Injury+ Disclaimers, Legal Notice, and Privacy Policy (Herein, “Legal Notice”)

Version 2014-06-06-0001

Click Here for the Injury+ Legal Notice

This Legal Notice (“Agreement”) is located online on one or more related web sites including without limit
http://www.InjuryPLUS.org/legal-notice. This Agreement is also accessible through various menu options
available on the foregoing web sites. This Agreement contains the basic terms associated with Resources
of, and agreements with, Best Injury Practices, LLC (formerly DMX Providers, LLC) dba Injury+ (herein,
“Company”), as well as with Designated Resources of Ancillary Entities. You are responsible for reading these
terms carefully as a condition of using this web site, as well as of purchasing, using, and relying upon,
Company Resources. The Terms include without limit and as set forth in the below sections the Terms of Any
and all applicable Sponsorship Agreements, Affiliate Membership Agreements, Subscription Agreements,
Business Associate Agreement (to the extent required by HIPAA), Licensure of Multimedia Products,
Conference Participation, Web Site Use, and Privacy, as well as General Terms common to all such
Agreements. The Resources of Company and/or of other Ancillary Entities do not constitute legal or medical
advice, cannot be relied upon as legal or medical advice, and do not establish a client-attorney or healthcare
practitioner-patient relationship. Such Resources are provided for educational, awareness, and discussion
purposes only and as such, are provided strictly as information and/or illustrations. While Company and other
Ancillary Entities may be able to assist you in finding an attorney or health care practitioner, except where
otherwise expressly stated or indicated, Company and other Ancillary Entities are not law firms, treating or
diagnosing health care entities, or accident referral services and do not offer legal representation, medical
goods or services, or routine referrals to any third-party. If you have questions of a legal, medical, or referral
nature, you should contact an attorney at law or health care practitioner as applicable.

The Legal Notice (herein, “Agreement”) consists of several main sections as follows:

  • Definitions
  • Disclaimers, Limitation of Liability, and Indemnification
  • General Provisions
  • Sponsorship / Affiliate Membership Agreements
  • Subscription / End-User Membership Agreements
  • License Agreement Relating to Multi-Media Products
  • Conference Participation Agreement
  • Web Site Use Agreement
  • Multi-Party HIPAA Business Associate Agreement
  • Privacy Agreement

I. Definitions.
A. This section applies to and governs all other sections of this Agreement.
B. “You” shall mean you, to the extent you purchase, access, receive, use, or rely upon, Resources,
as well as the company, organization, or principal on whose behalf you purchase, access, receive,
use, or rely upon Resources.
C. “Company” shall mean Best Injury Practices, LLC (formerly DMX Providers, LLC) dba Injury+, a
Limited Liability Company formed in Minnesota, doing business as Injury+.
D. “Participating Practitioner” shall mean any health care provider, attorney, or other professional
practitioner who is a current subscriber of any marketing subscription service of the Company.
E. “Ancillary Entities” includes without limit, the following:
1. Verdan, P.A. doing business as Brooklyn Accident & Injury Center and Digital Motion X-ray
of Minnesota (Brooklyn Center, MN), DMX Works, Inc (Palm Harbor, FL), Tipology, LLC doing
business as InjuryHELP Coalition (Brooklyn Center, MN), and And One Studios, LLC
(Maplewood, MN)
2. Groups
3. Content Providers
4. Listed Entities
5. Conference organizers, sponsors, and promoters as listed on the main conference schedule
and/or on individual conference description pages posted on Company Web Site(s),
6. Sponsors, affiliates, promoters and moderators,
7. Authorized distributors, dealers, and re-sellers, and
8. Any other person or company linked to, mentioned, or listed on the web site(s) of Company.
F. “Group” shall mean any management consultant, state/local professional association, or other
group which (a) includes subscription to Company as one of the terms of the Group’s agreement
with prospective or actual clients, members, or subscribers, or (b) has an agreement with Company
for Company to provide various benefits or services to the Group’s clients, members, or
subscribers.
G. “Content Providers” shall mean those individuals or entities who have agreed with Company to
provide Resources by various means including by means of Company’s web site(s).
H. “Listed Entity” shall mean any person or company linked to, mentioned, or listed on any of the
Company’s Resources including without limit web sites.
I. “Resources” or “Proprietary Information” means without limit, products, applications, software,
services, information, ideas, recommendations, success stories, testimonials, documentation,
materials, forms, updates, protocols, work-flow, lists, techniques, research, data, database
structures, advisories, briefs, opinions, comments, testimonials, audio and video recordings,
productivity tools, passwords, obtained from, or through communication with, Company, directly or
indirectly, including those Resources which are referenced on, linked to, contained in, or accessed
through, Company’s web site(s), including without limit Ancillary Entities, or otherwise created,
managed, maintained, and/or updated by Company.
J. “Your Group Agreement” shall mean a contractual relationship, if any, written or verbal, between
You and a Group.
K. “Company Group Agreement” shall mean the contractual relationship, if any, written or verbal,
between Company and a Group.
L. “Company’s web site(s)” shall refer to all web site(s) of the Company including areas requiring user
login.
M. “Virus” shall refer to computer viruses, Trojan horses, worms, time bombs or other computer
programming routines that are intended to damage, interfere with, intercept or expropriate any
system, the Web Site(s) or Resources or that infringes the property rights of another.
N. “Third-Party Technology” shall refer to computer hardware and software products and services,
including without limit computer operating system, Internet connection, security system, and other
third-party products and services which may be required for registering, installing, tracking
installation and license compliance, controlling copies, unencrypting, playing, listening to, viewing,
or otherwise using, the Resources.
O. “Subscriber” means an entity which executes a Subscription Agreement as defined in this
Agreement with Company and / or one or more Ancillary Entities and thereby becomes eligible for
various subscription services.
P. “Duration of the Subscription Agreement” shall mean the duration of the applicable Subscription
Agreement with respect to a particular Subscriber, as defined in the Subscription Agreement.
Duration of the Subscription Agreement shall include the period of time wherein the service is being
continued on a month-to-month basis.
II. Disclaimers, Limitation of Liability, and Indemnification
A. This section applies to and governs all other sections of this Agreement.
B. The terms of this section apply to the full extent permitted by law.
C. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT
PURCHASE, RECEIPT, AND USE OF, AND RELIANCE UPON, ANY RESOURCE IS AT YOUR
SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE,
ACCURACY AND EFFORT IS ENTIRELY WITH YOU. RESOURCES ARE PROVIDED “AS IS”,
WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. COMPANY AND ANCILLARY
ENTITIES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO
RESOURCES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF
SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF TITLE, OF
ACCURACY, OF COMPLETENESS, OF LEGALITY, OF QUIET ENJOYMENT, AND
NON-INFRINGEMENT OF THIRD PARTY RIGHTS. COMPANY AND ANCILLARY ENTITIES
MAKE NO WARRANTIES REGARDING THE SECURITY OF RESOURCES, OR REGARDING
THE TIMELINESS AND PERFORMANCE OF COMPANY OR ANCILLARY ENTITIES. COMPANY
AND ANCILLARY ENTITIES DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR
ENJOYMENT OF RESOURCES, THAT THE FUNCTIONS CONTAINED IN RESOURCES WILL
MEET YOUR REQUIREMENTS, THAT THE OPERATION OF RESOURCES WILL BE
UNINTERRUPTED, UNSUSPENDED, NOT TERMINATED, OR ERROR-FREE OR VIRUS-FREE,
OR THAT DEFECTS IN THE RESOURCES WILL BE CORRECTED. COMPANY AND
ANCILLARY ENTITIES DISCLAIM ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO
STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY RESOURCE. NO ORAL OR
WRITTEN RESOURCE SUPPLIED BY COMPANY OR ANCILLARY ENTITY SHALL CREATE A
WARRANTY. SHOULD A RESOURCE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST
OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
D. YOU AGREE THAT THE FACT THAT A PARTICULAR ENTITY, INCLUDING WITHOUT LIMIT
PRACTITIONER, IS OR MAY NOT BE LISTED OR OTHERWISE BE ACCESSIBLE THROUGH
THE COMPANY’S RESOURCES INCLUDING WITHOUT LIMIT COMPANY WEB SITE(S), IN NO
RESPECT SHALL BE CONSTRUED BY YOU AS SUGGESTING OR INDICATING THAT SUCH
ENTITY DOES NOT OFFER QUALITY PRODUCTS AND SERVICES.
E. WITHOUT LIMITING THIS AGREEMENT IN ANY WAY, UNDER NO CIRCUMSTANCES SHALL
COMPANY OR ANCILLARY ENTITIES BE HELD LIABLE FOR ANY DELAY OR FAILURE IN
PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE,
FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT
LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT OR SOFTWARE FAILURES,
TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES,
ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS,
CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS,
EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC
OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS
OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING.
F. THE SITES OR WEB PAGES DISPLAYED AS SEARCH RESULTS, OR OTHERWISE LINKED
TO, MENTIONED, LISTED IN, OR UPLOADED TO, COMPANY WEB SITE(S) MAY BE OWNED
AND OPERATED BY INDIVIDUALS AND/OR COMPANIES OVER WHOM COMPANY
EXERCISES NO CONTROL. COMPANY AND ANCILLARY ENTITIES ASSUME NO
RESPONSIBILITY FOR THE CONTENT OF SUCH SITES OR WEB PAGES. YOU AGREE THAT
ANY SUCH SITES OR WEB PAGES TITLED OR OTHERWISE ATTRIBUTED TO ENTITIES OR
INDIVIDUALS OTHER THAN THE COMPANY OR EMPLOYEES OF THE COMPANY SHALL BE
THE EXCLUSIVE RESPONSIBILITY OF SUCH ENTITIES OR INDIVIDUALS. YOU AGREE THAT
RESPONSIBILITY FOR THE MAINTENANCE OF SUCH SITES OR WEB PAGES, INCLUDING
WITHOUT LIMIT THE RESPONSIBILITY FOR ENSURING COMPLIANCE OF SUCH SITES OR
WEB PAGES WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMIT ADVERTISING
LAWS, SHALL BE THE EXCLUSIVE RESPONSIBILITY OF SUCH ENTITIES OR INDIVIDUALS.
