Last modified on December 7, 2016

These terms of use are entered into between you ("you") and ClinicianNexus, Inc., a Delaware corporation ("Company", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use of www.cliniciannexus.com, including any content, functionality and services offered on or through www.cliniciannexus.com (the "Website").

Please read these Terms of Use carefully before you start to use the Website. By using the Website, regardless of how accessed, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, which is incorporated herein by reference. If you do not want to agree to these Terms of Use, you are not authorized to use or access the Website.

1. Changes to Terms of Use

These Terms of Use may be changed by us from time to time and at any time without notice to you in our sole discretion. All changes are effective immediately when we post them to the Website and apply to all access to and use of the Website thereafter. You agree and accept that your continued use of the Website following any such amendment will be deemed an acceptance of the amended Terms of Use. Please check the Website and this page periodically so that you are aware of any changes, as they are binding on you.

2. User Eligibility

The Website is offered and available to users who are at least the age of majority in your jurisdiction of residence. By using the Website, you represent and warrant that meet the foregoing eligibility requirement. If you do not meet all of these requirements, you are not authorized to use or access the Website.

3. Interruptions and Omissions in Service

Whilst we try to ensure that the standard of the Website remains high and to maintain the continuity of it, errors, omissions, interruptions of service and delays may occur at any time. We will not be liable for any such errors, omissions, interruptions or delays or any ongoing obligation or responsibility to operate the Website (or any particular part of it) or to provide the service offered on the Website. We may vary the specification of the Website from time to time without notice.

4. Links to other sites; Linking to the Website

On the Website you may be offered automatic links to other sites and resources provided by third parties, which are provided for your convenience only. This includes, without limitation, links containing advertisements, including banner advertisements or sponsored links. We have no control over the contents of those sites or resources, and we do not accept any responsibility for or liability in respect of the content of those sites or resources, the owners of which do not necessarily have any connection, commercial or otherwise, with us. Using automatic links to gain access to such sites or resources is entirely at your own risk.

Any and all links to the Website must be approved by us in writing, except where: (i) the link is a non-misleading, text-only link to www.cliniciannexus.com; (ii) when activated, the link will display the Website on the full-screen and in a fully operable and navigable browser window and not within a "frame" on the linked third party site; (iii) the appearance, position, and other aspects of the link may neither create the false appearance that a third party or its activities, products or services are endorsed by, associated with or sponsored by us; and (iv) the appearance, position, and other aspects of the link does not damage or dilute the goodwill associated with our names or trademarks.

5. Your Use of the Website

You may only use the Website for lawful purposes. You must not under any circumstances seek to undermine the security of the Website or any information submitted to or available through it. In particular, but without limitation, you must not seek to access, alter or delete any information to which you do not have authorized access, seek to overload the system via spamming or flooding, take any action or use any device, routine or software to crash, delay, damage or otherwise interfere with the operation of the Website or attempt to decipher, disassemble or modify any of the software, coding or information comprised in the Website.

You are solely responsible for any information submitted by you to the Website. You are responsible for ensuring that all information supplied by you is true, accurate, up-to- date and not misleading or likely to mislead or deceive and that it is not discriminatory, obscene, offensive, defamatory or otherwise illegal, unlawful or in breach of any applicable federal, state, local or international legislation, regulations, guidelines or codes of practice, or the copyright, trademark or other intellectual property rights of any person in any jurisdiction. You are also responsible for ensuring that all information, data and files are free of viruses or other routines or engines that may damage or interfere with any system or data prior to being submitted to the Website. We reserve the right to remove any information supplied by you from the Website at our sole discretion, at any time and for any reason without being required to give any explanation.

6.  Feedback

Notwithstanding any other provision in this Agreement, if you provide any feedback, input, ideas, suggestions, or recommendations regarding the Website and/or the Company’s products or services offered by the Website (collectively, "Feedback"), Company is free to use and incorporate such Feedback in its Website, products and services, without payment of royalties or other consideration to you. You acknowledge and agree that any such Feedback is provided on a voluntary basis. Further, you agree that no Feedback provided by you shall include confidential or proprietary information that is owned by you or any other third party, or that you are compelled to keep confidential by law or otherwise. To the extent that any intellectual property is created, conceived, developed, or made during the course of or arising from your use of the Website, it shall be exclusively owned by, and is hereby assigned to, Company, whether it is based upon, makes references to, incorporates, or otherwise makes use of, in whole or in part, Feedback.

7. Information on the Website

Whilst we make every effort to ensure that the information on the Website is accurate and complete, some of the information is supplied to us by third parties and we are not able to check the accuracy or completeness of that information. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you, or by anyone who may be informed of any of its contents. We may update the Website from time to time, but its content is not necessarily complete or up-to- date. Any of the content on the Website may be out of date at any given time, and we are under no obligation to update such material.

The Website may include content provided by third parties, including materials provided by other users, third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the

Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

8. Intellectual Property Rights

The rights in content on the Website are owned by the Company, its licensors or other providers of such content and are protected by United States and international copyright, patent, trademark, trade secret and/or other intellectual property or proprietary rights laws and you agree to use the Website in a way which does not infringe these rights.

You may copy material on the Website for your own private or domestic purposes, but no copying for any commercial or business use is permitted. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a violation of these Terms of Use and may violate copyright, trademark and other laws.

9. Trademarks

The Company name, logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such names or marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Website are the trademarks of their respective owners.

10. Copyright Policy

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA") the written notice (the "DMCA Notice") must include substantially the following:

  • Your physical or electronic signature.
  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
  • A statement that the information in the written notice is accurate.
  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

11. Registration and Privacy

To access the Website or some of the resources available on the Website, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all of the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with the Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy [insert hyperlink], and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose or are provided with a user name, password or any other piece of information as part of our security procedures, you agree and acknowledge that you are solely responsible for the security and proper use of such, must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Website or portions of it using your user name, password or other security information. You must notify us immediately if you believe that your user name or password is known to someone else or if it may be used in an unauthorized way. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Use.

12. Disclaimer

THE WEBSITE, ITS CONTENTS AND THE PRODUCTS AND SERVICES AVAILABLE ON THE WEBSITE ARE PROVIDED ON AND "AS IS" AND "AS AVAILABLE" BASIS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE WEBSITE, ITS CONTENTS, ITS USES AND THE PRODUCTS AND SERVICES OFFERED ON THE WEBSITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY AND FREEDOM FROM COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13. Limitation of Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. Indemnification

You agree to indemnify, defend and hold harmless the Company, its affiliates, licensors and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any and all costs, expenses, claims, losses, liabilities or proceedings arising from use or misuse by you of the Website, your violation of these Terms of Use, or any activity related to your use of the Website. You must notify us immediately if anyone makes or threatens to make any claim against you relating to your use of the Website.

15. Choice of law and jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) are to be governed by and construed in accordance with laws of the State of Minnesota, without regard to its choice of law principles. You agree to submit to the exclusive personal jurisdiction of the state and federal courts located in Minneapolis, Minnesota to settle all matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto.

16. Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held to be invalid, illegal or unenforceable for any reason by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity of the remaining provisions, which shall remain in full forceand effect.

17. Termination

We may terminate your registration, close your account and/or deny you access to the Website or any part of it (including any services, goods or information available on or through the Website) at any time in our absolute discretion and without any explanation or notification. These Terms of Use of use shall remain in effect even after your account or ability to access the Website is terminated.

Contact Information

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