1. General Uses and Restrictions
By accessing or using any of the Medical Solutions Sites, you agree on behalf of yourself and any entity or person on whose behalf you are accessing the Medical Solutions Sites (collectively, “You”) to abide by these Terms. Medical Solutions permits You to use and access the Medical Solutions Sites for lawful purposes only and only in a manner consistent with the Terms. Your agreement to the Terms is a condition of Your being granted access to and use of the Medical Solutions Sites. If You do not agree with the Terms, You may not access the Medical Solutions Sites and must exit the Medical Solutions Sites immediately. The Terms apply to all visits and use of the Medical Solutions Sites, as well as to the content, information, recommendations or services provided or transmitted on or through the Medical Solutions Sites. By using and accessing the Medical Solutions Sites, You represent that You are at least 18 years of age, have the authority to enter into these Terms on Your own behalf and on behalf of the organization or entity on whose behalf You are using or accessing the Medical Solutions Sites, and all information provided by You, including, but not limited to Your identity, contact information, experience, qualifications, available positions, and facility details, is accurate and current. You shall be responsible for any violation of the Terms by You, Your agents or Your employees.
2. Restricted Access; Registered Users
Medical Solutions has restricted access to certain portions of the Medical Solutions Sites (the “Restricted Sites”), to users with legitimate Medical Solutions-related business reasons for using such Restricted Sites and who have registered with Medical Solutions or to whom Medical Solutions has otherwise provided access, including, for example, a username or password (the “Registered Users”). You agree that the entirety of the Restricted Sites, including, but not limited to their design, source code, databases, content, and data or materials stored on, generated by, created using, or transmitted through them shall be considered Confidential Information, as defined herein. You agree that Your use of and access to the Restricted Sites shall be limited to such access and use that directly relates to or is necessary for an existing or prospective employment relationship with Medical Solutions or an existing or prospective business relationship or agreement with Medical Solutions (the “Permitted Uses”).
Any username or password issued to You by Medical Solutions is Confidential Information, as defined below. You must keep such information confidential, and take appropriate steps to maintain confidentiality, including, but not limited to, logging off, closing your browser, and limiting use of unsecured networks or public computers. You shall not use another Registered User’s username and password nor shall you allow any other person, other than Your employees or agents, to use the username or password issued to You. You are solely responsible for all activity conducted using Your username or password or Your account. You shall immediately notify Medical Solutions if You become aware of any loss or theft of Your username or password or any unauthorized access or use of Your account or username or password. Medical Solutions shall not be held liable for, and You shall hold Medical Solutions harmless from any loss or damage arising from Your failure to comply with these obligations. Medical Solutions reserves the right to delete or change any username or password at any time and for any reason. You shall be responsible for notifying Medical Solutions if Your relationship with any employee or agent who had access to the Restricted Sites has ended so passwords may be updated or accounts disabled as appropriate in Medical Solutions’ sole discretion.
3. Confidential Information
When You access or use the Restricted Sites, You may be able to upload, download, receive, transmit, view, create, enter, access, post, share, display, or otherwise use or access information, documents, or other material that is confidential in nature (collectively “Confidential Information”). Confidential Information includes, but is not limited to: (i) marketing, job orders, pricing, personal identifying information, and other information relating to Medical Solutions’ business, customers, agents, employees, or subcontractors or (ii) private or sensitive information relating to healthcare professionals and other workers provided by Medical Solutions, its affiliates, agents, or subcontractors, such as personnel, medical, financial, credentialing, or other compliance documentation or records. You agree to only use Confidential Information for lawful, Permitted Uses or as otherwise permitted by law. You agree to limit access to Confidential Information to only Your employees or agents who require access to such information for the Permitted Uses. If You provide any Confidential Information to Your employees or agents, You shall require all such employees or agents to abide by terms no less restrictive than these Terms as well as any applicable laws or agreements relating to such information. You shall take all necessary precautions to protect the confidential nature of the Confidential Information, including, without limitation, all precautions You use with respect to Your own confidential information.