YOU AGREE THAT ANY USE OF THE MARKS OF THE COMPANY BY ANY ENTITY OR
INDIVIDUAL OTHER THAN THE COMPANY ON ANY SUCH SITES OR WEB PAGES, OR ANY
OTHER USE, IN NO RESPECT INDICATES ANY AGREEMENT BY THE COMPANY OR
ANCILLARY ENTITIES WITH SAID RESOURCES, OR RESPONSIBILITY FOR THE
MAINTENANCE OF SAID RESOURCES OR DUTY TO ENSURE COMPLIANCE WITH
APPLICABLE LAWS BY COMPANY OR ANCILLARY ENTITIES.
G. NO OTHER AGREEMENTS RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT
SHALL EXIST BETWEEN YOU AND COMPANY EXCEPT THOSE WHICH EXIST IN WRITING.
YOU AGREE THAT THERE ARE NO, AND SHALL BE NO, AGREEMENTS RELATED TO THE
SUBJECT MATTER OF THIS AGREEMENT BETWEEN YOU AND COMPANY, OR RELIANCE
BY YOU, BASED ON VERBAL DISCUSSIONS, COMMUNICATIONS, CONVERSATIONS AND
REPRESENTATIONS. TO THE EXTENT THAT ANY OTHER WRITTEN AGREEMENT RELATED
TO THE SUBJECT MATTER OF THIS AGREEMENT ARISES BETWEEN YOU AND COMPANY,
YOU AGREE THAT IT SHALL ARISE EXCLUSIVELY BY MEANS OF A WRITTEN OFFER BY
YOU TO COMPANY, THE FORM OF WHICH OFFER SHALL BE PROVIDED EXCLUSIVELY BY
COMPANY. YOU AGREE THAT COMPANY HAS THE RIGHT TO DETERMINE IN ITS SOLE
DISCRETION WHETHER TO ACCEPT, MODIFY, OR REJECT ANY OFFER BY YOU TO
COMPANY AND THAT YOU HAVE NOT RELIED IN ANY FASHION OR TO YOUR DETRIMENT,
AND WILL NOT RELY, ON ANY DISCUSSIONS WITH, REPRESENTATIONS BY, OR FORMS
OF OFFERS SUBMITTED TO YOU BY COMPANY. YOU AGREE THAT COMPANY MAY AT ANY
TIME AMEND, WITHDRAW, OR ADD TERMS OF OFFERS AT ANY TIME AS IT SEES FIT IN ITS
SOLE DISCRETION. NOTHING IN THIS AGREEMENT OR ANY OTHER WRITTEN
AGREEMENT WITH COMPANY SHALL BE CONSTRUED AS CREATING OR IMPLYING ANY
RIGHT OF YOU TO AN EXTENSION OR RENEWAL OF ANY AGREEMENT. NO AGREEMENT
BETWEEN YOU AND COMPANY INCLUDING THE EXTENSION OR RENEWAL OF AN
AGREEMENT SHALL ARISE OR BE INFERRED EXCEPT IN THE MANNER DESCRIBED
HEREIN. TO THE EXTENT THIS AGREEMENT IS MODIFIED, IT SHALL BE MODIFIED
EXCLUSIVELY BY COMPANY AND AS PROVIDED HEREIN. TO THE EXTENT THAT A TERM
OF A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND COMPANY ACTUALLY
CONFLICTS WITH ANY TERM OF THIS AGREEMENT, THE TERMS OF THIS AGREEMENT
SHALL SUPERCEDE AND CONTROL.
H. EXCEPT AS PROVIDED OTHERWISE TO THE CONTRARY IN THIS AGREEMENT, COMPANY
MAY MODIFY OR TERMINATE ANY OF ITS RESOURCES AT ANY TIME, FOR ANY REASON,
AT ITS SOLE DISCRETION, AND WITHOUT NOTICE, INCLUDING WITHOUT LIMIT
SUBSCRIPTIONS, PRICES, OR BENEFITS, OR ACCESS TO ANY ASPECT OF ITS WEB
SITE(S) EVEN IF ACCESS AND USE CONTINUES TO BE ALLOWED TO OTHERS.
I. COMPANY FURTHER RESERVES THE RIGHT AT ANY TIME, FOR ANY REASON, AT ITS
SOLE DISCRETION, AND WITHOUT NOTICE, TO MODIFY THE TERMS OF THIS
AGREEMENT. YOU AGREE TO REGULARLY REVIEW THE MOST CURRENT AGREEMENT
AS POSTED ON THE COMPANY WEB SITES. YOUR USAGE OF THE WEB SITE(S), OR
FAILURE TO CONTEST ANY CHANGE WITHIN THIRTY (30) DAYS OF SUCH CHANGE, AFTER
SUCH CHANGES HAVE BEEN POSTED ON THE WEB SITE(S), WILL MEAN THAT YOU
ACCEPT THOSE CHANGES.
J. UPON SUSPENSION OR TERMINATION OF ANY PORTION OF COMPANY WEB SITE(S), YOU
MUST IMMEDIATELY (A) DISCONTINUE USE OF THAT PORTION OF THE WEB SITE(S), AND
(B) DESTROY ANY COPIES YOU HAVE MADE OF ANY SUCH PORTION. ACCESSING THE
WEB SITE(S) OR WEB SITE RESOURCES AFTER SUCH TERMINATION, SUSPENSION OR
DISCONTINUATION SHALL CONSTITUTE AN ACT OF TRESPASS.
K. LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY OR ANCILLARY ENTITY BE
LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT,
CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR OTHERWISE
CULPABLE, HOWEVER SUCH DAMAGES MAY BE CAUSED, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE, LOSS OF DATA, COSTS OF
PROCUREMENT OF SUBSTITUTE GOOD OR SERVICES, BUSINESS INTERRUPTION OR ANY
OTHER DAMAGES OR LOSSES, WHICH ARISE ARISING OUT OF, OR ARE RELATED TO, (1)
YOUR PURCHASE, RECEIPT, OR USE OF, OR RELIANCE UPON, RESOURCES, (2) THE
EXERCISE BY COMPANY AND/OR ANY ANCILLARY ENTITY OF ANY OF THEIR RIGHTS
UNDER THIS AGREEMENT, AND (3) ANY ALLEGED OR ACTUAL BREACH OF ANY GROUP
OF ANY RELEVANT GROUP AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY
(CONTRACT, TORT OR OTHERWISE) AND EVEN IF COMPANY OR ANCILLARY ENTITY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
L. YOU FURTHER AGREE THAT YOU WILL NOT HOLD ANY LEGAL COUNSEL OR HEALTH
CARE PRACTITIONER CULPABLE IN ANY RESPECT, ETHICALLY OR OTHERWISE, BY
VIRTUE OF THE FACT THAT COUNSEL OR PRACTITIONER, FOLLOWING DISCUSSION OF
ONE OF YOUR MATTERS WITH COMPANY OR OTHER ANCILLARY ENTITY AS AUTHORIZED
HEREIN, CONTACTS YOU TO DISCUSS THE MATTER FURTHER WITH YOU.
M. YOU AGREE TO INDEMNIFY COMPANY, ANCILLARY ENTITIES, AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS AND SUPPLIERS, RELATING
TO ANY ACTIONS, DEMANDS, LIABILITIES, AND SETTLEMENTS ARISING OUT OF, OR
RELATED TO, ANY USE OF, OR RELIANCE UPON, RESOURCES IN A MANNER WHICH
BREACHES OR IS ALLEGED TO BREACH THIS AGREEMENT OR WHICH BREACHES THIS
AGREEMENT IN ANY OTHER MANNER.
N. NO RESOURCE IS INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES,
AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL
SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF
THE RESOURCE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR
ENVIRONMENTAL DAMAGE.
O. THE RESOURCES OF COMPANY AND/OR OF OTHER ANCILLARY ENTITIES DO NOT
CONSTITUTE LEGAL OR MEDICAL ADVICE, CANNOT BE RELIED UPON AS LEGAL OR
MEDICAL ADVICE, AND DO NOT ESTABLISH A CLIENT-ATTORNEY OR HEALTHCARE
PRACTITIONER-PATIENT RELATIONSHIP. SUCH RESOURCES ARE PROVIDED FOR
EDUCATIONAL, AWARENESS, AND DISCUSSION PURPOSES ONLY AND AS SUCH, ARE
PROVIDED STRICTLY AS INFORMATION AND/OR ILLUSTRATIONS. WHILE COMPANY AND
OTHER ANCILLARY ENTITIES MAY BE ABLE TO ASSIST YOU IN FINDING AN ATTORNEY OR
HEALTH CARE PRACTITIONER, EXCEPT WHERE OTHERWISE EXPRESSLY STATED OR
INDICATED, COMPANY AND OTHER ANCILLARY ENTITIES ARE NOT LAW FIRMS, TREATING
OR DIAGNOSING HEALTH CARE ENTITIES, OR ACCIDENT REFERRAL SERVICES AND DO
NOT OFFER LEGAL REPRESENTATION, MEDICAL GOODS OR SERVICES, OR ROUTINE
REFERRALS TO ANY THIRD-PARTY. IF YOU HAVE QUESTIONS OF A LEGAL, MEDICAL, OR
REFERRAL NATURE, YOU SHOULD CONTACT AN ATTORNEY AT LAW OR HEALTH CARE
PRACTITIONER AS APPLICABLE.
