INTRODUCTION: Welcome to illumeMed TM ,LLC's ("IM") website (the "Website"). By your (the "User") accessing, browsing or otherwise using this Website confirms you have read and understand the terms and agree to be legally bound by all the terms and conditions contained in this Agreement, as may be amended from time to time by IM, as set forth below. If you do not agree with any part of the following terms and conditions, you must not use this Website.
1. OWNERSHIP; USE OF THE WEBSITE: This Website is copyrighted under United States and international copyright laws, and contains proprietary information, including, but not limited to, trademarks, trade dress, trade secrets, service marks, trade names, technologies, graphics, logos, video, music, information about IM's HIPPA compliant CareUpdate TM product, and all other materials comprising the Website (collectively, the "Contents"). The entire Contents is owned either by IM or third parties, and you may not in any way make commercial or other unauthorized use, by publication, re-transmission, distribution, performance, caching or otherwise, of any Contents, except as expressly authorized by IM in writing. You also agree not to disrupt, modify or interfere with the Website, or its associated server(s) in any way, nor impede or interfere with other third parties use of the Website. IM does not grant you or any third party, either by estoppel, implication, or otherwise, any rights or license to the Contents or this Website.
2. AGE REPRESENTATION: You represent and affirm that you are of sufficient legal age to use the Website and to create binding legal obligations and financial responsibility for any liability you or IM may incur as a result of your use of the Website and your Materials.
3. USE OF LINKS: IM may, from time to time, establish links between this Website and one or more other websites operated by third parties. IM has no control over any third party websites or the content [as defined] included therein or the products/services offered by such third parties. The existence of any such links shall not constitute an endorsement, representation or warranty by IM of such third party websites, the contents of the websites, the products or services of the websites or the operators of the websites. Your linking to any such third party website or service is at your sole risk and liability. IM disclaims any and all responsibility and liability whatsoever, financial or otherwise, for the privacy policies and/or privacy information practices of such third-party websites hyperlinked to this Website or the content included therein or the products/services offered by such third parties.
5. NO WARRANTIES: IM's CONTENTS DISPLAYED ON THIS WEBSITE ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND. YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. NO ORAL OR WRITTEN INFORMATION, DOCUMENTS, FORMS, OR AGREEMENTS GIVEN TO YOU BY IM, IM EMPLOYEES, REPRESENTATIVES, CONTRACTORS, OR A THIRD PARTY SHALL CREATE ANY WARRANTY. IM, TO THE FULLEST EXTENT ALLOWED BY LAW, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND/OR REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY AND ALL WARRANTIES OF ACCURACY, RELIABLITY, SUITABILITY, COMPLETENESS, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, OR THAT THE SERVER THAT MAKES THE CONTENTS AVAILABLE IS FREE OF VIRURES OR OTHER HARMFUL COMPONENTS.
6. LIMITATION OF LIABILITY: NEITHER IM, ITS MEMBERS, OFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, OR AFFILIATES SHALL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, DIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, WARRANTY OR TORT.
7. INDEMNIFICATION: You agree to indemnify, defend, release, and hold illumeMed LLC and its affiliates, including, its/their members, officers, directors, employees, agents, representatives, and contractors (collectively the "Indemnified Parties") harmless from any and all claims, losses, expenses, suits, including attorneys' fees, court costs ("Liabilities") for any damages of any kind, including, without limitation, infringement claims, any special, consequential, incidental, punitive, or indirect damages, to any person or entity that may in any way arise out of or result from or in connection with your use of the Website, your Materials, the Contents, any surveys, forms, or services provided through this Website.
8. DISPUTE RESOLUTION: Except for matters related to a party seeking injunctive relief under this Agreement, prior to either party commencing any legal action the parties agree to try, in good faith, to settle the dispute amicably between themselves. If after 30 days, the dispute has not been settled to the satisfaction of both parties, then the parties agree to engage a third party mediator, i.e. Alternative Dispute Resolution (ADR) to help settle the matter. The mediation will be held in Massachusetts, USA and each party will be responsible for their own costs and expenses, except that the costs of the mediation will be shared equally between the parties. Arbitration is not a proper venue or procedure for settling any disputes under this Agreement.
10. LAW AND JURISDICTION: This Agreement is governed by the laws of the Commonwealth of Massachusetts, USA. without regard to its conflicts of laws provisions/principles. You agree that any disputes and/or legal proceedings directly or indirectly arising out of or relating to this Agreement or your use of the Website shall be submitted to the exclusive jurisdiction and venue of the courts of the Commonwealth of Massachusetts, USA.
11. ENTIRE AGREEMENT: These terms and conditions, together with those incorporated or referred to herein constitute the entire agreement between us relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter. Should you in the future become a paid user of IM's CareUpdate product, additional or other terms may apply. No waiver of any provision of this Agreement shall be effective unless made in writing. Additionally, no failure to enforce any term of this Agreement shall be deemed a waiver of future enforcement of that or any other term.
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