In the event You or any of Your representatives are requested or required by any government or governmental agency or authority (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, any informal or formal investigation by any government or governmental agency or authority or otherwise) to disclose any of the Confidential Information, You will immediately notify Medical Solutions in writing (which shall include notice to [email protected]) so that Medical Solutions may seek a protective order or other appropriate remedy or, in Medical Solutions’ sole discretion, waive compliance with the confidentiality terms. You agree not to oppose any action by Medical Solutions to obtain a protective order or other appropriate remedy. If no protective order or other remedy is obtained or Medical Solutions waives compliance with the terms of this Agreement, You agree to furnish only that portion of the Confidential Information, which You are advised is legally required.
If You discover, become aware or are notified of a breach or potential breach of security, or these Terms related to any Confidential Information provided or made available by Medical Solutions, You shall immediately: (i) notify Medical Solutions of such breach or such potential breach as the address specified below, (ii) immediately investigate such breach or such potential breach and inform Medical Solutions of the results of such investigation, and (iii) assist Medical Solutions as reasonably necessary to enforce Medical Solutions’ rights and to enable Medical Solutions to comply with any state or federal law requiring the provision of notice of any security breach with respect to the breach.
Notwithstanding any other provision of these Terms, Confidential Information shall not include any information, data, material, document, patent or idea, which: (i) is within the public domain prior to the time of disclosure or thereafter becomes within the public domain other than as a result of disclosure by You or Your representatives in violation of these Terms; (ii) was, on or before the date of disclosure in Your possession, as demonstrated by You, unless it was acquired by You from a third party who was under an obligation of confidentiality with Medical Solutions; (iii) is acquired by You from a third party not under an obligation of confidentiality to Medical Solutions; or (iv) was independently developed by the You without the use of Confidential Information or other breach of these Terms.
4. Medical Solutions’ Rights
Medical Solutions grants to You a personal, limited, revocable, non-exclusive, non-transferable license to access and use the Medical Solutions Sites solely for a Permitted Use and in accordance with these Terms. You expressly acknowledge and agree that Medical Solutions transfers no ownership, intellectual property interest, or title in or to the Medical Solutions Sites, the Confidential Information, or any information or data contained therein to You or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Medical Solutions Sites, unless otherwise indicated, are owned, controlled, or licensed by Medical Solutions. You may not copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit the Medical Solutions Sites, Medical Solutions’ names, Medical Solutions’ logos, Medical Solutions’ marks, or any other data or information provided on or through the Medical Solutions Sites in any way or use the Medical Solutions Sites in any way not expressly permitted by the Terms.
The Medical Solutions Sites are Copyright © 2021 Medical Solutions, L.L.C., All rights reserved. Your unauthorized use of the Medical Solutions Sites, Confidential Information, Medical Solutions logos, names, or marks, or any other information or data contained therein may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes.
5. Compliance with Applicable Laws
You shall abide by all applicable local, state, national, and international laws and regulations related to Your use of the Medical Solutions Sites or any Confidential Information or other information obtained using the Medical Solutions Sites. The Terms are subject to any applicable export laws, orders, restrictions, or regulations. You shall not export the Medical Solutions Sites or access or use thereto without complying with such laws, orders, restrictions, or regulations
6. Prohibited Uses; Your Transmissions
You may not use the Medical Solutions Sites to send, upload, share, email, post, publish, edit, modify, or otherwise transmit material or information, or use information obtained through the Medical Solutions Sites, in any manner that: (i) violates any applicable law or regulations; (ii) is false or misleading; (iii) is defamatory, libelous, offensive, obscene, harassing, threatening, abusive, or discriminatory, including on any basis protected by applicable federal, state or local law; (iv) violates or infringes on the intellectual property or privacy rights of any other person, including but not limited to rights arising from copyrights, trademarks, patents, or a person’s likeness; (v) constitutes unsolicited marketing efforts, including “junk email” “spam” or “chain letters”; (vi) interferes with or disrupts the performance of the Medical Solutions Sites or servers or systems used to host or operate the Medical Solutions Sites, or of Medical Solutions, or of other users of the Medical Solutions Sites in any manner; (vii) collects or stores personal data of Registered Users or other users of the Medical Solutions Sites; (viii) attempts to circumvent or misuse the user authentication or security measures of the Medical Solutions Sites; or (ix) otherwise violates any applicable law.
