PLEASE READ THESE TERMS OF SERVICE AND CONDITIONS OF USE CAREFULLY. IT IS A LEGALLY BINDING AGREEMENT. BY USING THIS WEB SITE OR ITS SERVICES, YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES DESCRIBED ON THIS SITE AND SHOULD EXIT THE SITE IMMEDIATELY.
THESE TERMS OF SERVICE AND CONDITIONS OF USE (THE “AGREEMENT”) BETWEEN YOU (DEFINED LATER) AND Advanced Cardiology Institute (“ACI”) SET FORTH THE TERMS AND CONDITIONS GOVERNING YOUR USE OF Advanced Cardiology Institute ITS PHYSICIAN PRACTICE WEB SITE SERVICE (“PRACTICE WEB SITE SERVICE”) AND/OR ITS PHYSICIAN FINDER SERVICE (“PHYSICIAN FINDER SERVICE”) (COLLECTIVELY THE “ACI SERVICES”). THESE SITE TERMS DO NOT ALTER IN ANY WAY THE TERMS OR CONDITIONS OF ANY OTHER AGREEMENT YOU MAY HAVE WITH ACI FOR PRODUCTS, SERVICES OR OTHERWISE.
Advanced Cardiology Institute RESERVES THE RIGHT TO MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATION SHALL BE EFFECTIVE IMMEDIATELY UPON EITHER POSTING OF THE MODIFIED AGREEMENT OR NOTIFYING YOU. YOU AGREE TO REVIEW THIS AGREEMENT PERIODICALLY TO ENSURE THAT YOU ARE AWARE OF ANY MODIFICATIONS. YOUR CONTINUED ACCESS OR USE OF HealthCentersOnline.COM AND/OR ANY OF THE SERVICES THAT HealthCentersOnline, INC PROVIDES SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.
THE PRACTICE WEB SITE SERVICE PROVIDES PHYSICIANS AND PHYSICIAN PRACTICES WITH THE ABILITY TO CREATE A WEB SITE (“PRACTICE WEB SITE”) FOR THE PHYSICIAN OR GROUP PRACTICE (DEFINED BELOW). USE OF THE PRACTICE WEB SITE SERVICE IS VOLUNTARY AND DOES NOT ESTABLISH A PROFESSIONAL RELATIONSHIP BETWEEN YOU OR YOUR PATIENTS AND ACI. THE INFORMATION OFFERED THROUGH THE PRACTICE WEB SITE IS PRESENTED FOR THE PURPOSE OF PROVIDING GENERAL INFORMATION ON OVERALL HEALTH AND DISEASE MANAGEMENT.
NOTHING CONTAINED IN THE PRACTICE WEB SITE IS INTENDED TO BE INSTRUCTIONAL FOR MEDICAL DIAGNOSIS OR TREATMENT OR TO BE THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL SERVICES. IN NO EVENT SHOULD SERVICES WITHIN THE PRACTICE WEB SITE, INCLUDING EMAIL AND OTHER COMMUNICATION SERVICES, BE USED IN EMERGENCY OR URGENT SITUATIONS. PRACTICE WEB SITES SHOULD NOT BE USED IN PLACE OF A VISIT, CALL, CONSULTATION WITH OR THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER.
1. User Requirements
1.1. To use the ACI Services, you must be a licensed physician or an authorized representative of the physician. By registering to use the ACI Services, you warrant and represent that you are (i) a licensed physician or (ii) an agent authorized to enter into this Agreement on behalf of such a licensed physician or physicians and to bind such physician or physicians to the terms of this Agreement.
1.2 For purposes of this Agreement, the term “You” or “Your” shall include each licensed physician, and each person authorized (e.g., office staff) to use the ACI Services on their behalf. If the ACI Services are being utilized by a group practice or professional corporation, professional limited liability company, or partnership (“Group Practice”), it is understood and agreed that the term “You” shall include the Group Practice and each licensed physician and practitioner employed by, affiliated or practicing with, or a contractor of the Group Practice who uses the ACI Services, and each such person shall be deemed to have accepted this Agreement.
1.3 You and/or any other person on whose behalf you are acting in entering into this Agreement agree to use the ACI Services in a manner consistent with all applicable professional and ethical standards and requirements, local, state, and federal laws, including but not limited to state licensure and federal and state anti-kickback requirements, and regulations, the “Content Guidelines” set forth below, and otherwise in accordance with this Agreement.
