree' button. If you click the 'I Disagree' button, you will not bound by the Terms and you will not be allowed to use the viaMD System.