Terms of Use Agreement

DBC Pri-Med, LLC and Amazing Charts, LLC Online Services Terms of Use Agreement

Last Updated February 18, 2015

DBC Pri-Med Company, LLC and its wholly owned subsidiary Amazing Charts, LLC (collectively the  “Company") maintains and supports various web pages and applications for mobile devices that it created as a part of its business activities (collectively the “Pages”). These Pages include information and links to certain related products and services offered by Company related to medical education, to data analytics and to electronic health records software (collectively, "Company Services"). The Pages also contain certain information and content related thereto (the "Content"). The use of these Pages is subject to the terms and conditions contained in this Terms of Use (the "Terms"). Please read these Terms carefully. By using Company’s Services and accessing the Content, you agree to adhere to and be bound by these Terms, as they may be modified from time to time at Company’s sole discretion. If you do not agree to be legally bound by these terms, you are not permitted to use Company Services or access the Content. Additionally by accessing the Pages you acknowledge and agree you acknowledge and agree that Company will utilize information they share when accessing the Company Services and Content in accordance with the provisions of Company’s Privacy and Ethics Policy incorporated herein by reference.  
Amendments: Company reserves the right to amend the Terms at any time and will notify you of any such changes by making the revised Terms available through the Pages. Unless otherwise specified, those changes shall be effective immediately. It is your obligation to review changes in these Terms, and you agree that your continued use of Company Services and access the Content after the posting of any revised Terms constitutes your agreement to be bound by the revised Terms.
Your Access to Company Services
1.    Permitted Users: Currently, Company Services are available for use only by individuals who are 18 years of age or older and are intended for medical professionals. You acknowledge and agree that you may not access, attempt to access the Content, or use Company Services if you are not at least 18 years of age. Additionally you agree that neither the Company Services provided to you nor any Content available on the Pages should be construed as a substitute for the independent medical judgment of a physician relative to diagnostic and treatment options of a specific patient’s medical condition.

2.    Public Areas and the Subscription Service: Company Services included on the Pages include (i) public areas that are generally accessible to the public and contain information about Company and the Company Services (the "Public Areas"), (ii) a subscription service (the "Subscription Service") that may only be accessed by registered users (the "Registered Users") and (iii) any applications provided by Company including, but not limited, to applications made available on iTunes and other third party distribution platforms (“Applications”). Individuals who desire to become Registered Users and gain access to the Subscription Service will be required to select a user identification ("User ID") and password (the "Password"). Registered Users are solely responsible for all activity occurring through the use of their Password and for keeping their User ID and Password confidential. Registered Users are also responsible for all activity by others to whom such Registered Users have voluntarily disclosed their password. Registered Users shall notify Company immediately upon becoming aware of any actual or suspected unauthorized use, unauthorized disclosure, or theft of any User ID or Password. You may not attempt to gain unauthorized access to the Subscription Service. Registered Users may also be “End Users” of certain electronic health record software and services offered by Company. Additional terms and conditions for those End Users related to that software and related services are set forth in an End User License Agreement which is separate from these Terms.

3.    Permitted Use: Subject to the terms and conditions of these Terms, Company grants you a non-exclusive, personal, non-transferable, non-sub licensable, limited and revocable right to access, use the Company Services and display the Pages as well as the Content on any computers or mobile device for your authorized educational use only (the "Permitted Uses"). You agree to use Company Services and Content only for lawful purposes and for the Permitted Uses. No other use of Company Services, Pages or Content is authorized. You are prohibited from any use of Company Services, Pages or Content that would constitute an illegal offense, give rise to liability or otherwise violate any applicable laws or regulations or these Terms. Except as otherwise authorized by these Terms or expressly stated on the Pages, you may not publicly perform, distribute, publicly display, transmit, publish, participate in the sale or transfer of and/or modify the Content and/or create derivative works based on any Content, in whole or in part. No right, title, or interest in Content is transferred to you as a result of your use of Company Services or the Pages.

4.    Additional Restrictions: The limited license granted to you pursuant to these Terms does not include any resale or commercial use of the Pages, Company Services or the Content; any derivative use of them. You may not reproduce, duplicate, copy, sell, resell, modify, reverse engineer, decompile, disassemble or create derivative works of or otherwise exploit for any commercial purpose the Company Services, the Pages, or the Content, or any portion of the foregoing, without Company’s express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Company and Company affiliates or licensors without Company’s express written consent. None of the Content or Company Services may be retransmitted without Company’s express written consent, nor may it be used on any other website or stored on any networked computer environment. You may not use any metatags or any other "hidden text" utilizing any of Company’s names or trademarks without Company’s expresses written consent. Any unauthorized use terminates the permission and/or license granted by us without the need for further action by us.

5.    Trademarks: All marks displayed on the Pages including those within the Content or shown via the Company Services are the trademarks and service marks of Company or its affiliates. Other company, product and service names and logos used and displayed on the Pages may be trademarks or service marks owned by others. Nothing contained on or within the Pages should be construed as granting any license or right to use any of the Company trademarks or other trademarks displayed on or within the Pages without the prior written permission in each instance of Company and/or the owner(s) of such other trademarks. Without limiting the generality of the foregoing, the use of any Company’s trademarks as part of a link to or from any website is prohibited, unless such a link is approved in advance by Company in writing. All goodwill generated from the use of the Company trademarks on any website will inure to our benefit.