1.4. Operating a website involves numerous regulatory and legal issues that vary from state to state and that vary based on the content of and actions taken through Your web site. You are solely responsible for properly complying with any and all laws and requirements relating to the content and operation of Your web site and for obtaining all necessary licenses, certifications, and other permissions for operating Your web site. For example, each state has laws relating to the practice of medicine within its boundaries. Certain web site activates, such as providing individualized and specific medical advice or providing a prescription to an individual located in a particular state, may be deemed to be the practice of medicine in that state, which would require a valid license. As another example, the Federal Health Insurance Portability and Accountability Act of 1996 generally requires certain covered entities to post on their web sites their notice of privacy practices. There also are international, federal, and state laws that may be implicated by Your web site and its content and operations, including but not limited to consumer protection, self-referrals, beneficiary inducements, anti-kickbacks, fraud and abuse, selling and disseminating certain drugs and devices, truth in advertising, privacy and security of patient and consumer information, copyright, trademark, patent, property rights, electronic signature, among others.
2. Content Guidelines
2.1 For purposes of this Agreement, the term “Content” shall include all text, graphics, tables, equations, photographs, audio, video, and any other information that is posted and published for display on Your Practice Web Site or Physician Finder. You may display two types of Content on the ACI Services: (i) Content that you create or for which you secure permission from third parties to use and display on Your Practice Web Site or Your Physician Finder (“Your Content”) and (ii) Content that ACI makes available to You from time to time for display on Your Practice Web Site or Physician Finder, which may include Content created by or made available by ACI or other third parties who have given ACI permission to make it available (collectively, “ACI Supplied Content”). You are responsible for obtaining permission to use all items of Your Content displayed within, or linked to, Your Practice Web Site or Your Physician Finder. The content is solely Your responsibility. ACI disclaims any and all liability of ACI for any content related to Your site including accuracy, inclusiveness, compliance with federal and state law, suitability, and similar potential areas of liability. We do not undertake any audit or other compliance responsibilities relating to the operation of Your web site. We are providing sample language for Your convenience only. By providing this sample language, we are not providing legal advice nor should any language be construed as constituting legal advice. The content of Your site has significant legal implications for which legal consultation is highly recommended. Please consult with Your attorney as to any and all content to be placed on Your web site and as to the operations of Your web site.
2.2 Your right to use the ACI Supplied Content and Your Practice Web Site and Physician Finder shall be limited to a revocable, non-exclusive, non-transferable license, with no rights to sublicense or distribute, which shall immediately terminate upon termination of this Agreement for any reason. Any rights of use and/or access not expressly granted to You under the terms of this Agreement are retained by ACI and/or the owner of any such rights.
2.3 You agree that ACI shall have the right to update and edit ACI Supplied Content after it has been incorporated into Your Practice Web Site. ACI shall have the right to remove or require you to remove any content that it determines to violate this Agreement or ACI determines in its reasonable discretion to be otherwise inappropriate.
2.4 You agree and warrant that Your use of the ACI Services will not be used by You for any unlawful activities, and that all items of Content on Your Practice Web Site and Physician Finder will at all times comply with all of the following guidelines (collectively, the “Content Guidelines”):
2.4.1. All of Your Content must comply with the Health on the Net Foundation HON Code of Conduct (“HON Code”) for medical and health Web sites. These guidelines can be viewed at the following URL http://www.hon.ch/HONcode/Conduct.html.
2.4.2. You will not sell non-health-related goods
2.4.3. You will not sell health-related goods that create a financial conflict of interest, adversely affect patient trust or places undue pressure on the patient.
2.4.4 Should you decide to sell any permitted items or services through Your web site, you are solely responsible for all undertakings offered through Your web site and for compliance with all federal and state laws relating to any such undertakings. We disclaim any responsibility or liability for fulfillment of orders, for charging, collecting, or paying any sales, business and occupation, or other taxes, duties, or similar obligations, product safety, or compliance with regulatory and legal requirements relating to such undertakings.
2.4.5. Your Content shall not be misleading because of the omission of necessary material information, shall not contain false or misleading statements, and shall not otherwise operate to deceive.
2.4.6. Your Content will be accurate including but not limited to Your licenses, professional associations and services performed.
2.5 Your Practice Web Site must contain the following:
2.5.1. A prominent visible medical disclaimer provided by ACI, to inform patients/users of Your Practice Web Site about the proper use of information available through Your site. You may, in Your discretion, create Your own disclaimer to supplement the ACI disclaimer.