P. YOU UNDERSTAND AND AGREE THAT NUMEROUS FACTORS UNIQUE TO YOUR
SITUATION CAN AFFECT OUTCOMES RELATING TO THE DIAGNOSIS, TREATMENT, OR
LEGAL REPRESENTATION WHICH YOU MAY RECEIVE FROM ANY ATTORNEY OR HEALTH
CARE PRACTITIONER.
Q. NOTHING IN THIS AGREEMENT SHALL REQUIRE YOU IN ANY FASHION, DIRECTLY OR
INDIRECTLY, TO RECOMMEND INDIVIDUALS TO ANY PARTICULAR DIAGNOSTIC CENTER,
ATTORNEY, HEALTH CARE PRACTITIONER, OR ANY OTHER THIRD PERSON FOR
PROFESSIONAL GOODS AND SERVICES.
R. YOU AGREE THAT THE PURPOSE OF DIAGNOSTIC SERVICES, UTILIZATION OF
DIAGNOSTIC SERVICES, OR RELATED RESOURCES IS NOT TO INCREASE THE AMOUNT
OF SETTLEMENTS, JUDGMENTS, AWARDS, OR VERDICTS NECESSARILY, OR TO
NECESSARILY INCREASE THE LIKELIHOOD OF A POSITIVE FINDING OF INJURY,
CAUSATION, HARM, OR MEDICAL NECESSITY OF CARE. RATHER, THE PURPOSE OF
SUCH RESOURCES IS TO SIMPLY AID IN THE PRODUCTION OF MORE ACCURATE AND
OBJECTIVE FINDINGS, IRRESPECTIVE OF WHETHER SUCH FINDINGS ARE POSITIVE OR
NEGATIVE. YOU AGREE THAT YOU WILL NOT EMPLOY SUCH RESOURCES FOR
UNJUSTIFIED OR IMPERMISSIBLE PURPOSES.
S. YOU AGREE THAT SPECIFICALLY-LISTED FORMS OF DIAGNOSTIC TECHNOLOGY ARE NOT
THE SOLE MEANS FOR OBJECTIFYING INJURIES OR OTHER HEALTH CARE CONDITIONS.
T. THE SERVICES OF COMPANY DO NOT INCLUDE NEGOTIATING FEES WITH ANY
THIRD-PARTY ENTITY INCLUDING WITHOUT LIMIT INSURANCE PAYERS, MANAGED CARE
ENTITIES, DIAGNOSTIC CENTERS, ATTORNEYS, HEALTH CARE PRACTITIONERS, OR ANY
OTHER THIRD-PARTY. YOU AGREE THAT YOU WILL NOT DISCUSS THE TOPIC OF FEES
BY OR THROUGH ANY RESOURCE OF COMPANY IN ANY WAY THAT COULD BE
CONSTRUED AS PRICE FIXING.
U. ANY RESOURCE WHICH CITES TO, LINKS TO, OR REFERENCES ANY GOVERNMENTAL
ENTITY DOES NOT IMPLY IN ANY RESPECT THAT SUCH GOVERNMENTAL ENTITY AGREES
WITH, ENDORSES, OR SUPPORTS, THE RESOURCE.
V. TO THE EXTENT THAT YOU USE OR RELY ON ANY RESOURCES OF COMPANY AND/OR OF
OTHER ANCILLARY ENTITIES THAT CITES TO, LINKS TO, OR REFERENCES ANY LAW OR
GOVERNMENTAL ENTITY, YOU AGREE THAT YOU WILL INCLUDE WITHIN THAT
RESOURCE NOTICE TO THE EFFECT THAT (1) THE RESOURCE DOES NOT CONSTITUTE
LEGAL ADVICE, (2) DOES NOT ESTABLISH A CLIENT-ATTORNEY RELATIONSHIP, (3) ANY
QUESTIONS OF A LEGAL NATURE SHOULD BE DIRECTED TO AN ATTORNEY AT LAW, AND
(4) ANY REFERENCES TO ANY GOVERNMENTAL ENTITIES SHALL NOT BE CONSTRUED AS
AGREEMENT OR ENDORSEMENT BY THE GOVERNMENTAL ENTITY.
W. YOU AGREE AND ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY
AND WARRANTY PROVIDED IN THIS AGREEMENT ARE FAIR AND REASONABLE.
III. General Provisions
A. This section applies to and governs all other sections of this Agreement.
B. General Description of Company Products and Services. Company offers educational support and
promotional services and consulting to injury practitioners and diagnostic imaging centers
C. Except as provided in this Agreement, all payments to Company or by You for any Resource,
including without limit payments for subscriptions and Multi-Media Resources, shall be
non-refundable.
D. Discounts and Special Offers. At no point may You claim more than one discount or special offer
with respect to the purchase of a particular Resource. No discount and special offer can be used
or claimed in conjunction with any other discount or offer.
E. All purchase requests, applicable subscription applications, and other requests for obtaining
Resources, are subject to the approval of Company which Company may grant or deny for any
reason in its sole discretion.
F. Any waiver of any provision of this Agreement will be effective only if in writing and signed by
Company. Without limiting the foregoing in any way, no waiver of any term or condition of this
Agreement shall be deemed a further or continuing waiver of such term or condition, or any other
term or condition.
G. You may not assign any term of this Agreement, including without limit interests, rights or
obligations under this Agreement. The rights and duties created under this Agreement shall be
assignable exclusively by Company.
H. You may preserve this Agreement in written form by printing them for Your records, and You waive
any other requirement that this Agreement be evidenced by a written document.
I. Should any provision contained in this Agreement be found by a court of competent jurisdiction to
be invalid, illegal or unenforceable, or for any reason cease to be binding on any party hereto, the
remainder of this Agreement shall continue in full force and effect.
J. Company and Ancillary Entities are independent entities. Unless otherwise expressly stated in
writing, no entity referenced herein, including Company and any Ancillary Entity, is an agent of, or
authorized to represent or act on behalf of, any other entity. The opinions expressed by Company
or any Ancillary Entity do not necessarily reflect the opinions of any other entity. Without limiting this
Agreement in any way, the opinions expressed by the drafter of any advisory, brief, or other
Resource do not necessarily reflect the opinions of a Research Sponsor.
K. Except where otherwise expressly agreed, this Agreement is solely between Company and You.
No Ancillary Entity shall be construed to be parties to this Agreement. In the event that this
Agreement creates a right with respect to an Ancillary Entity, such entity shall be deemed to be an
intended beneficiary of this Agreement. Except where otherwise expressly agreed, You are not
authorized to act as an agent, or on behalf of, Company or of any Ancillary Entity, and shall at no
point represent yourself as an agent of Company or of any Ancillary Entity. At no point shall you
misrepresent to any third-party your contractual status with Company.
L. Except as provided in this Agreement to the contrary, You acknowledge and represent that with
respect to any Resources You submit to Company, directly or indirectly, through its web sites or
through other means, which are not owned by Company:
1. Such Resources will not be considered confidential or proprietary and Company and Ancillary
Entities are under no obligation to keep such Resources confidential;
2. Company will have a perpetual, unrestricted, irrevocable, world-wide, royalty-free right to use,
communicate, reproduce, publish, display, distribute, and utilize such Resources in any
manner or format it chooses. In so doing, Company shall be permitted, but not required, to
include an electronic copy of Your trademark or service mark as such mark may be published
on Your web site(s) at the time of Company’s reproduction.
3. Unless otherwise expressly and specifically agreed in writing, You hereby authorize Company
and Ancillary Entities as they see fit in their sole discretion to confer with each other, and with
legal counsel, agents, and subcontractors, of their choosing, regarding any such Resource.
You further authorize such entities to contact You regarding such Resource.
4. Company and Ancillary Entities shall have no duty to confer with other such entities and make
no warranties or representations that any Ancillary Entity can provide any services or
consulting to You.
5. Such Resources are true and accurate;
6. You have the authority, or have been properly authorized or licensed, to submit such
Resources to Company; and
7. You are not in violation of any state or federal laws in submitting such Resources to Company.
M. This Agreement shall be construed according to, and governed by, the substantive and procedural
laws of the State of Minnesota, excluding (i) Minnesota’s conflicts of laws principles; (ii) the United
Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on
the Limitation Period in the International Sale of Goods; and (iv) the Protocol amending the 1974
Convention, done at Vienna April 11, 1980. The controlling language for this Agreement shall be
English.
N. Notwithstanding the foregoing, You agree that any legal actions between You on the one hand, and
Company or any other Ancillary Entity on the other hand, relating to, or arising from, the purchase,
receipt, or use of, or reliance on, Resources must be filed within one (1) year after the claim or
cause of action arises. You hereby waive all statutes of limitations associated with such claims or
causes of action. Except as provided herein, you further agree that the sole venue for such actions
shall be Hennepin County, MN, or the county of Company’s current principal place of business,
unless Company is not, or does not become, a party to the action, in which case the sole venue
shall be the county or local jurisdiction of the Ancillary Entity’s current principle place of business.
You hereby waive all defenses relating to jurisdiction, venue, and forum non-conveniens.
