END USER AGREEMENT
TERMS OF SERVICE
THIS USER AGREEMENT ("Agreement") is made between HEALTH CARE LOGISTICS, INC. (the "Company") and any person (as more specifically defined in Ohio Revised Code Chapter 1306 ; the "User") who completes the registration process to open and maintain an account with the Company's interactive online and labeling service (the "Service"). Company and User are collectively referred to as the "parties."
CAREFULLY READ THE FOLLOWING AGREEMENT. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR CONTRACT WITH US. BY ACKNOWLEDGING YOUR ACCEPTANCE OF THIS CONTRACT OR USING OR INSTALLING ANY PART OF THE SERVICE, USER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT. IF USER DOES NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, USER MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SERVICE.
a. License of Service. The Service consists of a proprietary labeling program owned exclusively by the Company. The Company's proprietary rights, include without limitation all copyright, trade secret, trademark and other proprietary rights, in relation to the Service and any corrections, fixes, enhancements, updates or other modifications, including custom modifications, to the Service, whether made by Company or any third party. User's access to the Service is licensed and not sold; no title to the Service is transferred hereby and User's rights hereunder are strictly limited as set forth herein. Subject to full compliance with the terms and conditions set forth in this Agreement, Company agrees to provide User with a personal, non-transferable and non-exclusive license to access and use the Service.
b. Accessibility. User agrees that from time to time the Service may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Company may undertake from time to time; (iii) causes beyond the control of Company or which are not reasonably foreseeable by Company.
c. Equipment. User shall be solely responsible for providing, maintaining and ensuring compatibility with the Service, all hardware, software, electrical and other physical requirements for User's use of the Service, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs and services required to access and use the Service.
d. Authorized Use. User shall use the Service only to provide access to the online labeling software managed and maintained by Company. The Agreement allows User to use the Service to manage, update, and maintain information related to use of the labeling software. User agrees to use the Service only for User's own business. Under no circumstances shall User (i) permit any unrelated third parties to use the Service, (ii) process or permit to be processed the data of any other party, or (iii) sell, license, publish, display, distribute, or otherwise transfer to a third party the Service or any copy thereof, in whole or in part, without Company's prior written consent.
a. Security. User shall be solely responsible for the security, confidentiality and integrity of all messages and the content User receives, transmits through or stores on the Service. User shall be solely responsible for any authorized or unauthorized access to User's account by any person.
b. Privacy. When reasonably practicable, Company will attempt to respect User's privacy. Company will not monitor, edit, or disclose any personal information about User or User's account, including its contents or User's use of the Service, without User's prior consent unless Company has a good faith belief that such action is necessary to: (i) comply with legal process or other legal requirement of any governmental authority; (ii) protect and defend the rights or property of Company; (iii) enforce this Agreement; (iv) protect the interests of users of the Service other than User; or (v) operate or conduct maintenance and repair of Company's services or equipment, including the Service as authorized by law. User has no expectation of privacy with respect to the Internet generally.
a. Payment. It is the intent of the Company to provide the Service without charge to its customers. Nevertheless, the Company reserves the right at any time to initiate a user fee. Notice will be given to the User prior to the initiation of any fee. In such event, the User shall pay Company such user fee in a prompt and timely manner. Company expressly reserves the right to change the fees at any time, upon notice to the User.
b. Collection and Taxes. All fees, taxes and other charges assessed against the Company in connection with the provision of the Service shall be billed to User. User shall promptly pay Company and in the event any such charge is not paid in full within thirty (30) days, User hereby agrees to pay interest at the rate of 1.5% per month on any outstanding unpaid balance, together with costs of collection, including attorney's fees and costs. In the event User fails to pay any amount due for the Service, Company may immediately suspend or terminate this Agreement and User's access to the Service.
User represents and warrants to Company that: (a) User has the power and authority to enter into and perform User's obligations under this Agreement; (b) all information provided by User to Company is truthful, accurate and complete; (c) User shall comply with all terms and conditions of this Agreement, including, without limitation, the provisions set forth in Section 5; and (e) User has provided and will provide accurate and complete registration information.
User is solely responsible for any and all acts and omissions that occur by reason of its use of the Service; User agrees not to engage in unacceptable use of the Service; and will not interfere, disrupt or attempt to gain unauthorized access to other accounts on the Service; disseminate, store or transmit viruses, or any other malicious code or program; or engage in any other activity deemed by the Company to be improper or in conflict with the intent of this Agreement.
This Agreement is effective upon User's acceptance as set forth herein and shall continue in full force until terminated. User may terminate this Agreement for any reason upon prior notice to the Company. Company also reserves the right, in its sole and absolute discretion and without notice, at any time and for any reason, to (a) remove or disable access to all or any portion of the Service; (b) suspend User's access to or use of all or any portion of the Service; and (c) terminate this Agreement.
THIS SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE SERVICE IS AT USER'S SOLE RISK. NOR DOES COMPANY MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICE. COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE.
UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICE, INCLUDING, WITHOUT LIMITATION, USER'S USE OR INABILITY TO USE THE SERVICE, ANY CHANGES TO OR INACCESSIBILITY OF THE SERVICE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE.
IN NO EVENT SHALL COMPANY'S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL FEES PAID BY USER TO COMPANY HEREUNDER. IF USER IS DISSATISFIED WITH THE SERVICE, USER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE SERVICE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 6.
User agrees to indemnify, hold harmless and defend Company, its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person, arising out of or relating to: (a) this Agreement; (b) User's user of the Service, including any data or work transmitted or received by User; and (c) any unacceptable use of Service, including, without limitation, any statement, data or content made, transmitted or republished by User which is prohibited as unacceptable at Section 5.
a. Independent Contractors. The parties and their respective personnel are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party. This Agreement does not constitute a partnership or joint venture, and nothing herein should be construed to constitute, such a partnership or joint venture.
b. Successors and Assigns. User may not assign User's rights and duties under this Agreement without the prior written consent of the Company. This Agreement will enure to the benefit of and will be binding on Company and its respective successors and permitted assigns.
c. Reservation of Rights. Company hereby reserves any and all rights not expressly and explicitly granted in this Agreement.
d. Amendment. Company shall have the right, at any time without notice, to add or modify the terms of this Agreement, simply by delivering such amended terms to User by email at the address provided to Company by User. User's access to or use of the Service after the date such amended terms are delivered to User shall be deemed to constitute acceptance of such amended terms.
e. Governing Law/Venue/Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of Ohio, without regard to choice of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Venue and jurisdiction shall be proper only in the state of Ohio and each party hereby consents to such exclusive and personal jurisdiction and venue.
f. Severability. Except as otherwise set forth in this Agreement, the provisions of this Agreement are severable, and if any one or more such provisions shall be determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions thereof shall not in any way be affected thereby and shall nevertheless be binding between the parties hereto. Any such invalid, illegal or unenforceable provision or portion thereof shall be changed and interpreted so as to best accomplish the objectives of such provision or portion thereof within the limits of applicable law.
g. Complete Agreement. The parties agree that this Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to the subject matter.