2.5.2. A prominent visible link to terms and conditions provided by ACI (the “Consumer Terms of Service”), designed to inform users of Your Practice Web Site of their responsibilities for proper use of that site. A link to the Consumer Terms of Service will be automatically placed on Your Practice Web Site by ACI.
2.5.3. Should you select the Sponsored version of the Practice Web Site, the logos of certain sponsoring organizations, as well as content and other information, including links to advertising or sponsoring organization Web sites, which may be offering for sale a product or service, will be placed on Your site. Sponsoring companies will be automatically placed on Your Practice Web Site. The companies that Sponsor the Practice Web Site can change at any given time without notice. Additionally, ACI may at any time discontinue providing the Sponsored version of the Practice Web Site. At such time that ACI discontinues providing the Sponsored version of the Practice Web Site, You will be offered the opportunity to upgrade at an additional cost to an Unsponsored version of the Practice Web Site. Should you select the Unsponsored version of the Practice Web Site, none of the above-described logos or advertising or sponsoring organization content will appear on Your Practice Web Site.
2.6. You are strongly encouraged to review all ACI-Supplied Content that is made available to You, to ensure that it is accurate and appropriate for Your patients.
2.7. You will not post, link to, transmit or store any Content or other information or communication that is prohibited by law, regulation and/or statute or is otherwise inconsistent with professional practice and/or ethical standards promulgated by the Health on the Net Foundation and medical associations including the American Medical Association.
2.8. You shall not do any of the following with or through Your Practice Web Site:
2.8.1. Modify, condense or otherwise alter in any way any ACI Supplied Content or display any item of ACI Supplied Content that has been modified, condensed, or otherwise altered.
2.8.2. Place, display or permit the placement or display of any Content on Your Practice Web Site that is directed at or suitable for use or viewing by children under 13 years of age. Federal law prohibits directing Content on Your Practice Web Site to children under 13 years of age unless You comply with applicable laws and regulations.
2.8.3. Except as provided by ACI, place, display or permit the placement or display of any advertising or promotional materials for products or services of any third party.
2.8.4. Place or display any Content that implies any endorsement, sponsorship, guarantee or assumption of responsibility for Your services or products by ACI, any of the Sponsors or any third party from whom You have not received specific permission for the particular endorsement, sponsorship, guarantee, or assumption of responsibility.
2.8.5. Display the logos of ACI, any of the Sponsors or any third party from whom You have not received specific permission to display the logo (except for the logos of ACI and the Sponsors as they may be automatically displayed as part of Your Practice Web Site).
2.8.6. Attempt to remove, alter or disable the ACI or Sponsor logos or the links to the default Consumer Terms of Service.
2.8.7. Attempt to penetrate, modify or manipulate the ACI Site or the ACI Service or any of the hardware or software thereof: (i) invade the privacy of, obtain the identity of or obtain any personal information about any other user of the ACI Service that is not otherwise deliberately made available to you through the ACI Service; or (ii) modify, erase or damage any information contained on the computer of any user connected to the ACI Service; or (iii) reverse engineer any portion of the ACI Site Builder Utilities.
2.9. By publishing items of Your Content on Your Practice Web Site, You warrant that You are the owner of all rights necessary for that purpose or that You have been expressly granted a license and permission that includes any applicable Intellectual Property Rights to use any such item of Your Content in the manner in which You have chosen to use such item in connection with Your Practice Web Site.
3. Rights and Responsibilities 3.1. If You decide to give another person editing rights for Your Practice Web Site or Physician Finder, You assume complete responsibility for that person’s contributions to and use of Your Practice Web Site or Physician Finder as Your agent. 3.2. If You have reason to believe that Your Practice Web Site or Physician Finder is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of Your User ID, password or any other information stored on or used by the ACI Service), You must promptly change Your password and notify ACI Physician Services, at (201)461-6200 or physicianservices@HealthCentersOnline.com, of the problem to minimize possible liability for any unauthorized use of Your Practice Web Site or Physician Finder. A utility to change passwords can be found in the www.HealthCentersOnline.com for Professionals Web site by accessing Your Profile. 3.3. You acknowledge that any links made available to a third party’s Web site will cause the user to exit both Your Practice Web Site and this site. You further acknowledge that these third party sites are not under ACI’s control and agree that ACI is not responsible for the content, practices, and/or policies of any such linked site. 3.4. The ACI provided information, software, products, and services furnished on the Practice Web Site Service or Physician Finder Service may include inaccuracies or typographical errors. We may make improvements and/or changes in the Practice Web Site Service and to the sample language provided for Your convenience at any time without notice. This Practice Web Site Service or Physician Finder Service may be temporarily unavailable form time to time due to required maintenance, telecommunications interruptions, or other disruptions.
