MILLSTONE MEDICAL OUTSOURCING, INC. WEBSITE USER AGREEMENT

1.         Acceptance of Terms

Millstone Medical Outsourcing, LLC. ("Millstone,” "we", "us", "our"), provides access to the Millstone website, located at www.millstonemedical.com (the "Site") subject to your acceptance of this Website User Agreement (“Agreement”).  Any person accessing, browsing, framing, using and/or linking to the Site, either manually or via an automated device, shall be deemed a “User.”  All Users are subject to and agree to be bound by this Agreement when using the Site.

            When using a particular feature of the Site, you also may be subject to any posted guidelines, rules, terms of service, privacy policies, or other contractual provision as noted.  If you are a user of the Millstone Online Field Inventory System or the Millstone Extranet, you will be subject to the Online Field Inventory Terms and Conditions.  In the event of a conflict between any other agreement, rule, policies, or terms of service and this Agreement, the provisions of this Agreement shall govern when you are using the Site. If you have any questions about this User Agreement please contact Millstone by e-mail Legal@milstonemedical.com before using the Site.

2.         Privacy
You agree that you have read and understand the terms of Millstone’s Privacy Policy, which is incorporated herein. This policy governs the collection, use and sharing of personal and non-personal information from you when using the Site.

3.         Risk; Internet Use

            You assume total responsibility and risk for your use of the Site and the Internet.  You acknowledge and agree that any uploads or transmission you make to, from or through the Site may be intercepted and used by an unauthorized third party and that all of the risk associated with these activities is solely yours.  You understand that Millstone cannot and does not guarantee or warrant that materials available for downloading from the Site, including without limitation links, will be free of infection or viruses or other computer programming routines that are intended to damage any system, data or personal information.

4.         Intellectual Property

            The contents of the Site, such as text, graphics, logos, audio clips, video, photographs, software, trademarks, and other information (the “Proprietary Content”) is, unless otherwise noted, the property of Millstone, its affiliates or partners.  The Proprietary Content is protected by federal, state and international copyright and trademark laws, or other proprietary rights. These rights are protected in all forms, media and technologies existing now or hereinafter developed.  You may print and download portions of material from the different areas of the Site solely for your personal, non-commercial use.  No portion of the Proprietary Content may be reprinted, republished, modified, or distributed in any form without the express written permission of Millstone.  You may not reproduce, reverse engineer, decompile, disassemble, modify, transmit, sell, distribute, license or create derivative works of any of the Proprietary Content.   You may not make any unauthorized copies of any Proprietary Content. 

            Certain Proprietary Content may be licensed from third parties and all such third party content and all intellectual property rights related to the third party content belong to the respective third parties.  In addition, certain trademarks are the property of their respective third party owners, and the use of trademarks, logos, or brand names in the Site are for identification purposes only, and does not imply an endorsement by Millstone of the trademark owner, or vice-versa, or that such trademark owner has authorized Millstone to promote its products, services, or content.  You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Site or the Proprietary Content.  Any rights not expressly granted by this Agreement or any applicable end-user license agreements are reserved by Millstone.

            Except as expressly provided above, nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, copyright or trademark of Millstone or any third party.

5.         Links to Other Websites 

            Any links to other websites are provided merely as a convenience to the Users of this Site.  Millstone has not reviewed all of these other websites, has no responsibility for the content of such other sites, shall not be liable for any damages or injury arising from any such content, and does not endorse or make any representations about these websites, any information or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of these other sites linked to this Site, you do so entirely at your own risk.   

6.         Acceptable and Lawful Use of the Site

Any information provided to Millstone in connection with use of the Site: (a) shall not be false, inaccurate or misleading; (b) shall not be obscene or indecent; (c) shall not contain any viruses, worms,  or other computer programming routines that are intended to damage any system, data or personal information; (d) shall not infringe on any Millstone or third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (e) shall not be defamatory, libelous, unlawfully threatening or harassing; and (f) shall not create liability for Millstone or cause us to lose the services of our Internet service providers or other suppliers. You may not take any action that imposes an unreasonable burden upon the infrastructure used to operate the Site, including but not limited to unsolicited e-mail, also commonly known as Spam.

7.         NO WARRANTIES

            THE SITE AND THE CONTENT AND SERVICES MADE AVAILABLE ON THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

MILLSTONE DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SITE, THE SITE CONTENT, ANY SERVICES PROVIDED THROUGH THE SITE OR ON THE INTERNET GENERALLY.  MILLSTONE DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED.  Some states may not permit the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

8.         LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL WE OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE SITE OR PROVIDING CONTENT, PRODUCTS OR SERVICES THROUGH THE SITE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM: (I) THE USE OF OR INABILITY TO USE THE SITE; (II) THE COST OF PROCURING SUBSTITUTE MERCHANDISE AND SERVICES RESULTING FROM ANY MERCHANDISE, DATA, CONTENT OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS, WARRANTIES, GUARANTEES OR CONDUCT OF MILLSTONE OR ANY THIRD PARTY ON THE SITE, OR (V) ANY OTHER MATTER RELATING TO THE USE OF THE SITE.

YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND SERVICES AVAILABLE THROUGH THE SITE. IN NO EVENT SHALL MILLSTONE’S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS EXCEED THE LESSER AMOUNT OF ANY FEES PAID TO MILLSTONE, IF ANY, FOR THE USE OF THE SITE BY YOU OR $1.00.  BECAUSE SOME STATES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES LIABILITY IS LIMITED TO THE LEAST AMOUNT PERMITTED BY LAW. THE LIMITATIONS OF LIABILITY PROVIDED IN THIS AGREEMENT INURE TO THE BENEFIT OF MILLSTONE, OUR AFFILIATES, AND TO ALL OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS.


9.         Indemnification

            You agree to indemnify, defend and hold Millstone and its affiliates, officers, directors, employees and agents harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including reasonable attorney’s fees) resulting from (i) your use of the Site, (ii) your use of products, services, or information provided through the Site, or (iii) your breach of any provision of this Agreement.  Millstone reserves the right, at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Millstone in asserting any available defenses.

10.        Policy Regarding Copyright Infringement and Designation of a Copyright Agent

            Millstone’s policy regarding copyright infringement and Millstone’s designated agent for receipt of copyright infringement claims pursuant to the Digital Millennium Copyright Act (17 USC § 512) is incorporated herein and can be found at the Millstone Medical Outsourcing, Inc. Copyright Notice.   

11.        System Outages

            Millstone periodically schedules system downtime for maintenance and other purposes. Unplanned system outages also may occur. Millstone shall have no liability whatsoever for the resulting unavailability of the Site or for any loss of data or transactions caused by planned or unplanned system outages or the resultant delay, misdelivery or nondelivery of information caused by such system outages, or any third party acts or any other outages of web host providers or the Internet infrastructure and network external to the Site.

12.        User Feedback

            Should any User respond to Millstone or any of its employees, agents, or others through the Site, via e-mail or otherwise, with any information including, but not limited to, feedback, questions, requests, opinions, comments, suggestions, or the like, such information shall be deemed to be non-confidential and Millstone shall be free to reproduce, use, disclose and distribute the information to others without limitation and shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever to the extent not prohibited by law.

13.        Children

            This Site is not directed to children under the age of 13 and is not intended to be used by children under the age of 13.  If you are under the age of 13, you agree that you will not use this Site and you will not provide personal information about yourself to Millstone through the Site.

14.        Governing Law

            This Agreement and access to the Site shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts exclusive of its conflict of law rules and matters affecting copyrights, trademarks and patents under U.S. federal law.

15.        Choice of Forum

            You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and of the United States of America located in the Commonwealth of Massachusetts for any litigation or disputes arising out of or relating to use of the Site and not to commence any litigation relating thereto except in such courts. You hereby irrevocably and unconditionally waive any objection to the establishment of venue of any such litigation in the Courts and agree not to plead or claim in any Commonwealth of Massachusetts Court that such litigation brought therein has been brought in an inconvenient forum.

16.        International Users

            Millstone makes no claims that information on the Site is appropriate or may be downloaded outside of the United States.  Access to the Site may not be legal in certain countries or for certain persons.  If you access the Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction regarding online conduct and acceptable content, notwithstanding sections 14 and 15 above.  User personal information (“Information”) that is submitted to this Site will be collected, processed, stored, disclosed and disposed of in accordance with applicable U.S. law and our Privacy Policy.

            If you are a non-U.S. user, you acknowledge and agree that Millstone may collect and use your Information and disclose it to other entities outside your resident jurisdiction.  In addition, such Information may be stored on servers located outside your resident jurisdiction. U.S. law may not provide the degree of protection for Information that is available in other countries.  By providing us with your Information, you acknowledge that you consent to the transfer of such Information outside your resident jurisdiction as detailed in our Privacy Policy. If you do not consent to such transfer, you may not use this Site. If you have already provided us with Information, please contact us at  Legal@millstonemedical.com and let us know how you would like us to handle such Information.

18.        Severability; No Waiver; Assignment; Third Party Beneficiary Rights; Entire Agreement; Headings

In the event that one or more portions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other provision contained in this Agreement.  Any delay or failure by Millstone, at any time or times, to require performance of any provision hereof shall in no manner affect Millstone's right at a later time to enforce such provision.  No delay or failure by Millstone in exercising any right hereunder shall constitute a waiver of such right or any other rights hereunder. You may not assign your rights or delegate your responsibilities hereunder without the express written permission of Millstone.  Millstone may, at any time, assign its rights or delegate its obligations hereunder without notice to you.  No person who is not a party to this Agreement is intended to be a beneficiary of this Agreement, and no person who is not a party to this Agreement shall have any right to enforce any term of this Agreement.  This Agreement and any documents expressly incorporated by reference constitute the entire agreement between Millstone and you pertaining to the subject matter hereof and supersede all prior agreements, whether oral or written, and documents regarding your use of the Site.  The headings used throughout this Agreement are solely for the convenience of reference and are not to be used as an aid in the interpretation of this Agreement.

19.        Updates and Modifications

            In its sole discretion, Millstone may unilaterally amend or modify this Agreement or any other documents referenced herein at any time by posting the amended Agreement on the Site.  Any amended or modified terms will be effective upon posting.  Continued use of the Site constitutes acceptance of any modified terms and conditions. If you have any questions about this Agreement, contact us at Legal@millstonemedical.com.

 

20.        Termination

            Millstone may immediately issue a warning, suspend or terminate your access to the Site for breach of this Agreement (or any other agreement or policy incorporated by reference hereto), or for any other reason in our sole discretion.

 

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