Unicomp Corporation of America, its subsidiaries and affiliates (collectively, "UCoA," "We," or "Us") own and operate this web site ("UCoA Site"). The UCoA Site is made available to You solely under the following terms and conditions (the "Terms and Conditions"). If You do not agree with any of these terms, You should cease all use and/or access to the UCoA Site. Please read these Terms and Conditions carefully before using the UCoA Site.
By using the UCoA Site, You: (a) agree to these Terms and Conditions; and (b) represent that: (i) You are 18 years of age or older or if under the age of 18 and communicating with Your medical provider through any UCoA Site, You are using the UCoA Site under the direction of a medical professional or parent/guardian, and that (ii) if You are agreeing to these Terms and Conditions on behalf of another person or any legal entity, that You are duly authorized to do so. Your use of the UCoA Site after any change in these Terms and Conditions constitutes Your agreement to these Terms and Conditions as modified.
1. Your Right of Access. If You are under any separate direct agreement with Us (generally a "License Agreement"), Your use of this UCoA Site may be subject to the terms and conditions of such License Agreement. However, if the License Agreement is silent as to this matter or if You are not subject to a License Agreement with Us, We hereby grant You the nonexclusive, nontransferable, royalty-free right and license to access and use the UCoA Site in any manner permitted under these Terms and Conditions. To the extent there is a conflict between these Terms and Conditions and the terms and conditions of any License Agreement, the terms of the License Agreement shall prevail.
2. What the UCoA Site Does and Does Not Provide. We use the UCoA Site to provide information, products and services to meet the needs of a diverse group of people. Medical practices, clinics, hospitals, industry groups, and other institutions and businesses who are interested in UCoA and its products and services, including present and prospective customers, healthcare IT experts, investors and members of the general public (collectively, the "UCoA Community"). The needs of the UCoA Community evolve constantly in response to many factors, including medical science, healthcare information technology, public health and health care policy, and the regulatory environment. Accordingly, we may begin, alter, suspend, and terminate our offering of the content, features or functions on or through the UCoA Site in any manner consistent with our contractual obligations, at any time, with no notice to You.
We Do Not Provide Professional Advice. Nothing appearing on the UCoA Site is medical, legal, accounting, tax, compliance, or other professional advice. You should not use anything obtained on or through the UCoA Site as a substitute for advice provided by professionals You retain.
Your Contributions. You are solely responsible for Your contributions to any online forum We may offer through or as part of the UCoA Site ("Your UCoA Community Participation"), such as, without limitation, responses to blog postings, bulletin board postings, and other contributions to online discussions. By submitting Your UCoA Community Participation, You: (a) represent to Us, in each instance, that You either own or that You have the right to display or transmit each and every element of Your UCoA Community Participation, and that Your submission will not violate the legal rights or interests of any person or entity; and (b) grant to UCoA a revocable, license to use Your UCoA Community Participation, in each instance, as a whole or in any part, for any business purpose, including without limitation, promotional, marketing and training purposes. If You have any question as to whether You have the right to make a contribution to the UCoA Site or You do not wish to grant Us the rights of use in Your contribution specified above, You should not make that contribution.
3. Use of the UCoA Site. Your rights to access and use the UCoA Site granted above are contingent upon Your compliance with each of the following:
a. You agree to use the UCoA Site at all times solely as permitted under the then-current Terms and Conditions for the UCoA Site;
b. You agree to use the UCoA Site solely for Your internal business purposes. You agree not to access or use the UCoA Site for any other purpose or for any unlawful or illegal purpose. You agree not to use the Materials in any manner that could damage, disable, overburden, or impair any UCoA server, or the network connected to any UCoA server, or interfere with any other party's use or enjoyment of the Materials.
c. You agree not to defeat or evade any security or access control device or procedure used on or associated with the UCoA Site;
d. You agree not to sell, lease, traffic in, sublicense, or otherwise transfer to any person or entity, except as Your License Agreement expressly permits, either: (i) Your rights to access or use the UCoA Site granted hereunder; or (ii) any password, user name, or other information or device used to authorize Your access to and use of, the UCoA Site; or to disclose any of the foregoing to anyone other than Your employees and agents whose duties require their use;
e. You agree not to access or use the UCoA Site using any automated, recursive or robotic means; additionally, in UCoA' sole judgment, access or use in any other manner that interferes with the operation of the UCoA Site or burdens UCoA's ability to provide the UCoA Site to You or others is prohibited;
f. You may not frame the content of the UCoA Site, nor may you incorporate the UCoA Site within your site. You may not link to the UCoA Site or any of the individual web pages contained therein without prior written permission from Us. Requests to link to the UCoA Site should be sent to email@example.com.