4. Network Communications
4.1 To enable efficient, cost-effective communication across the network, ACI requires an email address from all network users.
4.2. You agree to keep this email address current, and hereby grant ACI permission to communicate with You using this email address.
4.3. Except as provided below in Section 5, ACI will not disclose this email information to any third-party.
4.4. You may opt-out of regular network communications by contacting ACI’s Physician Services at physicianservices@HealthCentersOnline.com.
5.1. ACI has a comprehensive security policy and employs appropriate technologies and procedures designed to protect Your information from loss, corruption or inappropriate disclosure as set forth in this Section 5.
5.2. ACI uses the contact and demographic information we collect to provide You with regular updates on ACI and related industry/service developments, as well as information on specialty-specific opportunities from third party partners.
5.3. ACI uses the contact and demographic information we collect to provide You with information from third-party advertising or sponsoring organizations. We do not release Your information to third-party advertising or sponsoring organizations. Should you not be interested in receiving these types of communication from third-parties, go to www.HealthCentersOnline.com for professionals, access Your Profile and uncheck the box that says “Yes, I’d also like to receive beneficial information from Your sponsors.”
5.4. ACI provides to third parties, on an aggregated basis only, and for purposes of securing sponsorship, the contact and demographic information that we collect. No personal identifiable information will ever be provided to a third party.
5.5. Notwithstanding anything to the contrary in this Section 5, in the event that a third party (including governmental agencies) makes an allegation that You are engaged in unlawful activities involving the use of the ACI Service, ACI reserves the right, at its sole discretion, to take any action it deems necessary and appropriate under the circumstances (including the release of some or all of Your personally identifying information) and You hereby expressly consent to any such release of personally identifying information by ACI without the necessity of judicial process and/or liability of any kind with respect to ACI.
6. Site Monitoring
ACI may elect at its sole discretion to monitor some, all or none of the areas of Your Practice Web Site and Physician Finder for adherence to the terms of this Agreement and its Content Guidelines. If ACI is notified or otherwise becomes aware of actions, of You or any user of Your Practice Web Site, that may or are alleged to not conform to this Agreement, ACI may investigate the allegation and determine in good faith and at its sole discretion whether to remove or request the removal of Content from Your Practice Web Site or suspend or terminate this Agreement and/or Your Practice Web Site. ACI shall have no liability or responsibility to You in respect of its performance or non-performance of such activities.
7. Costs For Services
7.1. You are responsible for paying the fees described, at the time of registration, on the www.HealthCentersOnline.com for Professionals site, located in the registration for the Practice Web Site service and the Physician Finder services. These fees are subject to change.
7.2 ACI offers a Sponsored and Unsponsored version of the Practice Web Site. The Sponsored version, which includes the logos of certain sponsoring organizations, as well as content and other information, including links to advertising or sponsoring organization Web sites which may be offering for sale a product or service, are offered at a reduced price as the advertising and sponsorship revenues that ACI generates, defrays part of the cost of maintaining Your Practice Web Site.
7.3. You are responsible for paying for all hardware, software, services and other costs You incur to access, create, and maintain Your Practice Web Site and Physician Finder.
7.4 Your Practice Web Site Service and Physician Finder Service automatically renew for additional one-year terms unless terminated by you. ACI will send you an email at least 30 days prior to the beginning of a renewal term notifying you of the fees associated with the renewal and will automatically bill Your credit card unless notified prior to the renewal term’s start date. In the event that You elect not renew, You may terminate this Agreement at the end of Your current term with the understanding that any rights of use and/or access to Your Practice Web Site and/or Physician Finder will cease at the time of such termination.
7.5. ACI may add, delete or change some or all of the services provided at any time, at its sole discretion.
8. Duration and Termination of Agreement
This Agreement will continue unless terminated by either party. You may terminate this Agreement at any time, for any reason, including but not limited to, if any change to this Agreement is unacceptable to You. ACI agrees that it will terminate Your ACI account and remove Your Practice Web Site Physician Finder Service upon notice from You that You desire to have this Agreement terminated. Should You terminate this Agreement, You will still be responsible for all fees described in Section 7 for the remainder of the term described at the time of Your registration.