By sending, uploading, sharing, emailing, posting, publishing, editing, modifying, or otherwise transmitting content to the Medical Solutions Sites or submitting any content to or through the Medical Solutions Sites or to Medical Solutions relating to the Medical Solutions Sites (including documentation or feedback), you automatically grant (or warrant that the owner of such rights has expressly granted), Medical Solutions a worldwide, perpetual, royalty-free, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, transmit and distribute such content in any form, medium, or technology now known or later developed, including, but not limited to, the Medical Solutions Sites. In addition, You warrant that all so-called moral rights in the content have been waived. Medical Solutions assumes no responsibility for the deletion of or failure to store any posting, transmission, documents or information stored or submitted on the Medical Solutions Sites. Notwithstanding anything contained herein, this section is not intended to and does not supersede any applicable laws or separate written agreements between You and Medical Solutions that are signed by an authorized signatory of Medical Solutions, to the extent such laws or agreements restrict or govern Medical Solutions’ use of confidential information provided by You to Medical Solutions as part of a business transaction.
Medical Solutions is not responsible for screening, policing, editing, or monitoring Your or another Registered User’s transmissions, submissions, and postings. Accordingly, Medical Solutions encourages its Registered Users to use reasonable discretion and caution in submitting or reviewing any transmission or posting. Moreover, Medical Solutions does not make any representation with respect to, nor does it endorse the accuracy, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by You or any other Registered User. Regardless, Medical Solutions reserves the right to delete or take other action related to transmissions or postings (or parts thereof) that Medical Solutions believes in good faith violate the Terms and/or are, or are potentially, unlawful or harmful to Medical Solutions or its products, services, and goodwill.
7. Alleged Copyright Violations
Medical Solutions reserves the right to avail itself of the rights contained in, and take any actions under, the Digital Millennium Copyright Act and other applicable intellectual property laws. If You become aware of transmissions or postings that violate these rules or believe Your copyrighted work has been inappropriately used or made accessible through the Medical Solutions Sites, please notify Medical Solutions in writing, as provided below.
8. Links to Other Sites
Medical Solutions may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by Medical Solutions and are maintained by third parties over which Medical Solutions exercises no control. Accordingly, Medical Solutions expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party Web sites. Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party.
THE MEDICAL SOLUTIONS SITES AND ALL INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON OR THROUGH THE MEDICAL SOLUTIONS SITES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. MEDICAL SOLUTIONS MAY MAKE MODIFICATIONS AND/OR CHANGES TO THE MEDICAL SOLUTIONS SITES OR TO THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON THE MEDICAL SOLUTIONS SITES AT ANY TIME AND FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE OF AND/OR RELYING ON THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE MEDICAL SOLUTIONS SITES. MEDICAL SOLUTIONS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE MEDICAL SOLUTIONS SITES FOR ANY PURPOSE. MEDICAL SOLUTIONS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. MEDICAL SOLUTIONS ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE MEDICAL SOLUTIONS SITES WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECT IN OR DISSATISFACTION WITH THE MEDICAL SOLUTIONS SITES OR ANY INFORMATION THEREIN IS TO CEASE USE OF THE MEDICAL SOLUTIONS SITES.
MOREOVER, IN NO EVENT SHALL MEDICAL SOLUTIONS BE LIABLE, AND DISCLAIMS ALL LIABILITY, FOR ANY LOSSES OR DAMAGES, INCLUDING BUT NOT LIMITED TO, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE USE OF OR ACESS TO THE MEDICAL SOLUTIONS SITES OR WITH THE DELAY OR INABILITY TO USE THE MEDICAL SOLUTIONS SITES WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF MEDICAL SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO SUCH DAMAGES.
NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF MEDICAL SOLUTIONS FOR ANY REASON WHATSOEVER RELATED TO YOUR USE THE USE OF OR ACESS TO THE MEDICAL SOLUTIONS SITES AND ALL INFORMATION AND SERVICES THEREIN, OR WITH THE DELAY OR INABILITY TO USE THE MEDICAL SOLUTIONS SITES, INFORMATION OR SERVICES THEREIN SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY/TO YOU TO/FROM MEDICAL SOLUTIONS IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE THREE MONTHS PRIOR TO THE ACT GIVING RISE TO THE DISPUTE.
You agree to defend, indemnify, and hold harmless Medical Solutions, its affiliates, officers, directors, employees, agents, licensors, clients, subcontractors, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to or arising from: (i) Your use of the Medical Solutions Sites, (ii) Your violation of the Terms; (iii) Your violation of any third party rights relating to or arising out of Your use of the Medical Solutions Sites, or (iv) Your violation of any law or regulation relating to or arising out of Your use of or access to the Medical Solutions Site.