6.    Copyright: All Content included within or made available through Company Services on the Pages, including, without limitation, software, editorial materials, photographs, text, graphics, logos, audio, button icons, and images are the property of Company, its affiliates, content suppliers, or its licensors and are protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of the Content included within or made available through Company Services is the exclusive property of Company, and/or such third parties, as applicable, and protected by U.S. and international copyright laws. All software used in connection with the Company Services is the property of Company or its software suppliers and protected by U.S. and international copyright laws. If you believe, in good faith, that Company Services has infringed upon your copyright, you should send a notice of claimed copyright infringement, pursuant to Title 17, United States Code, Section 512(c)(2) (a portion of the "Digital Millennium Copyright Act"), to Company designated agent at: DBC Pri-Med LLC, 111 Huntington Ave, Boston, MA 02199 or via e-mail at: support@pri-med.com.
You must include the following information in all notices of claimed copyright infringement:
A.    An electronic or physical signature of the personal authorized to act on behalf of the owner of the copyright alleged to have been infringed
B.    A description of the allegedly infringing work or material;
C.    A description of where the allegedly infringing material is located within Company Services;
D.    Information reasonably sufficient to allow us to contact you;
E.    A statement by you that you have a good faith belief that the disputed use of the materials is not authorized by the proprietary right owner, its agent or the law; and
F.    A statement by you that the information provided in the notice of claimed copyright infringement is accurate, and under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner whose exclusive right is allegedly infringed.
7.    Privacy: By accessing the Content, using Company Services and providing your personal information to us, you agree that we may use the information you provide to us in accordance with our Privacy & Ethics Policy.

8.    Usage Monitoring: Subject to the terms and conditions of the Company Privacy Policy and Ethics Policy, Company has the right, but not the obligation, to monitor the use of Company Services and to disclose such information as we deem necessary or appropriate, including without limitation, to satisfy any law, regulation or other governmental request, to operate Company Services or to protect ourselves or other users of Company Services.

9.    Unsolicited Submissions: Any unsolicited communications that you make to Company through Company Services, including communications containing feedback, comments, ideas and concepts (collectively, "Unsolicited Communications") will be considered non-confidential and non-proprietary. Company and its affiliates are free to use and dispose of such Unsolicited Communications for any purpose and in any manner whatsoever. By submitting an Unsolicited Communication, you hereby grant Company and its affiliates a perpetual, royalty-free, fully paid-up and irrevocable right and license to use, reproduce, modify, publicly display, distribute, transmit, sublicense, create derivative works from, transfer, sublicense and sell such Unsolicited Communications. By providing Unsolicited Communications you warrant and represent that you own or otherwise control all of the rights to your Unsolicited Communications. Please be aware that no compensation will be paid with respect to the use of any Unsolicited Communications by Company or any of its affiliates.

10.    Disclaimer: YOU ACKNOWLEDGE AND AGREE THAT COMPANY SERVICES AND ALL CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING ANY OF THE FOREGOING, NONE OF COMPANY, ITS AFFILIATES, SUBSIDIARIES OR THEIR RESPECTIVE MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE "COMPANY PARTIES") WARRANT THAT COMPANY SERVICES WILL OPERATE ON AN UNINTERRUPTED OR ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT COMPANY SERVICES OR THE SERVER THAT MAKES SUCH SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE, BY YOUR USE OF COMPANY SERVICES, THAT YOUR USE OF COMPANY SERVICES IS AT YOUR SOLE RISK AND THAT NONE OF THE PARTIES SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF COMPANY SERVICES.

11.    THIS INFORMATION PROVIDED THROUGH THE CONTENT AND COMPANY SERVICES IS PROVIDED FOR GENERAL MEDICAL EDUCATION PURPOSES AND MEDICAL RECORD KEEPING PURPOSES ONLY AND IS NOT MEANT TO SUBSTITUTE FOR THE INDEPENDENT MEDICAL JUDGMENT OF A PHYSICIAN RELATIVE TO DIAGNOSTIC AND TREATMENT OPTIONS OF A SPECIFIC PATIENT'S MEDICAL CONDITION. IN NO EVENT WILL COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY DECISION MADE, TREATMENT PROVIDED AND/OR ACTION TAKEN IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE CONTENT AND/OR COMPANY SERVICES.