9. ACI Right to Terminate Services and Control Content
9.1. If You breach this Agreement, or if we are unable to verify or authenticate any information You provide to us, ACI may immediately suspend or terminate Your Practice Web Site or Physician Finder. We may also suspend or terminate Your Practice Web Site or Physician Finder if we decide, at our sole discretion, to discontinue offering our services, if we conclude that Your Practice Web Site or Physician Finder may cause potential liability or harm to ACI or for any other reason, with or without cause. In some instances and at our sole discretion, but without being obligated to do so, we may do one or more of the following:
9.1.1. Notify You regarding breach of this Agreement by sending a letter via an overnight courier service, fax, or e-mail to Your practice address.
9.1.2. Give You 48-hours advance notice of removal of Your Practice Web Site or Physician Finder from our server.
9.1.3. Post an interim Web page in place of Your Practice Web Site or Physician Finder containing a pre-determined amount of contact information to mitigate disruption of services and information to Your Practice Web Site or Physician Finder visitors.
9.2. ACI reserves the right to require the removal or modification of links or particular Content from Your Practice Web Site if ACI determines, at its sole discretion, that such links or Content may cause potential or actual liability for ACI and/or are not in conformance with the Content Guidelines.
9.3. Except as limited by the terms of this Agreement, ACI, Inc. reserves the right to operate the Practice Web Site and Physician Finder Services at its sole discretion as it sees fit.
10. Disclaimer of Warranties
YOU AGREE THAT YOUR USE OF THE ACI SERVICES IS ENTIRELY AT YOUR OWN RISK. THE ACI SERVICES AND ALL OTHER SERVICES OF ACI THAT MAY BE RENDERED HEREUNDER ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT ANY SERVICE RENDERED HEREUNDER WILL BE UNINTERRUPTED OR ERROR FREE OR REGARDING THE NUMBER OF POTENTIAL VISITORS WHO MAY ACCESS YOUR PRACTICE WEB SITE OR WITH RESPECT TO INFORMATION, SERVICES OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH ACI OR THE ACI SERVICE, INCLUDING BUT NOT LIMITED TO THE CONTENT, INFORMATION, LINKS OR RESULTS OBTAINED THROUGH THE ACI SERVICE OR LINKS THEREON. SPECIFICALLY, ACI DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES; AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR FREEDOM FROM COMPUTER VIRUS STRAINS, AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
11. Assumption of Liability; Limitation of ACI Liability
11.1. YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT (OTHER THAN ACI SUPPLIED CONTENT AND/OR MATERIAL PROVIDED THROUGH LINKS TO ACI SPONSOR SITES) PLACED ON OR AVAILABLE THROUGH YOUR PRACTICE WEB SITE, INCLUDING BUT NOT LIMITED TO INFORMATION THAT MAY BE LINKED THERETO (WITH THE EXCEPTION OF MATERIAL PROVIDED THROUGH LINKS TO ACI SPONSORS), AND FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, DEATH OR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT, THAT MAY RESULT FROM THE USE OF SUCH CONTENT OR INFORMATION OR OF YOUR PRACTICE WEB SITE OR PHYSICIAN FINDER IN ANY WAY OR FROM ANY ERRORS, DEFECTS, OR INCOMPLETENESS THAT MAY BE CONTAINED THEREIN. ACI FURTHER DISCLAIMS ANY LIABILITY FOR ANY DEFAMATORY, LIBELOUS, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OF THE ACI SERVICE OR THIRD PARTIES.
