This is a binding agreement (“Agreement”) between Manatee Diagnostic Center (“We”, “Us” or “Our”) and the group/practice entity named on the first page (“You” or “Your”). This Agreement governs your use of Manatee Diagnostic Center Web Site, including, without limitation, all content such as text, information, images, and audio (collectively, “Content”) and all services (“Services”) made available to you through Manatee Diagnostic Center Web Site (this Site and the Content and Services are collectively referred to herein as the “Site”) by us and/or third parties.
1. Access. Certain areas of this Site will be accessible to your personnel identified in the Staff Enrollment or Provider Enrollment forms (“Users”). All User information provided to us, including without limitation the information on the Provider Enrollment and Staff Enrollment forms, must be current, accurate, and complete. If we at any time discover any error or omission in the information you provide to us, we may, at our option, terminate the right to access and use the Site by any User. You are responsible for the acts or omissions by your personnel’s use of the Site, and for any damages incurred by you as a result thereof. Users must abide by the Manatee Diagnostic Center Web Site Policies, as may be amended from time to time by us in our sole discretion.
2. Security. Certain areas of this Site are intended by us to require a userID and password to access and use. Certain Services may require additional codes. You are solely responsible for (1) maintaining the strict confidentiality of the userIDs, passwords and codes (collectively, “IDs”) assigned to your personnel, (2) instructing your personnel to not allow another person to use their IDs to access the Site, (3) any charges, damages, or losses that may be incurred or suffered as a result of you or your personnel’s failure to maintain the strict confidentiality of their IDs, and (4) promptly informing us in writing of any need to deactivate an ID due to security concerns. We are not liable for any harm related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person or entity to access and use the Site using your IDs. You agree to immediately notify us of any unauthorized use of your IDs.
3. Physicians. Certain Services are intended for access and use solely by physicians and authorized members of their staff. If you are a physician, or a physician’s authorized representative, it is your sole responsibility to identify members of your staff who should be permitted to access and use such Services, and to authorize, monitor, and control access to and use such Services by your staff members.
4. Patient Data and Legal Compliance. The Services provided through the Site may enable Users to transmit, store, and receive confidential patient information (“Patient Information”). State and Federal laws, as well as ethical and licensure requirements of your profession may impose obligations with respect to patient confidentiality that may limit the ability of physicians, health care providers, and persons acting on their behalf, to make use of certain Services or to transmit certain information to third parties. You represent and warrant that you will, at all times during the term of this Agreement and thereafter, comply with all laws directly or indirectly applicable to you that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Patient Information, and use your best efforts to cause all persons or entities under your direction or control to comply with such laws. You are, at all times during the term of this Agreement and thereafter, solely responsible for obtaining and maintaining all patient consents and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Patient Information you transmit, store, or receive in connection with the Site and the Services. You agree that we, our licensors, and all other persons or entities involved in the operation of Services provided through the Site, have the right to monitor, retrieve, store and use Patient Information in connection with the operation of such Services, and are acting on your behalf in transmitting Patient Information. We agree to use commercially reasonable efforts to maintain the confidentiality of such information and prevent the disclosure of such information to third parties except in connection with the transmission, storage, retrieval, and disclosure of such information on your behalf and as may be required or permitted by law. WE CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY FOR YOUR USE OR MISUSE OF PATIENT INFORMATION OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED OR RECEIVED USING THE SITE OR THE SERVICES.
5. General Disclaimers. THE SITE IS PROVIDED TO YOU ON AN “AS IS, WITH ALL FAULTS” BASIS, AND YOUR USE THEREOF IS AT YOUR OWN RISK. WE MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY CONTENT IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS, (3) IS YEAR 2000 READY OR COMPLIANT, OR (4) IS SECURE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE. Some jurisdictions do not permit the exclusion or limitation of implied warranties. Therefore, only if required by applicable law, some or all of the exclusions or limitations above may not apply to you. You may have other rights from jurisdiction to jurisdiction.
6. Exclusion of Damages. UNDER NO CIRCUMSTANCES WHATSOEVER WILL WE BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO (1) YOUR USE OF THE SITE, OR RELIANCE ON THE CONTENT, OR (2) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY US OR OUR CONTENT PROVIDERS. THE FOREGOING EXCLUSION SHALL APPLY REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not permit the exclusion of certain types of damages. Therefore, only if required by applicable law, some or all of the exclusions above may not apply to you. You may have other rights from jurisdiction to jurisdiction.
7. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND WE AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED $1,000. YOU AND WE AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND US. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SITE TO YOU.
8. Indemnity. You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to (1) your breach of the terms of this Agreement, (2) your unauthorized or unlawful use of the Site, and (3) the unauthorized or unlawful use of the Site by any other person using your IDs.
9. Entire Agreement. This Agreement, including the Manatee Diagnostic Center Web Site Policies, contains the entire agreement between you and us relating to the subject matter hereof, and supersedes any other oral or written communications relating thereto. This Agreement may not be amended or supplemented by (1) any purchase order or similar form originated by you relating to the subject matter hereof, or (2) statements of any of our employees. We reserve the right to make changes to this Agreement at any time without advance notice. We agree to post all amended forms of this Agreement on the Site and such amended forms shall be effective immediately upon its posting. Such amended forms shall be deemed to have been physically signed by you by your signature on this Agreement. It is at all times your responsibility to read the most current form of this Agreement before using the Site to ensure that you agree to the terms and conditions of any amendments made to this Agreement. You agree that these standards for notice of amendments to this Agreement are reasonable.
10. Termination. Your right to access and use the Site immediately terminates without further notice upon your breach of this Agreement. We may terminate this Agreement and/or your right to use the Site at any time, with or without cause. Sections 4, 5, 6, 7 8, 9, and 11 of this Agreement survive the expiration or termination of this Agreement for any reason whatsoever. We reserve the right to discontinue or make changes to the Site at any time.
11. Other. We may assign this Agreement, in whole or in part, in our sole discretion. You may not assign your rights under this Agreement without our prior written permission. Any attempt by you to assign your rights under this Agreement without our permission shall be void. The waiver by us of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different kind. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement is governed by the laws of the State of Florida, without giving effect to any principles of conflicts of law.