USE OF THE MEDIPROCITY PORTAL (
“PORTAL”), WHICH WILL PERMIT YOU TO RECEIVE AND VIEW DOCUMENTS, FORMS AND RECORDS (
“DOCUMENTS”), IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS LICENSE AGREEMENT (
“LICENSE AGREEMENT”). THIS LICENSE AGREEMENT CONSTITUTES A BINDING LEGAL AGREEMENT BETWEEN MEDIPROCITY (
“MEDIPROCITY”) AND THE INDIVIDUAL OR ENTITY DOWNLOADING, INSTALLING, COPYING, OR USING THE PORTAL (
“YOU” AND “YOUR”). PRIOR TO USING THE PORTAL, YOU SHOULD READ ALL OF THE TERMS OF THIS LICENSE AGREEMENT CAREFULLY. BY EXECUTING THIS LICENSE AGREEMENT, IF YOU ARE EMPLOYED WITH AN ENTITY AND ARE EXECUTING THIS LICENSE AGREEMENT ON BEHALF OF THAT ENTITY, YOU REPRESENT AND WARRANT TO MEDIPROCITY THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY AND THE TERM “YOU” SHALL REFER TO THE ENTITY.
1. License
1.1 Subject to the terms set forth in this License Agreement, MEDIPROCITY grants to You a non-exclusive, non-transferable, non-assignable, non-sublicenseable, license ("License") to access and use the Portal solely to access and use any Documents that You receive from a MEDIPROCITY customer through the Portal (“sending party”) for Your own internal use only. As between You and MEDIPROCITY, MEDIPROCITY retains all ownership rights (including copyrights and other intellectual property rights) in and to the Portal, and a sending party retains all ownership rights (including copyrights and other intellectual property rights), in and to the Documents that are being sent to You through the Portal, and You obtain only such rights as are explicitly granted in this License Agreement.
1.2 You agree not to try to install or use the Portal on a computer file server or distribute your link to the Portal or otherwise use the Portal on an ASP basis, a timeshared basis or a service bureau or outsourcing basis.
1.3 You agree not to modify, adapt, translate or create derivative works based upon the Portal. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Portal.
1.4 You also agree that You will not remove or alter any proprietary notices, labels or marks from the Portal.
1.5 You expressly agree not to use the Portal in a manner that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation.
2. Personal Health Information and Other Information.
Please review the “Privacy Policy” located at
Privacy policy, and the Notice of Privacy Practices located at
Notice of privacy practices. The terms of the Privacy Policy and the Notice of Privacy Practices govern the type of information that MEDIPROCITY collects, handles and secures, and how MEDIPROCITY collects, handles and secures such information.
3. Warranty disclaimer for the portal
3.1 The portal is provided on an "as is," "as available" basis. Other than as explicitly stated in this license agreement, mediprocity disclaims all warranties, express or implied, including any warranties of accuracy, completeness, currentness, merchantability or fitness for a particular purpose and non-infringement. Mediprocity does not warrant that the portal will be uninterrupted or error-free and disclaims any warranty or representation regarding performance. Mediprocity will not be liable for any loss or injury arising out of, in whole or in part, mediprocity's provision of the portal to you.
4. Copyrights and Other Proprietary Rights
4.1 You acknowledges that the Portal is a proprietary work of MEDIPROCITY and/or its licensors and MEDIPROCITY and/or its licensors believe that it comprises: (i) a work of original authorship; (ii) trade secret and other confidential information, including information that derives value or potential value from not being readily known or available; and (iii) information that has been created, developed and maintained by MEDIPROCITY or its licensors at great expense, such that misappropriation or unauthorized use by others for commercial gain would unfairly and/or irreparably harm MEDIPROCITY or its licensors or reduce the incentive of MEDIPROCITY or its licensors to create, develop and maintain the same. In this respect, You agree that You will not disclose the Portal to a third-party or commit or permit any act or omission that would contest or impair the proprietary and intellectual property rights in the Portal of MEDIPROCITY or its licensors, or that would cause the Portal to infringe the proprietary or intellectual property rights of a third party.
4.2 You will not use any trademark, service mark or trade name of MEDIPROCITY or any of MEDIPROCITY’s affiliated companies or publish any press releases regarding the License Agreement.
5. Your representation and warranty regarding the information you provide in documents that you submit through the portal.
5.1 By signing this License Agreement, You (i) represent, warrant and certify to MEDIPROCITY and a sending party that any and all information in any Documents and any Documents that You submit to the sending party through the Portal are true, correct and complete to the best of your knowledge and belief; and (ii) authorize MEDIPROCITY and its customers, including the sending party, and their agents, partners, and lenders to receive credit reports and any other information regarding You and Your owners and principals from third parties, to verify any information provided by You on any Documents.
5.2 You hereby indemnify, defend and hold harmless MEDIPROCITY for any third-party claims brought against MEDIPROCITY by any third-party, including a sending party, regarding any false, misleading or incomplete information that You include in any of the Documents, or any false, misleading or incomplete Documents, that you submit to the sending party through the Portal.