11.2. ACI HEREBY DISCLAIMS ANY LIABILITY TO YOU OR THE USERS OF YOUR PRACTICE WEB SITE OR PHYSICIAN FINDER FOR ANY DAMAGES OR INJURY THAT MAY RESULT FROM THE USE OR INABILITY TO USE THE ACI SERVICES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES OR INJURY CAUSED BY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD UNDER ANY LEGAL THEORY OR CAUSE OF ACTION. NEITHER ACI NOR ANY OF ITS DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS OR AFFILIATES SHALL BE LIABLE FOR ANY EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF THE USE OF THE ACI SERVICES OR INABILITY TO GAIN ACCESS TO OR USE THE ACI SERVICES OR OUT OF ANY BREACH OF ANY WARRANTY OF ACI, EVEN IF ACI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3. TOTAL HealthCentersOnline LIABILITY FOR ACTUAL DAMAGES, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO ACI UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
You agree to defend, indemnify, and hold harmless ACI and its directors, officers, employees, agents and affiliates, including but not limited to affiliated medical societies, against any action brought against the foregoing with respect to any claim, demand, cause of action, debt or liability, including reasonable attorney fees, to the extent that such action is based upon a claim that: (i) if true, would constitute a breach of any of Your representations, warranties or agreements under this Agreement; (ii) arises out of Your negligence or willful misconduct; or (iii) any of Your Content, as defined herein, used or displayed by You on Your Practice Web Site or Physician Finder infringes or violates any rights of third parties, including without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.
13. Choice of Law and Arbitration
This Agreement will be governed by, and construed in accordance with, the laws of the State of Florida without regard to or application of its choice of law rules or principles. Except as set forth below, all disputes and claims relating to this Agreement or ACI’s products and services, shall be settled fully and finally by arbitration before the American Arbitration Association, in accordance with Commercial Arbitration Rules. If You file a claim or counterclaim against ACI, You agree to do so on an individual basis and not with any other user of the ACI Service or as part of a class action. The arbitrator may not award special, consequential or punitive damages. The decision of the arbitrator shall be final and binding on the parties and may be reduced to a judgment in any court of competent jurisdiction. Any claim or cause of action You may have against ACI arising out of this Agreement or ACI’s products or services must be commenced within one (1) year after Your claim or cause of action arises. This agreement to arbitrate shall survive any termination or expiration of this Agreement. Notwithstanding the foregoing, neither party shall be required to arbitrate any claim for infringement of its copyrights, patents, trademarks, trade secrets, or other intellectual property rights of any kind.
14. Severability, Non-Waiver
If any provision of these terms and conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
15. Non-Transferability, Notice of Sale and/or Transfer of ACI
This Agreement is personal to You, and You may not assign or transfer this Agreement or Your rights in Your Practice Web Site or Physician Finder without the written consent of ACI, and any attempt to do so without consent is void. In the event that ACI is sold and/or its ownership is transferred to another entity, You will be given notice of any such event. This Agreement may be assigned to the acquiring entity upon notice to you.
For purposes of this Agreement, ACI may give You notice by e-mail, to e-mail address on record, which notice shall be deemed effective when sent, or by first class U.S. mail. You may give ACI notice by e-mail to physicianservices@HealthCentersOnline.com or by first class U.S. mail sent to the following address:
Advanced Cardiology Institute
2200 Fletcher Avenue
Fort Lee, NJ 07024
17. Entire Agreement
You agree that this Agreement constitutes the sole and only agreement between You and ACI, Inc. and that it alone governs Your use of the Services and Your Practice Web Site.
The provisions of sections 10 (Disclaimer of Warranties), 11 (Assumption of Liability; Limitation of ACI Liability), 12 (Indemnification) 13 (Choice of Law and Arbitration), 14 (Severability, Non-Waiver) and 16 (Notices), and any liabilities or payment obligations accrued before termination, shall survive the termination of this Agreement.
19. Copyright/Limited License
Your license under this Agreement is limited by, and subject to, the provisions of this section 19. You acknowledge and agree that the ACI Supplied Content and the ACI Services, including the data, information, images, logos, text, audio and visual clips, photographs, graphics, typefaces, and other works of authorship are protected by copyrights, trademarks, and other proprietary rights, and that these rights are valid and protected in all media, forms, and technologies now existing or hereafter developed. You may not use, display, reproduce, modify, remove, delete, add to, augment, publish, transmit or participate in the transfer or sale of any materials, trademarks or trade dress (including logos and graphical elements) supplied to You as part of the ACI Supplied Content or the ACI Service except as set out herein. You may display electronically, download, and make limited copies of the ACI Supplied Content, and You may use the ACI Service, only in connection with Your rendition of professional medical care to Your own patients, provided that You do not charge for such copies or use them for commercial purposes and that You do not alter or modify the ACI-Supplied Content in any way, and further that You maintain and reproduce any notices in the ACI Supplied Content, such as trademarks, copyright notices or notices of other proprietary rights. Under no circumstances shall Your display of any trademark or trade dress provided to You under this Agreement give You any ownership interest therein.