g. You acknowledge and agree that: (a) the UCoA Site is or reflects intellectual property that, as between You and UCoA, is owned solely and exclusively by UCoA. You acknowledge and agree that You may not: (i) reverse engineer, disassemble, decompile, download, copy, reproduce, prepare derivative works of, distribute, publish, perform or display any: (a) functionality, code, content, or other resource (collectively "Information Resources") used by UCoA to provide You with the UCoA Site; or (b) any Information Resource made available to You on or through the UCoA Site, except as agreements executed by UCoA in current effect otherwise provide or as otherwise permitted under these Terms and Conditions;
h. UCoA hereby grants You a non-exclusive, non-transferable right and license to copy reasonably limited portions of text and to download, copy, and distribute articles, white papers, downloadable and other content displayed or otherwise made available in the public section of the UCoA Site, solely and exclusively for Your internal business purposes, provided that: (a) You are otherwise in compliance with these Terms and Conditions and any License Agreement You have entered into with Us; and (b) any such copy You make identifies Us as the author of that content and bears each and every legal notice that appears on the UCoA Site on or in association with that content, including without limitation, the copyright notice applicable to the specific content You copy. For the avoidance of doubt, this license does not pertain to any section of the UCoA Site which requires a login/password ("Private Site Content"). Private Site Content is governed by any one or more agreements You have entered into with Us. If you are not certain what rights you have to Private Site Content please contact Us (firstname.lastname@example.org) for clarification.
i. You acknowledge and agree that nothing in these Terms and Conditions: (i) provides You with any license or rights of use in or to any portion of the UCoA Site or any other intellectual property of UCoA other than those expressly stated herein; or (ii) transfers to You any rights, title or interests in or to any intellectual property of UCoA;
j. You agree not to: (i) allow any person or entity acting on Your behalf or using Your System to act in any manner prohibited above; or (ii) attempt to act in any manner prohibited above. As used in these Terms and Conditions, "System" means the information technology You use, including without limitation, Your hardware, software, network and Internet connectivity, and information, individually or in any combination; and
k. You understand and agree that any use or attempted use of the UCoA Site in violation of these Terms and Conditions may, without prejudice to any other claims, rights, or remedies UCoA may have, result in the termination of Your rights to use the UCoA Site.
4. Customers and Other Contract Partners. These Terms and Conditions do not modify any agreement between You and UCoA. If You have entered into one or more agreements with Us that are in effect when You use the UCoA Site, including without limitation, agreements that authorize You to use any UCoA product or service or our other products or services, You acknowledge and agree that: (a) Your use of the UCoA Site is governed by those agreements as well as by these Terms and Conditions. For example, and without limitation: (i) Your obligations to safeguard UCoA's confidential and proprietary information from unauthorized disclosure or use, as set forth in Your agreement(s) with Us, apply with respect to any and all use You may make of non-public sections of the UCoA Site; and (ii) Our use of the UCoA Site, if any, to deliver certain products, services or related Information Resources to You does not alter our agreement with You. The terms of Your agreement that define the scope of Your permitted use of these products, services or resources, apply fully to anything we deliver to You through this site. As such, You acknowledge and agree that certain uses You may make of the UCoA Site in violation of these Terms and Conditions may also constitute a material breach of one or more agreements You have entered into with UCoA. In the case of a conflict between any executed agreement between You and UCoA and these Terms or Conditions or any other document, the terms of the executed agreement between You and UCoA shall govern the right and obligations of the parties;
5. Disclaimers. EXCEPT AS AND TO THE EXTENT THAT ANY EXECUTED AGREEMENT(S) WITH YOU AND US, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, THE UCoA SITE IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE." EXCEPT AS AND TO THE EXTENT THAT OUR EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, COMPANY DOES NOT WARRANT THAT THE UCoA SITE WILL PERFORM AS YOU EXPECT OR WITHOUT INTERRUPTION, THAT IT WILL MEET YOUR NEEDS, BE SECURE, THAT THE CONTENT POSTED ON TO THE SITE WILL BE CURRENT, ACCURATE, OR FREE FROM ERRORS, VIRUSES, OTHER MALICIOUS OR HARMFUL CODE, OR OTHER DEFECTS, THAT YOUR USE OF THE UCoA SITE WILL NOT RESULT IN THE LOSS OF, OR DAMAGE TO, YOUR INFORMATION, THAT INFORMATION YOU POST TO THE UCoA SITE CAN OR WILL BE DISPLAYED ACCURATELY, COMPLETELY OR AT ALL, OR THAT THE UCoA SITE WILL NOT ALTER OR DAMAGE YOUR SYSTEM. EXCEPT AS AND TO THE EXTENT THAT COMPANY'S EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, COMPANY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO THE UCoA SITE, ANY FUNCTIONALITY, CONTENT OR OTHER INFORMATION MADE AVAILABLE TO YOU ON OR THROUGH THE UCoA SITE, AND INFORMATION THAT YOU CHOOSE TO POST TO THE UCoA SITE WEB SITE, OR ANY SYSTEM YOU MAY USE TO DO SO, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOUR DECISION TO USE THE UCoA SITE WITH RESPECT TO ANY INFORMATION IS YOUR SOLE RESPONSIBILITY AND THAT ANY AND ALL USES OF THE UCoA SITE YOU MAY MAKE ARE, AND SHALL BE, AT YOUR SOLE RISK.
