Web Site End User License Agreement (“EULA”)
Please read
these terms carefully before using this site.
This Web
site is provided by Occupational Health Research, a Florida
corporation (“OHR”), and may be used for informational
purposes only. By using the site or downloading software,
images and/or printed materials from the site (the
“Materials”), you (referred to herein as “You”, and sometimes
“Your”) agree to abide by the terms and EULA provisions set
forth in this notice (together, the “Terms”). If you do not
agree to abide by these Terms, do not use the site or download
Materials from the site.
1.
Description of Service
1.1 OHR
may provide access to an extensive amount of resources,
including, but not limited to, public forums, health and
medical content, online tools, calendaring, email, to-do
lists, bookmarks, other personalization features,
book/publication offerings, and various communication tools
(the “Service”). OHR assumes no responsibility or liability
for the timeliness, deletion, mis-delivery or failure to store
any user communications or personalization data or settings.
All such risks shall be borne by you.
2. Limited License and Restrictions
2.1
Limited License.
The
contents, including but not limited to the Materials, of
www.systoc.com,
www.ohrhelp.com and
www.ohruniversity.com (the "Sites"), are copyrighted by
OHR. The Materials on these Sites and any other website owned,
operated or controlled by OHR, may not be copied, modified,
distributed, republished, uploaded, downloaded, posted or
transmitted in any way, without the prior written consent of
OHR, with the following exceptions:
(a) Individual users: you may download one
copy of the Materials onto your computer for your personal,
non-commercial use, provided you do not delete or change any
copyright, trademark or other proprietary notices contained in
the Materials.
(b) Clinical Management or IT Department
users: you may download one copy of the Materials onto your
computer or computer network for training or demonstration
purposes within the licensed clinic site(s) specified at the
time of software license or trial.
Subject to
the terms of this Agreement, and the SYSTOC or StolaSystem
license agreement where applicable, OHR hereby grants You a
limited, commercial, non-exclusive, non-sublicensable,
non-assignable license to download, install and use the
Materials for the sole purpose of commercially using the
medical office management applications provided by OHR and any
other applications that may be explicitly provided by OHR.
This EULA does not, and shall not be deemed or construed to
amend, modify, supplant, or supplement any SYSTOC or
StolaSystem License Agreement executed by You and OHR, and no
part of this EULA shall be incorporated into any such License
Agreement, or used in any way, shape, or form to alter,
contradict, or construe any provision of such License
Agreement. You acknowledge that any such License Agreement is
a fully integrated, stand-alone Agreement. .
2.2 No
Granting of Rights to Third Parties. You will not sell,
assign, rent, lease, distribute, export, import, act as an
intermediary or provider, or otherwise
grant rights to third parties with regard to the OHR
Materials, Services, software or any part thereof.
2.3 No Modifications.
Modification or use of the Materials other than as permitted
above is violative of OHR's intellectual property rights. No
other permission is granted to print, copy, reproduce,
distribute, transmit, upload, download, store, display in
public, alter or modify the Materials, hyperlink other
websites to this Site, or to use OHR's trademarks, trade names
or copyrighted materials for any reason.
You will not undertake, cause, permit or authorize the
modification, creation of derivative works, translation,
reverse engineering, decompiling, disassembling or hacking of
the Materials.
3. Intellectual Property Rights; Copyright and Trademark
Information
3.1 Exclusive Ownership. For purposes of this EULA,
“intellectual property rights” shall be defined as: (i)
designs, trade marks and trade names (whether registered or
unregistered), copyright and related rights, database rights,
knowhow and confidential information; (ii) all other
intellectual property rights and similar or equivalent rights
anywhere in the world which currently exist or are recognized
in the future; and (iii) applications, extensions and renewals
in relation to any such rights (the “IP Rights”). IP Rights
in the Materials, the OHR Website, the OHR Online Material and
the OHR Promotional Materials are and shall remain the
exclusive property of OHR and/or its licensors. Nothing in
this Agreement intends to transfer any such IP Rights to, or
to vest any such IP Rights in, You. You are only entitled to
the limited use of the IP Rights granted to You in this
Agreement. You will not take any action to jeopardize, limit
or interfere with OHR’s rights. Any unauthorized use of OHR’s
IP Rights is a violation of this Agreement as well as a
violation of intellectual property laws and treaties,
including without limitation copyright laws and trademark
laws. All title and IP Rights in and to any third party
content that is not contained in the Materials, but may be
accessed through use of the Materials, is the property of the
respective content owners and may be protected by applicable
copyright or other intellectual property laws and treaties.