11. Term and Termination
The Terms shall take effect immediately upon: Your access to or use of the Medical Solutions Sites after the Terms are posted, or if you have executed a separate agreement incorporating or referencing these Terms, the effective date of such agreement. The Medical Solutions Sites are provided as a convenience to assist Medical Solutions in conducting its business. Medical Solutions reserves the right to modify, change, or disable the Medical Solutions Sites or Your use of or access to the Medical Solutions sites, at any time with or without notice. Medical Solutions shall not be liable for damages in connection with such terminations, disabling, modifications, or changes. By using the Medical Solutions Sites, you agree to these Terms.
You may terminate the Terms at any time by ceasing to use the Medical Solutions Sites, and if You are a Registered User, by notifying Medical Solutions of your desire to terminate Your account. Upon termination, You must destroy all copies of Confidential Information in your possession, custody or control, except that You may be permitted to obtain a copy of certain Confidential Information to the extent permitted in writing by Medical Solutions or where You are legally required to retain such records.
All notices, requests, demands or other communications to Medical Solutions required under this Agreement shall be made in writing and shall be deemed to have been duly given on the second day after mailing if mailed to the address below by certified mail, postage prepaid or via overnight carrier with delivery confirmation, and properly addressed to:
Medical Solutions, L.L.C.
Attn: Legal Department
1010 N. 102nd Street
Omaha, NE 68114
Medical Solutions may provide notice to You by posting on the Medical Solutions Sites or otherwise contacting You at any last known email or mailing address.
13. Additional Terms
The Terms and any claims arising out of or relating to the Terms or Your use of the Medical Solutions Sites shall be construed in accordance with and subject to the laws of the State of Nebraska, without reference to its conflict of law principles. You hereby consent to the exclusive personal jurisdiction in any state or federal court or arbitral forum located in Douglas County, Nebraska. If any provision of this Agreement is held to be invalid, void or unenforceable, all other provisions shall remain valid and be enforced and construed as if such invalid provision were never a part of this Agreement. The parties hereto agree that this Agreement will be governed by and construed in accordance with the laws of the State of Nebraska without reference to its choice of law rules and as if wholly performed within the State of Nebraska. Unless otherwise provided herein, any dispute, controversy or claim arising out of or relating to this Agreement shall be submitted to binding arbitration before the office of Judicial Arbitration and Mediation Services (“JAMS”) located in Douglas County, Nebraska, as the exclusive remedy. The parties agree to the exclusive jurisdiction of the state or federal courts of Nebraska with respect to actions to enforce arbitration or an arbitration award, or any claims where arbitration is not permitted by law. EACH PARTY TO THESE TERMS KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT THAT IT MAY CLAIM TO A JURY TRIAL ON ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS. THESE TERMS MAY BE FILED AS A CONSENT BY THE PARTIES TO TRIAL BY THE COURT.
You acknowledge that any breach, threatened or actual, of the Terms will cause irreparable injury to Medical Solutions, such injury would not be quantifiable in monetary damages, and Medical Solutions would not have an adequate remedy at law. You therefore agree that Medical Solutions shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of the Terms. Accordingly, You hereby waive any requirement that Medical Solutions post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Medical Solutions to enforce any provision of the Terms.
You may not assign Your rights or obligations to any other person or entity without Medical Solutions’ prior written consent.
No waiver, delay or failure by Medical Solutions with respect to any right or provision under the Terms shall be deemed a waiver of any other provision, or constitute a continuing waiver.
If any provision (or part thereof) contained in the Terms is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language.
No joint venture, partnership, employment, or agency relationship exists between you and Medical Solutions as result of the Terms or your use of the Medical Solutions Sites.
The headings within the Terms are for convenience of reference only and are not to be considered in construing this Agreement.
The Terms represent the entire agreement between You and Medical Solutions with respect to use of the Medical Solutions Sites, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Medical Solutions that govern Your use of or access to the Medical Solutions Sites. However, in the event You are or were an employee of Medical Solutions, the terms of any employment policies or written agreements signed with the requisite authority from Medical Solutions relating to Your employment with Medical Solutions (including any arbitration agreements) shall control to the extent deemed inconsistent with the Terms.