Terms of Use

THESE TERMS OF USE DO NOT LIMIT, ALTER OR MODIFY ANY RIGHTS THAT YOU MAY HAVE TO USE ANY OPEN SOURCE OR COMMERCIAL VERSION OF THE MEDSPHERE SOFTWARE (THE "MEDSPHERE SOFTWARE") LICENSED BY MEDSPHERE SYSTEMS CORPORATION. ("MEDSPHERE").

THE TERMS AND CONDITIONS SET FORTH BELOW ("TERMS") GOVERN YOUR USE OF THIS SITE ON THE WORLD WIDE WEB ("SITE") AND THE SERVICES AVAILABLE ON THIS SITE ("SERVICES") AND ARE LEGALLY BINDING ON YOU. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE AND/OR THE SERVICES OR ANY INFORMATION CONTAINED ON THE SITE. YOUR USE OF THIS SITE AND/OR THE SERVICES ON THIS SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. YOU AGREE THAT MEDSPHERE MAY MAKE CHANGES TO THESE TERMS AT ANY TIME. IF WE MAKE CHANGES, WE WILL NOTIFY YOU OF SUCH REVISIONS BY POSTING A CHANGE NOTICE ON THE SITE WITH THE UPDATED VERSION OF THESE TERMS ON THE SITE AND WE MAY SEND REGISTERED USERS AN EMAIL NOTICE OF THE CHANGE. YOUR CONTINUED USE OF THE SITE AND/OR THE SERVICES AFTER SUCH CHANGE NOTICE SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES IN THE TERMS. IN ADDITION, MEDSPHERE MAY MAKE CHANGES TO THE SERVICES AT ANY TIME.

General Use Restrictions

All information, documents and Services provided on this Site, including graphics and images (collectively, the "Materials") are provided and licensed to you by Medsphere pursuant to the terms of the Creative Commons Attribution Share Alike 3.0 License available at: http://creativecommons.org/licenses/by-sa/3.0/us/.

Medsphere grants you a license to use and display the Materials pursuant to the terms of the Creative Commons Attribution Share Alike 3.0 License available at: http://creativecommons.org/licenses/by-sa/3.0/us/. The Materials do not include (a) the Medsphere Software or the software offered by developers on the Site, if any ("Third Party Software"), the download of which is governed by the license agreement associated with such Third Party Software as described below, or (b) the Third Party Content (defined below) which is provided by third parties as described below.

You are prohibited from taking any action to circumvent or attempt to circumvent the security and access control provisions of the Site and the Services. Such prohibited conduct includes, without limitation, any efforts to (a) log in to an account with a password not assigned to you, (b) access personally identifiable information not intended for you, (c) test the security measures on the Site and/or attempt to identify system vulnerabilities, (d) impersonate any other user of the Site and/or the Services or forge any of the header information in any posting or tamper with the TCP/IP packet header, (d) modify, reverse engineer, disassemble, decompile or otherwise attempt or allow others to attempt to discover the underlying computer code for the Site and/or the Services, or (f) overwhelm or disable the Site or the Services or interfere with the access and use of the Site and/or the Services by any other user. If Medsphere becomes aware of any of the foregoing activities, Medsphere may investigate and may respond, and when appropriate, Medsphere may work with law enforcement authorities in such investigations and for the purpose of prosecuting offenders. Your continued use of the Site and the Services is expressly conditioned on your compliance with the preceding prohibitions and with the obligations and restrictions. Without limiting the generality of foregoing, you acknowledge that Medsphere expressly prohibits and you agree not to:

  1. post any false, inaccurate or misleading Third Party Content (defined below);
  2. use the Services and/or the Site to violate any applicable law or regulation, including, without limitation, the infringement of any copyright, trademark, trade secret or other intellectual property right of others, or violate the privacy or publicity rights of any other person;
  3. post any Third Party Content that is abusive, defamatory, discriminatory, hateful, obscene, vulgar, sexually-orientated, threatening, or otherwise objectionable;
  4. harass, stalk, or otherwise subject any other user of the Site and/or Services to unwanted and/or inappropriate contact;
  5. send unsolicited mail or e-mail, make unsolicited phone calls or send unsolicited faxes and/or advertise any products or services either by directly posting on the Site or within the Services or by making unsolicited contact with any user via email, telephone, postal mail, or any other method of communication;
  6. make any changes, additions and/or deletions to any of the Third Party Content posted by any user without the express written authorization of such other user;
  7. take any action that imposes an unreasonable or disproportionately large burden on the Site's infrastructure;
  8. include any misleading, irrelevant and/or hidden keywords in any Third Party Content posted by you;
  9. frame the Site unless Medsphere expressly consents to such framing;
  10. intentionally expose the Site and/or Service to any computer virus or any other program or code intended to disrupt or disable to operations of the Site and/or Service;
  11. use any robot, spider or other program or device to scrape and copy any portion of the Site; or
  12. harvest or otherwise collect information about other users for any purpose other than use of the Site and/or Services as expressly permitted herein.

In addition to the foregoing, if you are a developer that makes Third Party Software available to users via the Site, you acknowledge that Medsphere expressly prohibits and you agree not to:

  1. post Third Party Software or Third Party Content in inappropriate categories or areas on the Site;
  2. post or otherwise make available to users via the Site any: Third Party Software or Third Party Content that does not materially benefit users of Medsphere products or services;
  3. use the Site if you are not able to form legally-binding contracts, are under the age of 18, or are temporarily or permanently suspended from use of the Medsphere Site;
  4. fail to deliver Third Party Software or Third Party Content purchased or otherwise acquired from you, unless the acquirer fails to meet the posted terms;
  5. circumvent or manipulate the billing process established by Medsphere to facilitate processing of orders on your behalf;
  6. transfer or otherwise allow others to use your developer account and user ID without Medsphere's prior written consent; or
  7. license your Third Party Software under a license other than the Affero General Public License, the General Public License V. 3.0, Apache 2.0, the MIT License or the new BSD license.

The foregoing list of prohibitions is illustrative and is not intended to be complete or exclusive. Medsphere reserves the right to terminate our relationship with you under these terms and prohibit your access to the Site and/or Services, to remove any Third Party Software or remove, edit or close any Third Party Content or thread on any message board or chat room for any reason, including, without limitation, any action that Medsphere, in its sole judgment, determines to be inappropriate or disruptive to the Site, Services or to any user.

The foregoing prohibitions do not impose on Medsphere, and Medsphere does not assume, any obligation to monitor or remove any Third Party Content or other communication posted by you or any other user. You hereby acknowledge and agree that you may be exposed to Third Party Content that may be offensive or objectionable to you. YOU HEREBY ACKNOWLEDGE AND AGREE THAT ALL THIRD PARTY CONTENT SUBMITTED BY YOU OR ANY OTHER USER EXPRESS THE VIEWS OF THE AUTHOR, AND MESPHERE WILL NOT BE HELD RESPONSIBLE FOR OR LIABLE FOR THE CONTENT IN SUCH THIRD PARTY CONTENT. Your access to the Site and Services is undertaken at your own risk and Medsphere is not responsible for any offensive or otherwise objectionable materials that may be posted by any third party.

Account Registration and Password Protection

Prior to gaining access to certain Services on the Site, Medsphere may require you to set up a user name and password ("Password(s)") as set forth in the account registration procedures posted on the Site. You agree to comply with the procedures specified by Medsphere from time to time regarding obtaining and updating Passwords for the Site and Services. You agree to assume sole responsibility for the security of Passwords issued to you. Passwords are subject to cancellation or suspension by Medsphere at any time, including upon the misuse of the account or breach of these Terms. You agree to ensure that you will use your best efforts to prevent any third party from obtaining your Password, and you shall inform Medsphere immediately in writing of any actual or potential unauthorized access to a Password or to the Site and/or Services.