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3.2 Trademarks.
Occupational Health Research, SYSTOC, iSYSTOC, tap2chart,
OHReBill, SYSTOCLabLink, StolaSystem and all other trademarks,
unless otherwise noted, are owned or licensed by OHR. All
other brand names, product names, or trademarks belong to
their respective holders. Images of products displayed on this
Site are either the property of, or used with permission by,
OHR. The use of any of these images or trademarks by you, or
anyone else authorized by or associated with you, is
prohibited unless you obtain prior written permission from OHR.
Any unauthorized use of the images or trademarks may violate
copyright, trademark, privacy, publicity and/or communications
laws and regulations and subject you to liability for damages.
3.3
Third-Party Sites.
As a convenience to you, OHR may provide, on this Site, links
to Web sites operated by other entities. If you use these
sites, you will leave this Site. If you decide to visit any
linked site, you do so at your own risk and it is your
responsibility to take all protective measures to guard
against viruses or other destructive elements. OHR makes no
warranty or representation regarding, and does not endorse,
any linked Web sites or the information appearing thereon or
any of the products or services described thereon. Links do
not imply that OHR or this Site sponsors, endorses, is
affiliated or associated with, or is legally authorized to use
any trademark, trade name, logo or copyright symbol displayed
in or accessible through the links, or that any linked site is
authorized to use any trademark, trade name, logo or copyright
symbol of OHR or any of its affiliates.
3.4
External Links to the Site.
All links to the Site must be approved in writing by OHR,
except that OHR consents to links in which: (i) the link is a
text-only link containing only the name "Occupational Health
Research”; “SYSTOC"; “iSYSTOC”; “SYSTOC LabLink”; “OHReBILL”;
“StolaSystem”; or “tap2chart”; (ii) the link "points" only to
www.systoc.com and not to deeper pages; (iii) the link, when
activated by a user, displays that page full-screen in a fully
operable and navigable browser window and not within a "frame"
on the linked website; and (iv) the appearance, position, and
other aspects of the link may neither create the false
appearance that an entity or its activities or products are
associated with or sponsored by OHR nor be such as to damage
or dilute the goodwill associated with the name and trademarks
of OHR. OHR reserves the right to revoke this consent to link
at any time in its sole and absolute discretion.
3.5
Information Provided By You.
Any personally identifiable information you may provide to OHR
via this Site is protected only to the extent provided in any
Privacy Policy that may be established from time to time by
OHR with respect to any Site. OHR does not want you to, and
you should not, send any information that you consider
confidential or proprietary to OHR via any of the Sites. You
agree that any information or materials that you or
individuals acting on your behalf provide to OHR will not be
recognized or treated by OHR as confidential or proprietary.
By providing any such information or materials to OHR, you
grant to OHR an unrestricted, irrevocable, worldwide,
royalty-free license to use, modify, reproduce, display,
publicly perform, transmit, distribute and create derivative
works of such information and materials, and you further agree
that OHR is free to use any ideas, concepts or know-how that
you or individuals acting on your behalf provide to OHR. You
further recognize that OHR does not want you to, and you
warrant that you shall not, provide any information or
materials to OHR that is libelous, defamatory, threatening,
obscene, harassing, or otherwise unlawful, or that
incorporates the proprietary material of another.
You are
responsible for maintaining the confidentiality of Your user
name and password, if any.
4. Term, Termination, Updates
4.1 Term.
The Terms will be effective immediately upon Your acceptance
as demonstrated by Your continued use of any of the Sites or
Services and will remain effective until terminated by OHR as
set out below.
4.2
Termination. OHR MAY SUPSEND, TERMINATE, MODIFY, OR DELETE
YOUR ACCOUNT AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR
WITHOUT NOTICE. By way of explanation, and not in limitation
of the foregoing, most such terminations are the result of
violations of this EULA, or accounts that are inactive for
more than one year.
4.3
Consequences of Termination. Upon termination of this
Agreement: (a) all licenses and rights to use the OHR
Services, notwithstanding the Systoc or StolaSystem license
agreement where applicable, shall immediately terminate; (b)
You will immediately cease any and all use of the OHR Sites
and Services; and (c) You will immediately remove the OHR
Materials from all hard drives, servers, networks and other
storage media and destroy all copies of the OHR Materials in
Your possession or under Your control.
5. Limitation of Damages; Indemnity
5.1 No
Warranties.
