NorthPoint Domain Inc.
1. ACKNOWLEDGEMENT AND ACCEPTANCE OF TERMS OF SERVICE.
BY USING THE DOMAIN SERVICE, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS, DO NOT ACCESS THE DOMAIN SERVICE.
2. ELIGIBILITY FOR MEMBERSHIP.
The Domain Service is available to hospitals, clinics, medical practices, and other business entities (each, aPractice) that can form legally binding contracts under applicable law. The Domain Service is also available to health care professionals affiliated with the Practices (Health Care Professionals) and patients within each Practice (collectively, Members). If you do not qualify, please do not attempt to use the Domain Service. In the event that a Health Care Professional is no longer an authorized representative of the Practice, (whether due to termination of employment or otherwise), the Practice shall notify NPD immediately and in writing, of the removal of such Health Care Professional as a Member, as well as the effective date of any such renewal or appointment. Upon issuance of a reply notice by NPD acknowledging the change in NPD's authorization records, such former Health Care Professional shall no longer be deemed to be a Member. NPD will be entitled to rely on any notice received by it from a Practice. NPD may refuse to offer its Domain Service to anyone and may change its criteria for Membership, at any time, in its sole discretion.
In order to participate in the Domain Service, the Member must: (1) provide all equipment, including a computer and modem, necessary to establish a connection to the World Wide Web; (2) provide for Member's own access to the World Wide Web; (3) pay any telephone or other service fees associated with such access; (4) provide certain current, complete, and accurate information about Member as prompted to do so by the sign up process; and (5) maintain and update such registration information (Member Profile) as required to keep such information current, complete and accurate. If any information that Member provides in its Member Profile is untrue, inaccurate, not current or incomplete, NPD retains the right to terminate Member's account and Member's rights to use the Domain Service.
4. MEMBERS, PASSWORD AND SECURITY, SECURITY OF PASSWORDS.
Access to and use of the Domain Service is through a combination of a unique user name and a password (collectively, ID). Each Member will choose his or her own unique ID. Each Member is responsible for maintaining the confidentiality of his or her own ID. Furthermore, each Member is entirely responsible for any and all activities that occur with the use of his or her ID, and a Practice is entirely responsible for any and all activities of its Members. Member agrees to immediately notify NPD of any unauthorized use of the Domain Service or a Member's account (including unauthorized use of an ID by any employee, agent, or representative of the Practice who is not is a Member) or any other breach of security known to Member, it being understood that the Member's knowledge shall be imputed to the Practice. Unauthorized access to the Domain Service, or to the telecommunications or computer facilities used to deliver the Domain Service, is a breach of the Terms and is a violation of law. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall access the Website by using your password. It is your sole responsibility to: (1) control the dissemination and use of your password; (2) authorize, monitor, and control access to and use of the Website by your password; (3) promptly inform NPD of any need to deactivate your password or of any unauthorized use of your password.
6. USE OF CONTENT.
Member acknowledges that the contents of the Website include without limitation the text, graphics, images, sound files, animation files, video files and any other materials (the Content). Copyright, trademarks, service marks, patents or other proprietary agreements and laws protect the Content and Member is only permitted to use the Content as expressly authorized by NPD or the Advertiser, as applicable. The name "NorthPoint Domain", "Cardiology Domain", Vascular Domain", "Urology Domain" and the logos are proprietary trademarks and service marks of NPD. These Terms do not transfer any right, title, or interest in the Content to Member. Member may not sell or modify any content or reproduce, display publicly or otherwise use the Content in any way for any public or commercial purpose. Member may download, view, copy and print the Content, subject to the following: (a) the Content may be used solely for personal, informational, or internal business purposes; (b) any and all copyright, trademark and other proprietary rights notices must appear on all copies; (c) the Content may not be modified or altered in any way; and (d) no graphics may be used separate from accompanying text. Permission to reprint or electronically reproduce any document or graphic, in whole or in part, for any other purpose is expressly prohibited without prior written consent from NPD. Any use of the Content, except as permitted herein, is a breach of these Terms and may violate copyright, trademark, and other laws. All rights not expressly granted to you herein are reserved to NPD. Any questions regarding use of the Content should be directed to email@example.com.