6. Limitation of Liability. EXCEPT AS AND TO THE EXTENT THAT COMPANY'S EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, IN NO EVENT SHALL COMPANY OR ANY OF COMPANY'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS OR REPRESENTATIVES BE LIABLE TO YOU OR TO ANY OF YOUR AFFILIATED PRACTICES FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST DATA OR LOST OPPORTUNITIES, IN ANY WAY RELATING TO THESE TERMS AND CONDITIONS OR RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE UCoA SITE OR ANY BREACH OF SECURITY, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.
YOU ACKNOWLEDGE AND AGREE THAT EXCEPT AS AND TO THE EXTENT THAT COMPANY'S EXECUTED AGREEMENT(S) WITH YOU MAY OTHERWISE EXPRESSLY PROVIDE, YOUR SOLE REMEDY FOR ANY INJURY YOU ALLEGE TO HAVE SUFFERED ARISING FROM OR RELATED TO YOUR USE OF THE UCoA SITE IS TO STOP USING IT.
EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS AND CONDITIONS OF USE, INCLUDING THOSE SET FORTH IN SECTIONS 5 AND 6, DO NOT APPLY AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.
7. Indemnification. You agree to indemnify, defend and hold harmless, at Your sole expense, UCoA from and against any claim arising from or related to: (a) Your use of the UCoA Site; and (b) any breach of these Terms and Conditions by or attributable to You, including without limitation, a claim that Your UCoA Community Participation infringed intellectual property, privacy, or other legal rights or interests of any person or entity. You agree to pay any and all such claims, losses, deficiencies, damages, liabilities, costs and expenses, including without limitation, reasonable attorney's fees and all related costs and expenses as are incurred by or awarded against any one or more of the Indemnified Parties with respect to each such claim. UCoA will use reasonable efforts to provide You with prompt written notice of any such claim and of all related claims. You agree to conduct the defense and settlement of any related action or proceeding, subject to the Indemnified Parties' consent to any position or settlement, which shall not be unreasonably delayed or withheld.
8. General. UCoA may change this policy at any time without notice. We will make reasonable efforts to inform You of those changes by posting a notice on the UCoA Site or by sending You notice by email or regular mail. You are welcome to contact us (email@example.com) at any time with any questions You may have about this policy, including questions as to whether the posted policy has been changed. Unless a notification of the change in policy states otherwise, changes to this policy are effective as of the date and time posted. By using the UCoA Site You are agreeing to be bound by the then current version of these Terms and Conditions.
No modification, amendment, or waiver of any provision of these Terms and Conditions shall be effective unless adopted by UCoA in writing.
No failure or delay by UCoA in exercising any right, power, or remedy under these terms and conditions shall operate as a waiver of any such right, power, or remedy.
If any provision of these Terms and Conditions is ruled by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of these Terms and Conditions shall remain in full force and effect.
You acknowledge and agree that each entity which collectively makes up UCoA is a third party beneficiary of these Terms and Conditions, and that each entity may enforce any provision of the Terms that benefits it. There are no other third party beneficiaries of these Terms and Conditions.
These Terms and Conditions shall be interpreted, construed and governed by, and in accordance with, the laws of the State of Florida. Any cause of action arising out of or related to these Terms and Conditions may only be brought in the local court of applicable jurisdiction in the State of Florida, Broward County, and You hereby submit to the jurisdiction and venue of that court.
These Terms and Conditions are the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersede any prior or contemporaneous agreements or understandings, either written or oral.
Dated: May 18th, 2013