12.    THE OPINIONS, RECOMMENDATIONS AND PERSPECTIVES EXPRESSED VIA COMPANY SERVICES ARE THOSE OF AUTHORS ONLY AND DO NOT NECESSARILY REFLECT THE OPINIONS, IDEAS OR RECOMMENDATIONS OF THEIR AFFILIATED INSTITUTIONS, COMPANY, COMPANY’S AFFILIATES, SUBSIDIARIES, COMPANY EDITORIAL BOARDS, CLINICAL ADVISORY BOARDS, OR USER DISCUSSION BOARDS AND CONSULTANTS, AND/OR THE COMMERCIAL SUPPORTERS OF ANY OF THE FOREGOING. CLINICAL JUDGMENT MUST GUIDE EACH CLINICIAN IN WEIGHING THE BENEFIT OF ANY DIAGNOSTIC INTERVENTION OR TREATMENT APPROACH AGAINST THE RISK OF THE INTERVENTION OR TREATMENT. DOSAGE, INDICATIONS AND METHODS OF USE FOR PRODUCTS REFERRED TO VIA COMPANY SERVICES ARE NOT NECESSARILY THE SAME AS INDICATED IN THE PACKAGE INSERT FOR THE PRODUCT AND MAY REFLECT THE CLINICAL EXPERIENCE OR EXPERTISE OF THE INDIVIDUAL AUTHOR. ANY DIAGNOSTIC PROCEDURES OR TREATMENTS SHOULD NOT BE UTILIZED BY CLINICIANS OR OTHER HEALTHCARE PROFESSIONALS WITHOUT EVALUATION OF THEIR PATIENTS' CONDITIONS, AND OF POSSIBLE CONTRAINDICATIONS OR RISKS AND WITHOUT A REVIEW OF ANY APPLICABLE MANUFACTURER'S PRODUCT INFORMATION AND COMPARISON WITH THE RECOMMENDATIONS OF OTHER AUTHORITIES.

13.    Limitation of Liability: YOUR SOLE REMEDY FOR DISSATISFACTION WITH YOUR USE OF OUR SERVICES OR OUR CONTENT IS TO STOP USING COMPANY SERVICES AND/OR THE CONTENT. YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL COMPANY AND OUR AFFILIATES AND PARTIES BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE COMPANY SERVICES OR ANY OF THE CONTENT AND/OR WITH ANY DECISIONS MADE, TREATMENT PROVIDED AND/OR ACTIONS TAKEN IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE CONTENT AND/OR COMPANY SERVICES, INCLUDING: LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; ANY FAILURE OF PERFORMANCE, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR COMPUTER VIRUS; OR THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OR USE OF YOUR INFORMATION, EQUIPMENT OR PROPERTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE EXCLUDED DAMAGES. FURTHER, THE COMPANY, PARTIES WILL NOT BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OR WITH APPLICABLE FEDERAL, STATE AND LOCAL LAWS.

14.    THESE LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF: (I) ANY NEGLIGENCE OR GROSS NEGLIGENCE OF ANY COMPANY OR COMPANY PARTY OR (II) WHETHER THE LIABILITY SOUNDS IN NEGLIGENCE, STRICT LIABILITY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LEGAL LIABILITY; AND WILL REMAIN IN EFFECT EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15.    SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF WARRANTIES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN THOSE STATES, LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL AGGREGATE LIABILITY TO YOU EXCEED ONE HUNDRED DOLLARS ($100).

16.    Indemnification: You agree to defend, indemnify and hold Company and Company affiliates harmless from and against any and all claims, damages, costs, and expenses, including attorneys' fees, arising from or related to your use of Company Services or Content.

17.    Termination: You acknowledge and agree that Company may suspend or terminate your access to and use of Company Services at any time, with or without cause, at absolute discretion and without notice, including for any breach of these Terms. The relevant version of these Terms shall continue to apply to all prior use of Company Services. The following paragraphs of these Terms shall survive termination of your use or access to Company Services: paragraphs concerning indemnification, disclaimers, limitations of liability, termination and general provisions and any other provision that by its terms survives termination of your use of or access to Company Services.

18.    Links to Other websites and Services: To the extent that Company Services contain links to outside services and resources, the availability and content of which Company does not control, any concerns regarding any such service or resource, or any link thereto, should be directed to the particular outside service or resource. Company makes no representation or warranty regarding any other websites or the contents or materials on such websites. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY THIRD PARTY SITE, NOR DO WE MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE CONTENT (OR THE ACCURACY OF SUCH CONTENT) ON ANY THIRD PARTY SITES, AND WE SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER IN RELATION TO ANY OF THE FOREGOING.

19.    Applicable Law: The Content and Company Services are created and controlled by Company and/or its affiliates. The laws of the State of Delaware will govern these disclaimers, terms, and conditions, without giving effect to any principals of conflict of laws. All claims and disputes arising out of these Terms or Company Services, other than action for specific performance or injunctive relief brought by Company, shall be exclusively brought in the federal, state, or local courts located in Boston, MA, USA and, with regard to such claims and disputes, you hereby irrevocably (i) submit to the exercise of personal jurisdiction over you by those courts and (ii) waive any jurisdictional, venue, or inconvenient forum objections to such courts.

20.    General Provisions: Failure by Company, to enforce any provision(s) of these Terms shall not be construed as a waiver of any provision or right. In the event that any portion of these Terms is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions. These Terms constitutes the entire agreement between you and Company, with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreement not specifically incorporated herein, provided, however, that if you register for and participate in any continuing education programs offered by Company, additional terms and conditions may apply to such programs. Any claim under these Terms must be brought within one (1) year after the date upon which the cause of action arose.