THIS SITE,
THE INFORMATION AND MATERIALS ON THE SITE, AND THE SOFTWARE
MADE AVAILABLE ON THE SITE, ARE PROVIDED "AS IS" WITH NO
WARRANTIES WHATSOEVER; INCLUDING, WITHOUT LIMITATION,
WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE,
NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR ANY
PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR THE
EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY
NOT APPLY TO YOU.
5.2 No
Liability.
YOU
ACKNOWLEDGE AND AGREE THAT OHR, ITS AFFILIATES, ITS LICENSORS
AND THE OHR STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR
ARISING FROM YOUR USE OF, OR INABILITY FOR ANY REASON TO USE
OR ACCESS THE MATERIALS, AS SET FORTH BELOW. YOUR ONLY RIGHT
OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH
THE MATERIALS IS TO IMMEDIATELY DEINSTALL AND CEASE USE OF
THE MATERIALS. IN NO EVENT SHALL OHR OR ANY OF ITS AFFILIATES
OR SUBSIDIARIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER
DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS,
BUSINESS INTERRUPTION, LOSS OF INFORMATION OR PROGRAMS OR
OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM) ARISING OUT OF
OR RELATED TO THE USE OF, OR THE INABILITY TO USE, THE
CONTENT, MATERIALS, AND FUNCTIONS OF THE SITE OR ANY LINKED
WEBSITE, EVEN IF OHR IS EXPRESSLY ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
5.3
Disclaimer.
THE MATERIALS MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL
ERRORS. OHR DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF
THE MATERIALS, THE AVAILABILITY OF THE PRODUCTS, OR THE
RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER
INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE SITE. YOU
ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, ADVICE,
STATEMENT, MEMORANDUM, OR INFORMATION SHALL BE AT YOUR SOLE
RISK. OHR MAY, BUT SHALL NOT BE REQUIRED TO, UPDATE THE
MATERIALS AND/OR CORRECT ANY ERRORS OR OMISSIONS IN ANY
PORTION OF ANY OF THE SITES.
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5.4
Changes. OHR reserves the right, in its sole discretion, to
change, modify, add or remove any portion of these terms and
conditions in whole or in part, at any time, without notice.
Your continued use of the Site after any changes to these
terms and conditions are posted will be considered acceptance
of those changes.
OHR may
terminate, change, suspend or discontinue any aspect of the
OHR Site, including the availability of any features of the
Site, at any time. OHR may also impose limits on certain
features and services or restrict your access to parts or all
of the Site without notice or liability. OHR may terminate the
authorization, rights and license given above and, upon such
termination, you shall immediately destroy all Materials in
your possession or under your control.
6. Miscellaneous
6.1 Entire
Agreement. The Terms, together with the Privacy Policy,
constitute the entire agreement between OHR and you with
respect to your use of the Site. The Terms may not be amended
or waived without the prior written consent of OHR. Any cause
of action you may claim with respect to your use of the Site
must be commenced within one (1) year after the claim or cause
of action arises. If for any reason a court of competent
jurisdiction finds any provision of the Terms or portion
thereof, to be unenforceable, that provision shall be enforced
to the maximum extent permissible so as to affect the intent
of the Terms, and the remainder of the Terms shall continue in
full force and effect.
6.2 Partial
Invalidity. If any provision of the Terms, or any part of a
provision, is found by any court or administrative body of
competent jurisdiction to be illegal, invalid or
unenforceable, and the provision (or part-provision) in
question is not of a fundamental nature to the Terms as a
whole, the legality, validity or enforceability of the
remainder of the Terms (including the remainder of the term
which contains the relevant provision) shall not be affected.
6.3
Assignment. You are not allowed to assign the Terms or any
rights hereunder. OHR is allowed at its sole discretion to
assign the Terms or any rights hereunder to any third party,
without giving prior notice.
6.4
International Users and Choice of Law. This Site is
controlled, operated and administered by OHR principally from
its Maine office. OHR makes no representation that materials
at this site are appropriate or available for use at other
locations outside of the United States and access to them from
territories where their contents are illegal is prohibited.
You may not use the Site or export the Materials in violation
of U. S. export laws and regulations. If you access this Site
from a location outside of the United States, you are
responsible for compliance with all local laws. The Terms
shall be governed by the laws of the State of Maine, without
giving effect to its conflict of laws provisions. Any dispute
arising out of or in connection with the Terms or your use of
the Site shall be adjudicated exclusively in the state or
federal courts of the State of Maine and you hereby consent to
the personal jurisdiction and venue of such courts.
YOU
EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND
UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET
FORTH HEREIN. BY CONTINUING TO USE THIS SITE, YOU EXPRESSLY
CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO
OHR THE RIGHTS SET FORTH HEREIN.