5.3 You hereby agree that a sending party shall be an intended third-party beneficiary of the terms of this License Agreement with respect to the representation, warranty and certification that you’ve made in Section 5.1 above regarding Your submission of information in any Documents, and any Documents, that you submit to the sending party through the Portal.
6. Termination
6.1 In the event of a breach by You of any material provision of this License Agreement, including Article 1 and Article 5, MEDIPROCITY may immediately terminate this License Agreement without prior notice.
6.2 Further, MEDIPROCITY may discontinue or otherwise block (in whole or in part) Your use and access, or your future use and access, of or to the Portal with or without notice for any duration and for any reason whatsoever.
7. Limitation of Liabilityn
7.1 Neither mediprocity or its licensors will be liable for special, punitive, exemplary, incidental or consequential damages or any lost profits, even if advised of the possibility of such damages, arising out of the agreement or the delivery, use, support or operation of the portal.
7.2 The liability of mediprocitys and its licensors for a particular claim will not exceed the amount paid by you to mediprocity for the license to the portal upon which the claim is based or one thousand dollars ($1,000.00), whichever is greater. Any claims against mediprocity will be brought, in accordance with the agreement, within twelve (12) months of the first occurrence giving rise to such claims, or such claims will be forever barred.
7.3 You acknowledge that mediprocity and/or its customers may make documents available for your access via the portal. any use of the portal, including use of the portal through a third-party product, is bound by this license agreement and you expressly agree that mediprocity shall not be liable for any damages resulting from your use of the portal or third-party products that access documents via the portal.
8. Choice of Law; Disputes
8.1 The Agreement is governed by and construed in accordance with the laws of the State of Illinois, without regard to choice of law provisions. Any disputes that cannot be resolved by the parties will be brought in state or federal court located in Cook County, Illinois.
8.2 You agree to pay all costs and expenses, including reasonable attorneys' fees, that MEDIPROCITY incurs in any action to enforce Your obligations hereunder.
9. Consent for Electronic Signature; Withdrawing Consent; Counterparts
9.1 The Parties specifically agree that this License Agreement and any Other Executable Documents may be electronically signed. The Parties agree that the electronic signatures appearing on, or effectuated for, this License Agreement or any Other Executable Document are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.
9.2 You may withdraw your consent to receive electronic documents, notices or disclosures at any time. In order to withdraw consent, You must notify MEDIPROCITY that you wish to withdraw Your consent with respect to this License Agreement and notify the sending party that You wish to withdraw Your consent with respect to any of the Other Executable Documents, and in each such case, make request to MEDIPROCITY or the sending party, as applicable, that Your future documents, notices and disclosures be provided in a paper format. To request electronic and paper copies of documents (for which a fee may be charged); withdraw consent to conduct business electronically and receive documents, notices or disclosures electronically; or withdraw consent to sign documents electronically, please contact MEDIPROCITY at the telephone, postal mail or email address set forth below, or contact the sending party at the sending party’s telephone, postal mail or email, as applicable. In such case, you may provide MEDIPROCITY and the sending party with an address where you may be contacted, including contacted electronically. Please note that, if You decide to withdraw consent to sign Other Executable Documents electronically, the sending party may decide to charge additional fees for the exchange of documents in paper format.
MEDIPROCITY, INC.
707 Spirit 40 Park Drive, Suite 140
Chesterfield, MO 63005
9.3 The Parties may execute this License Agreement, and any documents exchanged between the Parties that requires execution by the Parties as contemplated in this License Agreement ("Other Executable Documents"), in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. This License Agreement may be executed by pressing the “I accept” button and Other Executable Documents may be executed by electronic or digital signature. Each executed counterpart shall be deemed an original and fully enforceable and admissible in any legal proceeding. Delivery of an executed counterpart signature page is as effective as executing and delivering this License Agreement or Other Executable Document (as applicable) in the presence of the other Party. This License Agreement and each Other Executable Document shall be binding on the Parties upon delivery of one executed counterpart from each Party to the other Party. In proving this Agreement or an Other Executable Document, a Party must produce or account only for the executed counterpart of the Party to be charged.
10. Miscellaneous
10.1 The License Agreement constitutes the entire agreement between MEDIPROCITY and You regarding Your use of the Portal. Where there is a conflict between the terms of the License Agreement and any order, the terms of the order shall control with respect to the Portal, but solely to the extent of the conflict.
10.2 MEDIPROCITY may assign the License Agreement at any time. The License Agreement binds and inures to the benefit of the parties and their successors and assigns; however, You agree that You will not assign the License Agreement without the prior written consent of MEDIPROCITY. Further, Your assignment of this License Agreement contrary to this provision shall be void ab initio.
ACCEPTANCE
Clicking the “I Accept” button below symbolizes Your signature that You expressly accept this License Agreement. Upon clicking the “I Accept” button below, you will be given access to the Portal as described in this License Agreement.
When you are given access to the Portal, you may start to receive Other Executable Documents from a sending party at the Portal.