Transactions with Developers

Medsphere operates on-line marketplaces on certain of its Sites that allow developers to make Third Party Software and Third Party Content available to users via the Site. The Third Party Software and Third Party Content available on these Sites is, in each case, the copyrighted work of the respective developer. The Third Party Software and Third Party Content may be subject to license agreements, terms of use and/or privacy policies of such developer. In addition to the foregoing, you acknowledge and agree that Medsphere is not a party to, nor is Medsphere otherwise involved in, the actual transaction between the developer and users in the acquisition of Third Party Software and Third Party Content provided by such developer. Medsphere does not control the transaction and does not guarantee the quality, accuracy, legality or safety of Third Party Software or Third Party Content, nor does Medsphere guarantee the ability of developers to provide Third Party Software or Third Party Content or the ability of acquirers to pay for them. All transactions shall be governed by terms of sale executed by and between the developer and the acquirer. MEDSPHERE DISCLAIMS ALL WARRANTIES WITH REGARD TO THIRD PARTY SOFTWARE AND THIRD PARTY CONTENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Third Party Content and Postings

"Third Party Content" means, collectively: (i) content and information licensed by Medsphere from third parties for display on the Medsphere Sites, and (ii) content, information and material posted to the Site by third party users of the Site. Third Party Content available on these Sites is, in each case, the copyrighted work of the respective third party or third party user of the Site. You acknowledge that you are responsible for the Third Party Content you post to the Site and that you, and not Medsphere, will have full responsibility for the Third Party Content you post, including its legality, reliability, appropriateness, originality and copyright. By posting any Third Party Content to the Site that contains images, photographs, pictures or that are otherwise graphical in whole or in part ("Images"), you warrant and represent that (a) you are the copyright owner of such Images, or that the copyright owner of such Images has granted you permission to use such Images or any content and/or images contained in such Images consistent with the manner and purpose of your use and as otherwise permitted by these Terms, (b) you have the rights necessary to grant the licenses and sublicenses described in these Terms, and (c) that each person depicted in such Images, if any, has provided consent to the use of the Images as set forth in these Terms, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Images. No compensation will be paid with respect to the use of your Images.

Unless otherwise explicitly stated herein or in the Privacy Policy, you agree that any Third Party Content provided by you in connection with this Site is provided on a non-proprietary and non-confidential basis. If you post such Third Party Content to the Site, you grant Medsphere and the users of the Site a license to use the Third Party Content pursuant to the terms of the Creative Commons Attribution Share Alike 3.0 License available at: http://creativecommons.org/licenses/by-sa/3.0/us/. No Third Party Content you submit shall be deemed confidential. However, Medsphere agrees to use your Third Party Content in accordance with Medsphere's Privacy Policy applicable to personally identifiable information. Notwithstanding anything herein to the contrary, you hereby assign to Medsphere all right, title and interest worldwide in all intellectual property rights in and to any new feature that you may suggest or submit to Medsphere relating to the Medsphere Software and you acknowledge and agree that Medsphere may use such suggestion or submission in any manner, including, without limitation, to develop features for the Site. MEDSPHERE DISCLAIMS ALL WARRANTIES WITH REGARD TO THIRD PARTY CONTENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Links To Third Party Sites

This Site may provide links to other Web sites or resources over which Medsphere does not have control ("External Web Sites"). Such links do not constitute an endorsement by Medsphere of those External Web Sites. You acknowledge that Medsphere is providing these links to you only as a convenience, and further agree that Medsphere is not responsible for the content of such External Web Sites. Your use of External Web Sites is subject to the terms of use and privacy policies located on such External Web Sites.

Privacy Policy

Your use of the Site is governed by the Medsphere Privacy Policy that is available at http://medsphere.org/privacy (the "Privacy Policy").