7. MEMBER CONDUCT.
A. No Illegal or Deceptive Acts. Member agrees:
- to abide by all applicable local, state, national, and international laws and regulations in Member's use of the Domain Service;
- not to impersonate any person or entity or falsely state or otherwise misrepresent Member's affiliation with a person or entity, including whether Member represents a Practice or is its Member;
- to comply with all laws regarding the transmission of technical data (including without limitation encryption) exported from the United States through the Domain Service;
- not to use the Domain Service for illegal purposes
- to comply with all regulations, policies and procedures of networks connected to the Domain Service; and
- not to use the Domain Service to collect or harvest personal information, including, without limitation, financial information, about other Members of the Domain Service.
B. Libelous or Scandalous Materials. Member agrees:
- not to post, promote or transmit through the Domain Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind or nature;
- not to transmit or post any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation;
- that NPD neither endorses the content of any Member communications, postings or data nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained in such materials, or any crime facilitated by use of this Website.
C. System Integrity. Member agrees:
- not to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;
- not to interfere or disrupt networks connected to the Domain Service;
- not to use any device, software or routine or attempt to interfere with the proper functioning of the NPD site or any transactions being offered at this Website;
- not to take any action that imposes an unreasonable or disproportionately large load on NPD's infrastructure.
D. Copyright Infringement.
In the event that Member posts or makes accessible communications or other materials that infringe the copyrights of a third party, NPD shall terminate Member's access to the Domain Service in accordance with NPD's copyright infringement policy pursuant to the Digital Millenium Copyright Act which is located below. NPD maintains a special email address for notifications of claimed infringement concerning materials. All correspondence should be addressed to NPD's "Designated Agent to Receive Notification of Claimed Infringement" at firstname.lastname@example.org or at NPD Domain, Inc., One Joy Street, Boston, MA 02108. Members may contact NPD with complaints regarding allegedly infringing posted material and NPD will investigate those complaints. If the posted material is believed in good faith by NPD to violate any applicable law, NPD will remove or disable access to any such material and NPD will notify the posting Member that the material has been blocked or removed in accordance with its copyright infringement policy.
NPD may, at its sole discretion, immediately terminate Member's access to the Domain Service should Member's conduct fail to conform with any provision of this Section 8. Some of the foregoing prohibited acts are also punishable by law.
NPD reserves the right to take any action it deems necessary to protect the personal safety of our Members or the public. NPD has no liability or responsibility to Members of the Website or any other person or entity for performance or nonperformance of the aforementioned activities.
The Content is for informational purposes only. In view of the possibility of error by the authors, editors, or publishers of the works contained on the Website, neither NPD nor any other party involved in the preparation of material contained on the Website represents, warrants or assumes any obligation to assure that the Website or Content is reliable, timely, accurate or complete. When using the Website, information will be transmitted over a medium that is beyond the control and jurisdiction of NPD. Accordingly, NPD assumes no liability resulting or arising out of the delay, failure, interruption, or corruption of any information transmitted in connection with the use of the Website. We make no claims that the Website is appropriate for access or use outside the U.S. Your access and/or use of our site outside the U.S. is at your own risk, and you are responsible for compliance with the laws of your jurisdiction.
A. No Medical Advice.
The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Patients and consumers reading articles posted on the Website should review the information carefully with their professional health care provider. If you need medical advice or other health care assistance, you should consult with a qualified healthcare provider. You should never disregard professional medical advice or delay in seeking it because of something you have read on the Website. Your reliance upon Content obtained by you at or through the Website is solely at your own risk.
B. No Endorsements.
Some of the Content may contain the names of certain doctors or other healthcare providers. NPD does not endorse any particular doctor or healthcare provider.
C. Information from other sites - Partners.
The Website may provide links and pointers to other sites on the Internet (Third Party Sites). NPD has not investigated the content of information provided on Third Party Sites and does not warrant the accuracy, completeness, reliability or timeliness of such information or the performance of the Third Party Sites. NPD's inclusion of links to Third Party Sites does not imply any endorsement of the material on such sites or any association with their operators. Member acknowledges and agrees that NPD is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Member agrees that NPD shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products or services available on such external sites or resources.
THE SITE AND THE CONTENT ARE MADE AVAILABLE AND DISTRIBUTED ON AN "AS IS" BASIS. NORTHPOINT DOMAIN INC, THE SUBSCRIBING PRACTICE, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT USE OF THE SITE AND CONTENT IS AT YOUR SOLE RISK.
9. EXCLUSION OF DAMAGES/LIMITATION ON NORTHPOINT'S LIABILITY.
The total liability of NPD, Subscribing Practice, and their officers, directors, employees, agents, information providers or suppliers, if any, for losses or damages shall be your actual damages not to exceed $1,000.00. In no event shall NPD, Subscribing Practice, nor their officers, directors, employees, agents, information providers or suppliers be liable for any direct or indirect, special, incidental, personal injury/wrongful death, lost profits, lost data, business interruption, consequential or punitive damages or losses resulting or arising from any use of or inability to use the Website or Content, whether based on warranty, contract, tort, or any other legal theory and whether NPD, Subscribing Practice, and their officers, directors, employees, agents, information providers or suppliers have been advised of the possibility of such damages. Any claims arising from your use of the Website or its Contents must be brought within one (1) year of the date following the event giving rise to such action. Remedies under these Terms are exclusive and are limited to those expressly provided for in these Terms. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO MEMBER.
You agree to defend, indemnify and hold NPD, Subscribing Practice, and their officers, directors, employees, affiliates, agents, licensors, and suppliers harmless against and from any and all claims, actions, liability, and expenses (including settlements, judgments, court costs, and reasonable attorneys' and accountants' fees, regardless of the outcome of such claim or action) caused by, arising out of, resulting from, your breach or violation of these Terms. Upon notice from NPD or Subscribing Practice, you will resist and defend at your own expense, and by counsel reasonably satisfactory to NPD and Subscribing Practice, any such claim or action. In the event that you become aware of any alleged violation of these Terms or cause of action against NPD or Subscribing Practice, you will promptly provide NPD and Subscribing Practice written notice containing sufficient information to identify the name and address of the allegedly injured person, the place and circumstances of the alleged incident and the names and addresses of available witnesses. You agree to cooperate with NPD and Subscribing Practice in the defense of any claim at no charge to NPD and/or Subscribing Practice.
11. GOVERNING LAW AND VENUE.
These Terms shall be governed by, and construed and enforced in accordance with, the internal substantive laws of the Commonwealth of Massachusetts, without respect to its conflict of laws principles. You irrevocably submit to the jurisdiction of any state court in Suffolk County, Massachusetts, or any courts of the United States of America located in Suffolk County, Massachusetts, and agree that all suits, actions and proceedings brought by you involving NPD, or its affiliates, subsidiaries, employees, agents, suppliers, contractors, officers, and directors shall be brought only in such courts in Suffolk County, Massachusetts. You irrevocably waive any objection you may have to the laying of the venue of any such action brought in any such court.
NPD shall be excused for failures and delays with respect to the Website arising out of any cause beyond NPD's control, including without limitation, any Act of God, war, riot or insurrection, law or regulation, strike, flood, fire, explosion. No waiver of a breach of any provision of these Terms or delay in asserting a breach will be construed to be a waiver of any other breach of these Terms, whether of a similar or dissimilar nature. NPD's rights and obligations hereunder will inure to the benefit of and be binding upon the successors and assigns of NPD without your consent. You may assign your rights or obligations under these Terms only after receiving NPD's prior written consent. These Terms supersede any and all agreements, either oral or written, between the parties hereto with respect to the subject matter. The information summary and index and the headings are for informational and reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. If you access the Website from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
13. MODIFICATIONS TO RULES AND SERVICE.
NPD may change the Terms from time to time. Upon any change in the Terms, NPD will post the amended Terms on this site. The amended Terms shall automatically become effective immediately after they are initially posted on this site and any use of the Website occurring after such date shall be subject to the amended Terms. The Terms were last revised on November 14, 2000. Member's continued use of the Domain Service after the posting of the amended Terms on this site constitutes Member's affirmative: (a) acknowledgement of the Terms and its modifications; and (b) agreement to abide and be bound by the Terms, as amended.
NPD reserves the right to modify or discontinue all or part of the Domain Service, temporarily or permanently, with or without notice to Member, and is not obligated to support or update the Domain Service. Member acknowledges and agrees that NPD shall not be liable to Member or any third party in the event that NPD exercises its right to modify or discontinue all or part of the Domain Service.
NPD may deliver notice to you under this Agreement by means of electronic mail, a general notice on the Website, or by written communication delivered by first class U.S. mail to your address on record in NPD's account information. You may give notice to NPD by electronic mail to email@example.com or by U.S. Mail postage prepaid to NorthPoint Domain, Inc., One Joy Street, Boston, MA 02108, Attention: Chief Executive Officer. Notice will be deemed made when received by NPD.