Notwithstanding the foregoing, in any action where Company and an Ancillary Entity, located in a
country other than the United States, are parties, you hereby waive all provisions regarding joinder
of the parties and claims and agree to have the action severed. In such instances, (1) the sole
venue for causes of action by or against Company shall be Hennepin County, MN, or the county
of Company’s current principal place of business, and the sole venue for causes of action by or
against the Ancillary Entity shall be the county or local jurisdiction of the Ancillary Entity’s current
principle place of business, and (2) in each action, this Agreement shall be construed according to
the respective State laws, substantive and procedural, in which Company and Ancillary Entity is
located.
O. Collections Costs, Interest, Court Costs, and Attorneys’ Fees. In the event that Company must take
any action to collect the unpaid balance of any fees owed by You to Company, You shall become
immediately responsible for all Costs incurred by Company. Furthermore, in any legal action
(including without limit, civil, criminal or administrative proceeding) related to, or based upon, this
Agreement, including without limit its enforcement, or caused partially or wholly by Your breach of
Your duties hereunder, or related to the purchase, receipt, and/or use of, or reliance upon,
Resources, You shall become immediately responsible for all Costs incurred by Company and any
other Ancillary Entity as a result of such action. For the purposes of this paragraph, “Costs” shall
include without limit the costs of collection, interest, court costs and attorneys’ fees.
P. All Resources are the sole property of Company or Ancillary Entities. Unless otherwise implied or
indicated, Resources are subject to a copyright © 1985-2014 by Company and/or other Ancillary
Entities. No claim is made to original gov’t works. All other rights reserved.
Q. Except where otherwise expressly agreed, in the event that You purchase licensed access to
specific Resources, Company grants You a limited, non-transferable, non-sublicensable, revocable
license to use those specific Resources only at the physical site listed in Your Subscription
Application and only as expressly permitted by Company. You agree to keep such Resources,
including passwords, strictly confidential and under no condition at any time shall You loan, lease,
distribute, transfer, or disclose the Resources or copies thereof to other entities located at other
physical sites or to other third-parties, or otherwise decompile, reverse engineer, disassemble,
modify, reproduce, republish, resell, translate into any language or computer language, or create
derivative works of the Resources or any part thereof.
R. Except where otherwise expressly agreed, Resources are protected by trade dress, trade secret,
unfair competition, and other laws and may not be copied or imitated in whole or in part. All custom
graphics, icons, and other items that appear on, or in conjunction with, Resources are trademarks,
service marks or trade dress (“Marks”) of Company or of Ancillary Entities and may not be used by
You in any manner without the express written consent of Company or of Ancillary Entities. Except
as expressly provided herein, Company and Ancillary Entities do not grant to You any express or
implied rights to Company’s or to Ancillary Entity’s Marks. In the event that You are properly
authorized to use such Marks, under no condition shall You continue to use such Marks upon
termination of the applicable license agreement.
S. Resources may be sold or licensed in conjunction with Third-Party Technologies. An additional
license agreement between You and Third-Party Technology Companies may be required as a
result. As part of Your purchase, receipt, or use of, or reliance upon, any Resource, You agree that
Company shall have the right in its sole discretion, and without prior notice to You, to utilize and
require any such commercially-available Third-Party Technologies in conjunction with its
Resources.
T. You further agree that You will not audio or video tape or record any discussion or phone
conversation with Company, or permit such taping or recording.
U. Trademarks and Service Marks
1. General Rule. Any graphic image or text on the web site of Company which links to or
references a company other than Company may be a service mark or trademark of the
respective company. Unless otherwise indicated, other marks contained herein constitute
common law service marks of Company.
2. Windows® is a registered trademark of the Microsoft Corporation.
3. CPT® is a registered trademark of the American Medical Association. The acronym refers to
“Current Procedural Terminology.” The “CPT Assistant” is a publication of the AMA and
constitutes a compilation of coding guidelines and instructions.
4. GoToMeeting® is a registered trademark of the Citrix Systems, Inc.
5. Digital Motion X-ray® is a registered trademark of DMX Works, Inc.
6. Quad Video HALOTM is a trademark of Spine Pain Management, Inc.
7. Trademarks of the Company include without limit: “Best Injury Practices”, “Injury+” (stylized
logo), Plus symbol (stylized logo), “Injury+”, “InjuryPLUS”, “The Pain Relief Clinic”, “Health
Home Pledge”, “My Pledge to You: Best-Possible Injury Care”, “My Pledge to You: Best-
Possible Neck, Back, and Joint Pain Care” “My Pledge to You: Best-Possible Pain Relief”,
“Knowledgeable Attorneys”, “Knowledgeable Lawyers”, “Knowledgeable Practitioners”,
“Knowledgeable Professionals”, “Knowledgeable Injury Attorneys”, “Knowledgeable Injury
Lawyers”, “Knowledgeable Injury Practitioners”, “Knowledgeable Injury Providers”, and “Free
Forms Library”.
V. Export / Import Law Assurances. Company and its Web Site(s) are based in the United States. The
United States and certain other jurisdictions control the export of products and information. You
agree to comply with all such applicable restrictions and not to export or re-export the Resources
to countries or persons prohibited under the United States or other applicable export control laws
or regulations. If You access and download the Resources, You represent that You are not in a
country where such export is prohibited or are not a person or entity to which such export is
prohibited. You are solely responsible for compliance with the laws of Your local jurisdiction and any
other applicable laws regarding the import, export, or re-export of the Resources. In particular, but
without limitation, no Resource may not be exported or re-exported (a) into (or to a national or
resident of) any U.S. embargoed countries (including without limit Cuba, Iran, Iraq, Libya, North
Korea, Sudan and Syria), or (b) to anyone on the U.S. Treasury Department’s list of Specially
Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By
using Resources, You represent and warrant that You are not located in, under control of, or a
national or resident of any such country or on any such list.
W. Modification of Designated Business Associate Relationships Based on HIPAA. To the extent that
You form a business associate relationship with Company as such phrase is defined by the Health
Insurance Portability and Accountability Act (“HIPAA”), You agree to abide by the terms of the
Multi-Party HIPAA Business Associate Agreement set forth herein. Moreover, You agree that Your
signature on any subscription or purchase application or form, and date of signature, shall also
serve as Your execution and date of execution for the purposes of the Multi-Party HIPAA Business
Associate Agreement. Company agrees that its acceptance, and date of acceptance, of Your
application for subscription or purchase shall serve as its execution and date of execution of the
Multi-Party HIPAA Business Associate Agreement.
IV. Sponsorship / Affiliate Membership Agreements
A. “Sponsorship Agreements” or “Affiliate Membership Agreements” (herein, “Sponsorship
Agreements”) shall refer to the various types of sponsorship agreement set forth in this section.
B. General Rules
1. The Company or applicable Ancillary Entity with whom you enter a Sponsorship Agreement
reserves the right, in its sole discretion, reasonably or unreasonably, and without cause or
notice, to terminate the Sponsorship Agreement without notice.
2. Except as provided in this Agreement, all payments to Company or applicable Ancillary Entity
by You for any Resource shall be non-refundable.
3. Other than You, the Company or applicable Ancillary Entity as indicated herein shall be the
sole other party to the applicable Sponsorship Agreement.
C. Sponsorship Agreements, and terms associated therewith, include without limit:
1. [ Reserved for Future Use ]
V. Subscription / End-User Membership Agreements
A. “Subscription Agreements” shall refer to the various types of subscription agreement and end-user
membership agreements set forth in this section.
B. General Rules
1. The Company or applicable Ancillary Entity with whom you enter a Subscription Agreement
reserves the right, in its sole discretion, reasonably or unreasonably, and without cause or
notice, to terminate the Subscription Agreement without notice.
2. Except as provided in this Agreement, all payments to Company or applicable Ancillary Entity
by You for any Resource shall be non-refundable.
3. Other than You, the Company or applicable Ancillary Entity as indicated herein shall be the
sole other party to the applicable Subscription Agreement.
4. Automatic Renewal. Unless otherwise indicated in writing: (i) the term of all Subscriptions is
one (1) year, and (ii) upon termination of the subscription, your subscription shall automatically
renew on a month-to-month basis at the monthly fee indicated.
5. Frozen Rates. In the event a particular Subscription fee which you are paying or scheduled
to pay is expressly designated “Frozen” for a period of time, such rate shall not change during
said period of time of your Subscription.
C. Subscription Agreements, and terms associated therewith, include without limit
1. PI Collections Support
2. Outsourced PI Billing & Collections Service
3. Marketing Subscriptions
a. General Terms Associated With All Marketing Subscriptions
i Types of Marketing Subscriptions; Priority of Marketing Subscriptions. The
Company offers the following types of Marketing Subscriptions. For purposes of
this Agreement, a Marketing Subscription whose Category letter or designation is
subsequent to the letter or designation of the Category of another Marketing
Subscription shall be considered a “Lower-Level Marketing Subscription.”
(a) Public-Media Marketing Program for PI Practitioners (CATEGORY A)
(b) Personalized Injury Landing Pages for PI Practitioners (CATEGORY B)
ii Geographical Exclusivity in Terms of Driving Distance or Radial Distance at The
Company’s Election. During the course of your Subscription, you may be entitled
to geographical exclusivity relative to Your Site Address. What this means is that
Core Benefits under your Marketing Subscription will be available to you exclusively
with respect to other entities which (i) are located within a distance which is less
than the Applicable Distance (“Applicable Distance”) of the Site Address as set forth
in the General or other Part of your Marketing Subscription (“Your Area of
Geographical Exclusivity”), and (ii) employ or contract with individuals who are
licensed and trained to perform and who are also experienced in performing, the
same Scope of Services as you, and who also advertise that they perform the same
Scope of Services as you. Notwithstanding the foregoing, any practitioner who is
a health care practitioner and who practices at the Site Address, whether as an
employee or independent contractor, of a Diagnostic Center subscribing with the
Company as such, shall be exempted from the terms of this paragraph and your
right to Geographical Exclusivity shall not apply to such practitioner. For the
purposes of your Marketing Subscription and also for administrative simplicity,
“Applicable Distance” means either of the following as elected, determined, or
applied by The Company in its sole discretion on a case-by-case basis with respect
to any two relevant addresses during the term of the Marketing Subscription: (i)
Radial Distance, or (ii) Driving Distance. “Driving Distance” means the driving
distance as reported by any of the suggested routes of Google Maps with the two
options, “Avoid highways” and “Avoid tolls” both disabled. Once the Applicable
Distance between any two or more relevant addresses is established by The
Company in its sole discretion, the Applicable Distance shall not be reassessed or
changed for purposes of any Subscription Agreement which may be based on such
relevant addresses as long as such Subscription Agreements shall be in effect for
the stated terms.
iii Your Geographical Exclusivity is a Benefit to You Alone – If You Wish to Consent
to the Subscription of Another Entity Located Within Your Area of Geographical
Exclusivity, Nothing in your Marketing Subscription Prohibits You From Doing So.
Nothing in your Marketing Subscription Gives You Any Rights to Determine Who
May Subscribe With The Company, or How Many Practitioners or Entities May
Subscribe With The Company. The benefit of your Geographical Exclusivity is a
benefit to you and no other Subscriber. What this means is that if another entity
wishes to Subscribe – an entity which is otherwise barred from Subscription under
your Marketing Subscription by virtue of your Geographical Exclusivity – nothing in
your Marketing Subscription and no other Subscriber may prohibit you from
negotiating directly with the entity and granting consent for the entity to Subscribe
on terms that are acceptable to you. You agree that you are not entitled to prevent
another Subscriber from doing the same so long as the resulting Subscription does
not reduce your area of Geographical Exclusivity. The form of the consent or
waiver shall be in writing and shall require the prior approval of The Company,
which approval shall not be unreasonably withheld. With the exception of granting
written consent as described in this paragraph, you are not permitted to sublease
or sub-subscribe your interests under your Marketing Subscription. Nothing in your
Marketing Subscription affords you any rights to determine who may subscribe with
The Company, or how many practitioners or entities may subscribe with The
Company.
iv Scope of Geographical Exclusivity With Respect to Prior, Lower-Level Marketing
Subscribers; Prior Lower-Level Marketing Subscribers Grandfathered With Respect
to Particular Services for a Limited Period of Time. Notwithstanding any other
provision of your Marketing Subscription to the contrary, in the event that (i) an
entity is a Subscriber of a Lower-Level Marketing Subscription service of the
Company prior to the execution of your Marketing Subscription and (ii) the delivery
of services to said practitioner would otherwise be barred by virtue of your
Geographical Exclusivity, Your Geographical Exclusivity shall not apply to said entity
with respect to Grandfathered Services during the Grandfathered Period of Time
as defined below. All Subscribers of Lower-Level Marketing Subscriptions hereby
agree to these terms.
(a) “Grandfathered Services” include the following:
i) Maintenance of Personalized Landing Pages on the Company’s web
sites;
ii) Inclusion of terminology and verbiage on said Landing Pages which is
proprietary to the Company, including without limit the trademarks of the
Company, but not including at the Company’s election and sole
discretion the phrases, “Injury+” or “Best Injury Practices,” in visible
content, titles, rich snippet, and meta data (pathnames not included)
associated with the Landing Pages;
iii) No other services except those expressly listed under this section on
Grandfathered Services shall be considered Grandfathered Services,
including without limit a listing on the Company’s Injury Marketing Map.
Nothing prohibits the Company from immediately ceasing such services
with respect to you without notice, including without limit removing your
listing from the Company’s Injury Marketing Map.
(b) “Grandfathered Period of Time” means the Initial Term of the Marketing
Subscription in question, plus one (1) year beyond the Initial Term, but only as
long as the Marketing Subscription remains uninterrupted during such time
frame as determined by the Company in its sole discretion. In no event shall
Grandfathered Period of Time extend longer than two (2) years from the date
of the Subscriber’s first or Initial Subscription with the Company
v Changes to Geographical Exclusivity Based on the Written Consent of a Majority
of the Participating Practitioners Within the Same Category Affected by the Change.
Upon the written consent of a majority of the Participating Practitioners within the
same Category of Marketing Subscription who provide the same Scope of Services
as you and who are reasonably affected by the change, the Applicable Distance
associated with the Geographical Exclusivity of all such Participating Practitioners
may be reduced, increased, or otherwise changed by the Company. Within ten (10)
days of receiving written notice of the proposed change from the Company, you will
provide your written consent or opposition to such change on a form required by the
Company to the principle place of business of the Company by certified mail. In the
event your written consent or opposition includes any conditions associated with
such consent or opposition, such conditions shall have no force or effect. In the
event that you do not provide a written response with either consent or opposition
to the notice of the proposed change within ten (10) days as required herein, the
Company shall be entitled to assume that you have provided your written consent
to the proposed change. All written responses shall be irrevocable.
vi Scope of Services. Under your Marketing Subscription, Scope of Services includes
the procedure(s) indicated in the General Part of the Agreement. If “Other” is
selected, such services shall exclusively include the procedure(s) listed in the
corresponding field. No other services are included in the Scope of Services for
purposes of your Marketing Subscription.
vii Termination With Good Cause or Upon Expiration of Your Subscription Term
(a) Unless expressly provided in writing to the contrary, your Marketing
Subscription shall automatically terminate upon the expiration of your
Subscription Term. In such instance, the Company shall have the right in its
sole discretion, with or without cause, reasonably or unreasonably, to decide
whether or not to extend or renew your Subscription.
(b) Your Marketing Subscription may be terminated at any time by either you or
the Company, but only with good cause. Good cause shall include, without
limit, the following situations:
i) Your Primary Address changes and your new Primary Address results
in you practicing in an area that is subject to the Geographical Exclusivity
of another individual or entity who, under a Subscription Agreement with
the Company, is performing the same Scope of Services as you.
ii) Subsequent to the formation of your Marketing Subscription, it is
discovered that you, or another practitioner working at Your Primary
Address, perform the same Scope of Services as another Participating
Practitioner whose Subscription Agreement pre-dates your Subscription
Agreement, and Your Primary Address falls within a distance which is
less than the Applicable Distance associated with his or her Area of
Geographical Exclusivity. In the event your Marketing Subscription is or
must be terminated based on the terms of this paragraph, and you
prepaid your Subscription Fee, and the Company knew or should have
known of the conflict as of the date of your Marketing Subscription, a
prorated portion of your Subscription Fee shall be refunded to you by the
Company. In the event that the Company did not actually know of the
conflict as of the date of your Marketing Subscription but should have
known nonetheless, such refund shall be made in equal monthly
installments, due on the first (1st) business day of each month, over the
remainder of the term of your Marketing Subscription as if the
Subscription were still in effect.
iii) Except as may be stated herein to the contrary, a Practitioner who
performs the same Scope of Services as you elects to Participate in a
Higher-Level Marketing Subscription than you and the two Marketing
Subscriptions conflict.
iv) You breach any of the terms of Confidentiality, Non-Disclosure,
Non-Competition and Non-Solicitation as set forth in your Marketing
Subscription.
v) The Company receives one or more substantially-material complaints
regarding you, including verbal complaints. In the event that the
Company notifies you of the receipt of such complaints, you shall have
the obligation to cure any reported defect within thirty (30) days of such
notice.
vi) The results of any internal self-audits conducted by you pursuant to your
Compliance Plan support one or more material form of non-compliancy.
In the event that a material form of non-compliancy is supported, you
shall have the obligation to cure the reported defect within (30) days of
such notice.
(c) Except as provided herein to the contrary, in the event that your Marketing
Subscription is terminated by the Company with good cause, the entire
amount of any unpaid balance of your Subscription Fees shall become
immediately due and payable to the Company. Any remedies defined in your
Marketing Subscription shall not be exclusive of any other remedies available
at law.
(d) Removal of Proprietary Terminology, Trademarks, and Service Marks, From
Resources Upon Termination of Your Subscription; Return of Promotional
Materials of the Company. In the event your Marketing Subscription is
terminated, any license to use the proprietary terminology, trademarks, service
marks, and Resources of the Company will immediately expire. You agree to
remove such verbiage immediately from any Resources over which you may
be authorized to continue using, and to otherwise work with the Company to
have such verbiage removed. You will immediately return all Resources of the
Company and to no longer use such resources in the course of your practice.
b. Terms Associated With Personalized Injury Landing Pages for PI Practitioners
i Core Benefits Associated With This Marketing Subscription
(a) Conditional Listing of Your Biographical Data on the Company’s Online Injury
Marketing Map in Conjunction With One or More Distinctive Icons.
i) The Company will promptly display your core biographical data on its
online Injury Marketing Map in the form of a “pop-up” box and in
conjunction with graphic imagery intended to distinguish your practice
from surrounding practitioners. The listing is intended to help promote
you, exclusively as set forth in this Agreement, to potential
recommending practitioners, patients, and clients as applicable. Without
limiting this Agreement in any way, the Company reserves the right in its
sole discretion to adopt various classifications and other forms of
distinction in the way in which your data is linked and displayed in such
listings.
ii) “Pop-Up” Box on Injury Marketing Map Visibly Linked to Your
Personalized Injury Landing Pages. Within the Pop-Up Box referenced
herein, a visible link to your Personalized Injury Landing Pages will be
included.
iii) Notwithstanding the foregoing, (1) the Core Benefits set forth herein are
subject to withdrawal by the Company in the event that a Practitioner
elects to participate in a Higher-Level Marketing Subscription which
conflicts with the Core Benefits in your Marketing Subscription, and (2)
nothing prohibits the Company from creating and maintaining other
Marketing Maps for areas outside the injury context, including without
limit a Marketing Map for scoliosis, pain relief, and other conditions.
(b) Right-of-First-Refusal to Higher-Level Marketing Subscriptions
i) Limitation to the Announced Public-Media Marketing Program for PI
Practitioners Located in Minneapolis, MN. The Company has announced
its intent to host a Public Media Marketing Program for PI Practitioners
Located in a 60-Mile Radius of Zip Code 55402 in Minneapolis, MN. The
Right-of-First-Refusal applies exclusive to such Practitioners located in
such region (“Eligible Practitioners”).
ii) Upon subscribing to the Company’s Personalized Injury Landing Pages,
an Eligible Practitioner receives a Right-of-First-Refusal to Participate in
the Public Media Marketing Program as announced by the Company
based on terms which the Company shall establish in its sole discretion,
but only insofar as the Eligible Practitioner has rights with respect to
another Entity under the terms of Geographical Exclusivity set forth
herein. In the event that the Eligible Practitioner’s rights of Geographical
Exclusivity do not apply with respect to another Eligible Practitioner, the
Right-of-First-Refusal shall not apply.
iii) In no event shall any Right-of-First-Refusal extend beyond the date
indicated in the applicable Benefits Sheet or separately-signed
Agreement form made available to the Eligible Practitioner by the
Company.
iv) Exclusive Means of Exercising the Right-of-First-Refusal. In order to
exercise the Right-of-First-Refusal, the Eligible Practitioner shall be
responsible for first contacting the Company in writing to announce the
Practitioner’s interest in the Public Media Program and intent to
Participate. Upon receipt of such written communication, and
determination of specific terms, including price information, associated
with the Public Media Program, the Company shall communicate the
terms of the Public Media Program to the Eligible Practitioner and
provide at least twenty (20) calendar days for the Eligible Practitioner to
accept such terms and to provide payment to the Company in the
amount determined by the Company. In the event that the Company
does not receive both a completed application and payment for the
Public Media Program by the date and time outlined by the Company, the
Right-of-First-Refusal shall be null and void with respect to such Eligible
Practitioner.
c. Terms Associated With Public-Media Marketing Program for PI Practitioners
i Core Benefits Associated With This Marketing Subscription. To Be Drafted.
ii Subscription Fees Subject to Change Based on Amendments by the Company to
Its Promotions Budget. One of the primary purposes of the Subscription Fees
associated with your Marketing Subscription is to enable the Company to plan and
initiate various promotional activities for the benefit of Subscribers, patients, and
clients. The Company anticipates that over time, additional promotional
mechanisms may arise that could require an increase to its promotions budget, and
hence to the Subscription Fees being paid by Subscribers. The Company shall
have the right in its sole discretion to make adjustments to the promotions budget,
and to pass on any increases in costs to Subscribers, through the Subscription
Fees applicable under your Marketing Subscription. In the event that the Company
seeks to increase your Subscription Fees due under your Marketing Subscription,
you shall have a right to terminate the Subscription without any further financial
obligation, provided that you provide notice of such termination within sixty (60)
days of the receipt of notice of the increase. In the event you terminate your
Marketing Subscription based on the terms of this paragraph, and you prepaid your
Subscription Fee, a prorated portion of your Subscription Fee shall be refunded to
you by the Company in equal monthly installments, due on the first (1st) business
day of each month, over the remainder of the term of your Marketing Subscription
as if the Subscription were still in effect.
4. Basic Business Media Subscription with And One Studios, LLC (“Service Provider”)
a. “Business Media” means accounts established with Facebook, Google+, and/or Twitter
as elected by the Subscriber.
b. The Basic Business Media Subscription shall automatically terminate upon the sooner
of the following events: (i) Service Provider completes the basic implementation of the
business media pages as elected by the Subscriber, (ii) Service Provider completes
seven (7) hours of work on the basic business media implementation as elected by the
Subscriber, or (iii) three (3) months transpires from the effective date of the subscription.
In the event that additional work beyond the termination of the Subscription is requested
by the Subscriber, Subscriber shall be responsible for paying Service Provider an
additional fee as determined by the Service Provider in its sole discretion.
c. Subscriber agrees that in order for Service Provider to perform work under this section,
Subscriber will need to provide certain forms of text, graphic images and other files as
requested by Service Provider. Subscriber agrees to provide such content to Service
Provider promptly upon request.
d. In setting up a basic business media implementation, Service Provider shall include the
Subscriber as an administrator or manager of the account, as well as the Service
Provider.
e. Service Provider shall configure the business media pages to follow, like, and otherwise
link those media pages to the business media pages of the Company for the purposes
of facilitating sharing of selected Resources from the Company to the Subscriber.
f. Service Provider shall create an initial circle or list of other professionals with whom
Subscriber may wish to share Resources of the Company as authorized by the
Company.
VI. License Agreement Relating to Multi-Media Products (Including Without Limit Compact Discs, CDs,
Digital Video Discs, Digital Versatile Discs, DVDs, and Other Digital Files)
A. “License Agreement” shall refer to the terms of this section.
B. This section applies to and governs Your purchase, receipt, and use of, and reliance upon,
Mutli-Media Resources.
C. “Licensor” shall mean either Company or Ancillary Entity as applicable.
D. For the purposes of this License Agreement, “Multi-Media Resource” shall refer to any Resource
which is contained or stored on electronic media including without limit digital files, compact discs,
CDs, digital video discs, digital versatile discs, DVDs, and computer hard drives, and which is
capable of being downloaded to, or operated on, a computer.
E. Notwithstanding any other provision of this Agreement, Multi-Media Resources are licensed on a
non-exclusive basis by Licensor for use under the terms of this License Agreement, and Licensor
reserves all rights not expressly granted herein. Accordingly, Your purchase of the Multi-Media
Resource entitles You to a license interest only and not ownership of any aspect of the Resource.
F. Installation on One (1) Computer Workstation Permitted. Except as expressly provided otherwise
in writing, this License Agreement allows You to install the Resource on, or view the Resource
through, one (1) Computer Workstation. Once the Resource has been installed on, or viewed
through, one (1) unique Computer Workstation, You are not permitted to install the Resource on,
or view it through, any other computer. For the purposes of this paragraph, a “Computer
Workstation” means any computer which includes its own operating system, hard drive, and
monitor and is generally used as a workstation by a single user. Examples of Computer
Workstations include without limit desktop, laptop, and notebook computers. Accordingly, in
conjunction with the license of the Resource, you will be issued a single serial number and will be
required by virtue of the applicable Third-Party Technology to register the Resource and serial
number when installing it on, or viewing it through, a Computer Workstation. Notwithstanding the
foregoing, and in absence of a written agreement to the contrary, You are expressly not permitted
to view the Resource, or provide access to the Resource, by means web conferencing technology
such as GoToMeeting or other web conferencing technologies.
G. Transfer of License to Another Computer Workstation; Limitations. From the date of licensure, and
subject to Licensor’s approval which Licensor may withhold for any reason in its sole discretion, you
may be permitted to change the Third-Party Technology registration to a different Computer
Workstation used by an employee of your company. In no event shall Licensor grant approval in
the event that the Computer Workstation is located in a facility which has a different business
mailing address than You or which is used by an individual not employed by Your company. In the
event that a transfer of registration is permitted by Licensor, in no event shall the Resource be
simultaneously installed on, or registered in association with, more than one Computer Workstation.
H. Termination. This License Agreement is effective until terminated. Your rights under this License
Agreement will terminate automatically without notice from Licensor if You fail to comply with any
term(s) of this Agreement. Upon the termination of this License Agreement, You shall cease all use
of the Multi-Media Resource, uninstall all instances of the Resource on all computers, and destroy
all Resource discs.
I. Government End Users. Multi-Media Resources are “Commercial Items”, as that term is defined
at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “Commercial
Computer Software Documentation”, as such terms are used in 48 C.F.R. Section 12.212 or 48
C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R.
Sections 227.7202-1through 227.7202-4, as applicable, the Commercial Computer Software and
Commercial Computer Software Documentation are being licensed to U.S. Government end users
(a) only as Commercial Items and (b) with only those rights as are granted to all other end users
pursuant to the terms and conditions herein.
J. Liquidated Damages. You agree that due to the difficulty of precisely calculating damages to
Company in the event of a breach of this License Agreement, You shall pay liquidated damages
in the amount of three times (3x) the amount of the purchase price of the Multi-Media Resource for
each violation of this License Agreement. You agree that such a payment constitutes liquidated
damages and not a penalty. Any payment made by You to Company pursuant to this License
Agreement is not Company’s exclusive remedy for breach of the License Agreement and Company
shall be entitled to any and all other remedies available to it under applicable law.
VII. Conference Participation Agreement
A. “Conference Participation Agreement” shall refer to the terms of this section.
B. This section applies to and governs Your participation or attendance at any conference with
Company or Ancillary Entities whether such conference is held telephonically, through the Internet,
at a hotel, or otherwise, irrespective of whether the conference is provided on a one-on-one basis
or in a group setting, scheduled or otherwise.
C. “Primary Organizer” shall mean the entity identified as such on the Conference web pages located
on Company Web Site(s).
D. Only one (1) login and one (1) conference call per registration to a web conference is permitted.
E. Organizers reserve the right for any reason, in their sole discretion, and without notice, to add,
cancel, or reschedule conferences at any time according to registration / reservation demands, or
to cancel, terminate, or not approve a conference registration / reservation, or to close web
conferences to any further participation or attendance.
F. Unless otherwise stated to the contrary by Primary Organizer:
1. In the event You paid a conference fee and are unable, with cause, to attend 75% or more of
a scheduled event, You will receive a credit, prorated to the relative amount of time You were
able to attend, toward a future event of the Primary Organizer, provided that in cases where
the cause applies specifically and exclusively to You, and not to other registrants, participants,
or attendees, You provide the Primary Organizer with written notice of Your inability to attend,
and the cause for such inability, within three (3) business days of the event.
2. For the purposes of this section, “Cause” shall include instances where the conference must
be canceled or rescheduled, or a meeting room must be listed as “FULL,” by the Primary
Organizer. Cause shall also include acts of God or unforeseeable events, including, but not
limited to, severe weather conditions, medical conditions, serious illness, accidents, power
outages, technical failures, loss of telephone and/or Internet connection, unlicensed access,
and other events beyond the control of the Primary Organizer or presenter(s) which make the
performance of the event impracticable.
G. The recording of conferences by participants / attendees is strictly prohibited.
H. Organizers reserve the right to record the graphic, text, audio, and video components of any
conference and to re-broadcast or disseminate such recordings as they see fit in their sole
discretion. All participants / attendees, as a condition of their participation / attendance, hereby
consent to such recording.
I. Participants / attendees agree to abide by state and federal laws during said conferences, including
without limit privacy laws, laws regarding defamation, laws regarding collective bargaining, and
other state and federal laws.
VIII. Web Site Use Agreement
A. “Web Site Use Agreement” shall refer to the terms of this section.
B. For the purposes of this Web Site Use Agreement, “Web Site Resource” shall refer to any
Resource as generally defined which is referenced on, linked to, contained in, or accessed through,
Company’s web site(s).
C. This Web Site Use Agreement governs Your access to and use of Web Site Resources. The web
sites are generally available for Your use only on the condition that You agree to the terms of use
set forth in this Agreement. If You do not agree to all of the terms of use, do not access or use the
web site(s). By accessing or using the web site(s), You signify Your agreement to be bound by the
terms of use.
D. User Eligibility. Company Web Site(s) are available only to entities and persons over the age of
legal majority who can form legally binding agreement(s) under applicable law. If You do not qualify,
You are not permitted to use the Web Site(s).
E. Conflicts Between This Section and Any Other Section of This Agreement. To the extent that this
section conflicts with any other section of this Agreement, the other section shall control.
F. Restrictions on Use of the Web Site. In addition to other restrictions set forth in this Agreement, You
agree that:
1. You shall not disguise the origin of information transmitted through the Web Site(s).
2. You will not place false or misleading information on the Web Site(s).
3. You will not use or access any Web Site Resource in a manner not expressly permitted by
Company.
4. You will not input or upload to the Web Site(s) any information which contains any Virus.
5. Certain areas of the Web Site(s) are restricted to subscribers of Company.
6. You may not use or access the Web Site(s) in any way that, in Company’s judgment,
adversely affects the performance or function of the Web Site(s) or interferes with the ability
of authorized parties to access the Web Site(s).
7. You agree to use the Web Site in strict compliance with all applicable laws, rulings and
regulations and in a fashion that does not, in the sole judgment of Company, negatively reflect
on the goodwill or reputation of Company and shall take no actions which would cause
Company to be in violation of any laws, rulings or regulations applicable to Company.
8. Any use in connection with the Web Site(s) of automated inquiry devices, robots, or repetitive
data gathering and extraction tools, routines, scripts or other mechanisms with similar
functionality is expressly prohibited.
9. You may not frame or utilize framing techniques to enclose any portion or aspect of Web Site
Resources without the express written consent of Company.
G. Access to Software Applications through the Web Site. Your use and access of any Software
Applications through the Web Sit(s) are subject to the following terms:
1. The Software Applications may be used to provide tracking and other functions and
information related to collections on accounts. The Resources from such applications are to
be used by You solely in connection with collections activities by You or on Your behalf and
for no other purpose.
H. Links
1. Outbound Links. The Web Site may contain links to third-party Web Sites and resources
(collectively, “Linked Sites”). These Linked Sites are provided solely as a convenience to You
and not as an endorsement by Company of the content on such Linked Sites. In addition, Your
use of Linked Sites may be subject to any applicable policies and terms and conditions of use,
including but not limited to, the Linked Site’s privacy policy.
2. Inbound Links. Linking to any page of the Web Site(s) other than to home pages through a
plain text link is strictly prohibited in the absence of a separate linking agreement with
Company. Any web site or other device that links to home pages is prohibited from (a)
replicating Resources, (b) using a browser or border environment around the Resources, (c)
implying in any fashion that Company or Ancillary Entities are endorsing it or its products or
services, (d) misrepresenting any state of facts, including its relationship with Company or
Ancillary Entities, (e) presenting false information about Company Resources, and (f) using
any logo or mark of Company or Ancillary Entities without express written permission from
Company.
IX. Multi-Party HIPAA Business Associate Agreement
A. General Provisions
1. This Business Associate Agreement is made between You (herein, “Covered Entity”),
Company, and various Contracted Ancillary Entities of Company (herein, the latter two are
collectively referred to as “Business Associate”), but only to the extent that Covered Entity
actually forms a “business associate relationship” as defined herein with one of the Business
Associates. To the extent a business associate relationship is made, this Business Associate
Agreement modifies the terms of that relationship.
2. For the purposes of this Business Associate Agreement, “Contracted Ancillary Entity” shall
include any Ancillary Entity to the extent that it (a) actually forms and maintains a “business
associate relationship” with Company under HIPAA regulations, and (b) expressly agrees with
Company in writing to have its execution and the date of execution, associated with the
“business associate relationship,” serve as its execution and date of execution for the
purposes of this Business Associate Agreement.
B. Definitions
1. General. Terms used, but not otherwise defined, in this Business Associate Agreement shall
have the same meaning as those terms in the Privacy Rule.
2. “Business Associate Agreement” shall refer to the terms of this section.
3. “Business associate relationship” or “Applicable Services Agreement” shall mean a
contractual relationship between at least two parties where at least one of the parties by virtue
of the contract constitutes a “business associate” under federal HIPAA regulations.
4. “Individual” shall have the same meaning as the term “individual” in 45 CFR 164.501 and shall
include a person who qualifies as a personal representative in accordance with 45 CFR
164.502(g).
5. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health
Information at 45 CFR part 160 and part 164, subparts A and E.
6. “Protected Health Information” shall have the same meaning as the term “protected health
information” in 45 CFR 164.501, limited to the information created or received by Business
Associate from or on behalf of Covered Entity.
7. “Required By Law” shall have the same meaning as the term “required by law” in 45 CFR
164.501.
8. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his
designee.
C. Obligations and Activities of Business Associate
1. Business Associate agrees to not use or disclose Protected Health Information other than as
permitted or required by the Business Associate Agreement or as Required By Law.
2. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the
Protected Health Information.
3. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is
known to Business Associate of a use or disclosure of Protected Health Information by
Business Associate in violation of the requirements of this Business Associate Agreement.
4. Business Associate agrees to report to Covered Entity any use or disclosure of the Protected
Health Information not provided for by this Business Associate Agreement of which it becomes
aware.
5. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it
provides Protected Health Information received from, or created or received by Business
Associate on behalf of Covered Entity agrees to the same restrictions and conditions that
apply through this Business Associate Agreement to Business Associate with respect to such
information.
6. Business Associate agrees to provide access, at the request of Covered Entity to Protected
Health Information in a Designated Record Set, to Covered Entity or, as directed by Covered
Entity, to an Individual in order to meet the requirements under 45 CFR 164.524.
7. Business Associate agrees to make any amendment(s) to Protected Health Information in a
Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 CFR
164.526 at the request of Covered Entity.
8. Business Associate agrees to make internal practices, books, and records relating to the use
and disclosure of Protected Health Information received from, or created or received by
Business Associate on behalf of, Covered Entity available to the Covered Entity, or at the
request of the Covered Entity to the Secretary, in a time and manner designated by the
Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity’s
compliance with the Privacy Rule.
9. Business Associate agrees to document such disclosures of Protected Health Information and
information related to such disclosures as would be required for Covered Entity to respond to
a request by an Individual for an accounting of disclosures of Protected Health Information in
accordance with 45 CFR 164.528.
10. Business Associate agrees to provide to Covered Entity or an Individual information collected
in accordance with this Business Associate Agreement, to permit Covered Entity to respond
to a request by an Individual for an accounting of disclosures of Protected Health Information
in accordance with 45 CFR 164.528.
D. Permitted Uses and Disclosures by Business Associate
1. Except as otherwise limited in this Business Associate Agreement, Business Associate may
use or disclose Protected Health Information to perform functions, activities, or services for,
or on behalf of, Covered Entity as specified in the Applicable Services Agreement, provided
that such use or disclosure would not violate the Privacy Rule.
2. Except as otherwise limited in this Business Associate Agreement, Business Associate may
use Protected Health Information for the proper management and administration of the
Business Associate or to carry out the legal responsibilities of the Business Associate.
3. Except as otherwise limited in this Business Associate Agreement, Business Associate may
use Protected Health Information to provide Data Aggregation services to Covered Entity as
permitted by 42 CFR 164.504(e)(2)(i)(B).
E. Obligations of Covered Entity
1. Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy
practices of Covered Entity in accordance with 45 CFR 164.520, to the extent that such
limitation may affect Business Associate’s use or disclosure of Protected Health Information.
2. Covered Entity shall notify Business Associate of any changes in, or revocation of, permission
by Individual to use or disclose Protected Health Information, to the extent that such changes
may affect Business Associate’s use or disclosure of Protected Health Information.
3. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of
Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR
164.522, to the extent that such restriction may affect Business Associate’s use or disclosure
of Protected Health Information.
F. Permissible Requests by Covered Entity
1. Covered Entity shall not request Business Associate to use or disclose Protected Health
Information in any manner that would not be permissible under the Privacy Rule if done by
Covered Entity.
G. Term and Termination
1. Term. The Term of this Business Associate Agreement shall be effective on the date that the
business associate relationship commences, and shall terminate when all of the Protected
Health Information provided by Covered Entity to Business Associate, or created or received
by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity,
or, if it is infeasible to return or destroy Protected Health Information, protections are extended
to such information, in accordance with the termination provisions in this section.
2. Termination for Cause. Upon Covered Entity’s knowledge of a material breach by Business
Associate, Covered Entity shall provide an opportunity for Business Associate to cure the
breach or end the violation. If Business Associate does not cure the breach or end the
violation within the time specified by Covered Entity, then Covered Entity shall be authorized
to terminate this Business Associate Agreement and the Service Agreement.
3. Effect of Termination.
a. Except as provided in paragraph (2) of this subsection, upon termination of this Business
Associate Agreement, for any reason, Business Associate shall return or destroy all
Protected Health Information received from Covered Entity, or created or received by
Business Associate on behalf of Covered Entity. This provision shall apply to Protected
Health Information that is in the possession of subcontractors or agents of Business
Associate. Business Associate shall retain no copies of the Protected Health Information.
b. In the event that Business Associate determines that returning or destroying the
Protected Health Information is infeasible, Business Associate shall provide to Covered
Entity notification of the conditions that make return or destruction infeasible. Upon
mutual agreement of the Parties that return or destruction of Protected Health
Information is infeasible, Business Associate shall extend the protections of this
Business Associate Agreement to such Protected Health Information and limit further
uses and disclosures of such Protected Health Information to those purposes that make
the return or destruction infeasible, for so long as Business Associate maintains such
Protected Health Information.
4. Miscellaneous
a. Regulatory References. A reference in this Business Associate Agreement to a section
in the Privacy Rule means the section as in effect or as amended, and for which
compliance is required.
b. Amendment. The Parties agree to take such action as is necessary to amend this
Business Associate Agreement from time to time as is necessary for Covered Entity to
comply with the requirements of the Privacy Rule and the Health Insurance Portability
and Accountability Act, Public Law 104-191.
c. Survival. The respective rights and obligations of Business Associate as specified above
under “Effect of Termination” of this Business Associate Agreement shall survive the
termination of this Business Associate Agreement.
d. Interpretation. Any ambiguity in this Business Associate Agreement shall be resolved in
favor of a meaning that permits Covered Entity to comply with the Privacy Rule.
X. Privacy Agreement
A. “Privacy Agreement” shall refer to the terms of this section.
B. For the purposes of this section, “Personal Information” shall refer to information collected from,
or provided by, You at Company Web Site(s) relates to an identifiable person. Examples of
Personal Information include without limit names, addresses, e-mail addresses, credit card
numbers and telephone numbers.
C. The Privacy Agreement governs the collection of Personal Information. To the extent that the terms
of the Multi-Party HIPAA Business Associate Agreement and the terms of this Policy conflict, the
terms of the Multi-Party HIPAA Business Associate Agreement shall control.
D. With respect to any individual whose Personal Information is provided by You to Company, You
represent to Company that You have obtained all necessary consents for the processing of such
Personal Information contemplated by the Resources. You are using and by the Privacy
Agreement, including the transfer of such data to the United States or other countries whose laws
may not provide the same level of protection for the personal data as the laws of the country of
origin of such individual.
E. Protection of Your Information
1. We understand the importance of privacy to our customers and visitors to Company Web
Site(s). For many years, our policy has been to treat what we learn about our customers as
confidential. For example, we will not give or sell confidential or Personal Information (as
described below) about our customer to any third party not affiliated with their transaction,
except as required by law or as necessary to provide Company Resources to the customer.
2. We collect and store information about every transaction we process so that we can efficiently
provide the Resources demanded by our customers. We employ information about our
customers, and the use of our Resources, to provide or enhance the Resources which we
make available, communicate with our customers about additional Resources they may find
of value, satisfy our legitimate business interests (including performing trend analysis and
market studies), set prices, establish credit, fulfill accomplish the billing function, and comply
with government regulations.
3. As we collect and use information about our customers, we may contract with vendors to
assist us in processing that information for those purposes listed in the previous paragraph.
These vendors are required to maintain the confidentiality of the information and are restricted
from using the information for any other purpose. In addition, as Company continues to
develop its business, we may buy or sell subsidiaries or business units. As part of these
transactions, customer information of the subsidiaries or business units may be one of the
transferred assets.
4. Company does not sell information to third parties that could be used to specifically identify
an individual customer or group of customers. Anonymized data, with all names, addresses
and other Personal Information removed, is sometimes shared with third parties. Finally, we
may provide Personal Information to government agencies as required by law or regulation.
5. In addition to the uses of the information described in the paragraphs above, we collect
telephone numbers and e-mail addresses in the event that we have to contact You to resolve
a question or provide status information.
6. Security and Integrity of Information. We treat our data as assets that must be protected
against loss and unauthorized access. We employ information security techniques to
appropriately protect confidential information from unauthorized access by users inside and
outside the company. Access to customer information is limited to those officers and
employees who have a legitimate business need for that information.
7. Company Web Site(s), and their supporting systems, employ generally accepted information
security techniques such as firewalls, access control procedures and cryptography to
appropriately protect confidential information from unauthorized access.
8. We retain information, including Personal Information, about customers as necessary for
business purposes and as required by government regulation. We carefully dispose of records
and delete information when retention periods expire.
9. Some information about Company subscribers, purchasers, and customers is stored in
systems located on customer premises. Customers concerned about the security of their
information in these systems should secure it by activating passwords and using physical
access controls. When these systems (hardware or software) are provided by Company, we
provide tools to facilitate customer efforts to safeguard their information.
10. Company Web Sites
a. The following paragraphs describe our commitment to the protection of Personal
Information as it applies to the Company Web Site(s), which are web sites controlled or
operated by a Company entity (such as a Company business unit) or a Company affiliate,
unless the web site expressly publishes a different or modified privacy policy.
b. Users can visit many areas of the Company Web Site(s) without revealing who they are
or providing any information about themselves. However, some of our Resources require
that users identify themselves in order to enable the interactive function. We may ask
users to provide some Personal Information in these situations.
c. Links to Other Sites. Company is not responsible for the privacy practices or the content
of web sites other than its own.
d. Cookies.
i Cookies are small text files that a web site can send to a user’s browser for storage
on the hard drive. Cookies can make use of the web easier by saving and
administering status, application, preferences and other user information. Most
browsers are initially set to accept cookies but users can change the setting to
refuse cookies or to be alerted when cookies are being sent. For instructions on
how to change cookie settings, look in the Help menu on Your Internet browser.
Although refusal of cookies will not interfere with the ability to interact with the
Company Web Sites, users will need to accept cookies in order to use certain
functionality provided at the Company Web Sites.
ii We may use cookies (sometimes in conjunction with other technology) (i) to keep
track of and administer customer status, preferences, business information and
other information provided by a user, (ii) for security purposes, and (iii) to
understand visitor usage of the Company Web Site(s) on an anonymous basis.
iii Other than cookies used in connection with registered users of a Company Web
Site or used to transfer information from one Resource to another on one or more
of the Company Web Sites, information collected by cookies used in connection
with the Company Web Sites is not used by Company to identify an individual.
e. Web Surveys. From time to time, we include survey forms on the Company Web Sites
to better understand our customers’ needs and to create web sites that respond to their
interests. Customers may opt-out of participating in follow-up surveys. Company will not
disclose survey response information to companies or individuals outside Company with
two exceptions:
i Anonymized data, with all names, addresses and other personally identifiable
information removed.
ii To vendors who are required to maintain the confidentiality of the information and
are restricted from using the information for any purpose other than helping to
provide services to Company or Company customers.
f. Company Web Site Applications. Users of applications on the Company Web Sites that
enable the purchase of Resources who choose to use credit cards for payment are
required to provide information about themselves and their card. We use this information
to establish credit for billing.
g. IP Addresses. the Company Web Sites collect IP addresses for system administration,
security, and statistical analysis purposes. An IP address is a number that is
automatically assigned to a computer whenever it is connected to the Internet. We log
these addresses and analyze them to understand where requests originate so that we
can provide the most efficient service, enhance security, ensure appropriate usage and
produce traffic volume statistics.
h. Online Subscriber Account Information. In addition to the information provided above
under “Cookies,” those who subscribe to Company services may have the option of
requesting access to restricted online areas. As part of this process, users must
complete forms which request Personal Information. We use the information from the
registration form to enhance our services and better meet the needs and preferences of
our customers. While each subscriber has the option of filtering out certain kinds of
e-mail messages from Company, there are certain e-mails that Company may continue
to send to subscribers. For example, Company may continue to use e-mail to provide
details about customer account(s) and operational information regarding existing
Resources.
i. Online Electronic Newsletter Databases. the Company Web Site(s) allow users to sign
up for one or more electronic newsletters. Registered newsletter subscribers can modify
or delete the information previously provided at the registration site, and are further given
the option of filtering out e-mails by the nature of the Resources and by other factors.
Registered users should note that Company will use reasonable efforts to delete user
information when requested but that some residual information may remain because of
backup files and deletion logs.

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