Trademarks and Copyrights

The trademarks, service marks, brands, names, logos and designs ("Trademarks") of Medsphere or others used on this Site and in the Services are the property of Medsphere or their respective owners. You may not remove or alter any Trademark. You may not use any trademark displayed on the Site or in the Services without the express prior written permission of Medsphere or the respective owner, and nothing contained on this Site grants by implication, waiver, estoppel or otherwise, any right to use such trademarks. All of the Materials appearing on this Site and in the Services, including but not limited to, text elements, site design, images and icons, as well as the selection, assembly and arrangement thereof, are the sole property of Medsphere Systems Corporation Copyright 2002-2008, unless otherwise specified. All rights not expressly granted herein are reserved. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.

Indemnification

You agree to defend, indemnify and hold harmless Medsphere and its affiliates, representatives, partners, agents and employees from and against any and all liabilities, claims, costs and expenses, including attorneys' fees, that arise out of or in connection with your use of the Site and/or the Services, any transaction between you and a developer with respect to Third Party Software or Third Party Content, or a breach of these Terms.

Disclaimer of Warranty

MEDSPHERE, FOR ITSELF AND EACH OF ITS LICENSORS, MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE AND/OR THE SERVICES. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND/OR THE SERVICES CONTAINED ON THE SITE IS PROVIDED TO YOU ON AN "AS IS" AND "WHERE-IS" BASIS, AND IS FOR PERSONAL USE OR INTERNAL BUSINESS USE ONLY. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED. MEDSPHERE PROVIDES THE SERVICES "AS-IS" WITHOUT ANY WARRANTY OF ANY KIND.

Limitation of Liability

NEITHER MEDSPHERE NOR ANY OF ITS AGENTS, OR AFFILIATES SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FORM OF DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR RELATED TO THE USE OR ATTEMPTED USE OF THE SITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE RESULTS OF YOUR USE OF THE SITE AND/OR THE SERVICES, ANY TRANSACTIONS RELATED TO THE ACQUISITION OF THIRD PARTY SOFTWARE OR THIRD PARTY CONTENT, OR ANY EXTERNAL WEB SITES LINKED TO THIS SITE, HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF MEDSPHERE WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

Release

IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS OR DEVELOPERS, YOU HEREBY RELEASE MEDSPHERE (AND ITS OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM CLAIMS, DEMANDS, LIABILITIES, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE 1542, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Copyright Agents

Medsphere respects the intellectual property of others, and we ask that you do the same. If you believe that your work has been copied on this Site in a way that constitutes copyright infringement and appears on this Site, please provide OUR copyright agent with the following information:

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  2. a description of the copyrighted work that you claim has been infringed;
  3. a description of where the material that you claim is infringing is located on the Site;
  4. your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our Copyright Agent for notice of claims of copyright infringement on this Site can be reached as follows:

By mail:
Medsphere Systems Corporation
Attention: Copyright Administrator
1917 Palomar Oaks Way, Suite 200
Carlsbad, CA 92008
USA

By phone:
760-962-3700

By e-mail:
copyright@medsphere.com

General

Medsphere controls and operates this Site from its headquarters in the United States and makes no representation that the Services are appropriate or will be available for use in locations other than the United States. If you use this Site or the Services from outside the United States, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries. You may not assign, voluntarily, by operation of law, or otherwise, any rights or delegate any duties under these Terms without Medsphere's prior written consent, and any attempt to do so without that consent will be void. These Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns. These Terms will be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from application to these Terms. You shall bring all disputes, actions, claims, or causes of action related to these Terms or in connection with this Site only in the federal and state courts located in Santa Clara county, California. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. The failure of Medsphere to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Medsphere in writing. No joint venture, partnership, employment or agency relationship exists between you and Medsphere. These Terms comprise the entire agreement between you and Medsphere and supersede all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties regarding the subject matter contained herein. Except for Medsphere's rights to modify these Terms as described above, these Terms may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties.