MedsFile.com, LLC

Terms and Conditions of Service

IMPORTANT—READ CAREFULLY: These Terms and Conditions are a legal contract between you (an individual) ("You") and MedsFile.com, LLC, a Georgia limited liability company ("MedsFile.com") for the use of the MedsFile.com website for certain web-based electronic filing and retrieval services, which includes computer software and, as applicable, associated media, printed materials and "online" or electronic documentation (collectively, the "Service").

BY REGISTERING FOR USE OF THE SERVICE, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO SUCH TERMS AND CONDITIONS, DO NOT INSTALL OR USE THIS APPLICATION OR THE SERVICE, AND EXIT NOW.

TERMS AND CONDITIONS

Release Date – July 13, 2005

Last Updated – January 8, 2008

Service and Registration. As the Service, MedsFile.com shall provide You with access to the MedsFile.com website for purposes of entering, viewing, changing and printing the transmitted patient data. By registering for the Service, You certify that the information provided on the registration form is accurate and pertains only to You. MedsFile.com reserves the right to deactivate or suspend use of the Service for any reason.

Security. The Service allows you to record limited amounts of personal health information on a voluntary basis on servers maintained by MedsFile.com or on its behalf. MedsFile.com is structured to allow access only to visitors with a valid password. Whenever you submit or modify your information in your MedsFile.com personal health record, we will send such information over the Internet using encryption technology (Secure Socket Layer (SSL) software). The information you submit to MedsFile.com will be stored on a separate server as an additional security precaution. However, we do not warrant or represent that the information you submit to MedsFile.com will be protected against, loss, misuse, or alteration by third parties.

Ownership. MedsFile.com is the owner of all intellectual property rights, including patent, trademark, copyright, and trade secret rights, in the Service, MedsFile.com proprietary software (the "Software"), any associated media, printed materials and "online" or electronic documentation (the "Documentation"), any templates, data or information developed by MedsFile.com, and any techniques and ideas embodied and expressed in the foregoing, including, without limitation, the structure, sequence, and organization of the Software.

Scope of Use; Compliance with Laws. The Services may be used by You only for your individual requirements in relation to viewing patient data and for no other purpose.

Restrictions. You agree not to (i) sublicense, license, rent, sell, loan, give or otherwise distribute all or any part of the Services to any third party, (ii) reverse engineer, disassemble, decompile, modify, or alter the Software or any copy thereof, in whole or in part, or (iii) take any action that imposes an unreasonable load on the site's infrastructure or use any device, software or routine to interfere or attempt to interfere with the proper working of the site or any activity being conducted on the site.

Your Obligations. You are solely responsible for procuring, installing and maintaining any equipment, computer programs and communication services required in connection with the use and access of the Service.

Controls. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your MedsFile.com record, password or account. It is your sole responsibility to (1) control the dissemination and use of activation codes and passwords, (2) authorize, monitor, and control access to and use of your personal health records account and password, and (3) promptly inform MedsFile.com of any need to deactivate a password. You grant MedsFile.com and all other persons or entities involved in the operation of the site the right to transmit, monitor, retrieve, store and use your information in connection with the operation of the MedsFile.com personal health record. MedsFile.com cannot and does not assume any responsibility or liability for any information you submit to MedsFile.com or your or third parties' use or misuse of information transmitted or received using the MedsFile.com personal health record.

Disclaimer. You acknowledge that (i) any collection and compilation of data entails the likelihood of some human and machine errors, omissions, delays, interruptions and losses, including inadvertent loss of data or damage to media, which may give rise to loss or damage and (ii) You are solely responsible for the accuracy and integrity of your own data, reports, documentation and security. Your exclusive remedy, and MedsFile.com's sole obligation, in the event of any warranty claim or any other contract deficiency shall be for MedsFile.com to repair or replace the defect or, if such repair or replacement is not provided or does not correct the defective item, to refund an equitable part of your payments for the defective item determined in reference to prior use and impact of the defect. MedsFile.com does not warrant that Services will be uninterrupted or error free or that they will meet all your needs.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND BY MEDSFILE.COM. MEDSFILE.COM DOES NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SERVICES, OR THAT ANY DATA SENT BY OR TO YOU WILL BE TRANSMITTED IN UNCORRUPTED FORM OR WITHIN A REASONABLE PERIOD OF TIME. ALL REPRESENTATIONS, WARRANTIES, ENDORSEMENTS AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE OR NON-INFRINGEMENT AND ANY IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS OF FITNESS FOR A PURPOSE, MERCHANTABLE QUALITY, DURABILITY, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY EXCLUDED. MEDSFILE.COM SHALL HAVE NO LIABILITY TO YOU OF ANY KIND WITH RESPECT TO ANY SERVICE PROVIDED BY ANY THIRD PARTY THROUGH MEDSFILE.COM OR IN CONJUNCTION WITH MEDSFILE.COM'S SERVICES. YOUR RECOURSE IN THE EVENT OF ANY SUCH CLAIM WITH RESPECT TO ANY SERVICE SHALL BE SOLELY AGAINST SUCH PARTY.

Limitation of Liability.
1. In no event shall the aggregate liability of MedsFile.com exceed the total amount of fees theretofore paid by You to MedsFile.com relating to the affected Services.
2. MEDSFILE.COM SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF ANY SERVICES. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MEDSFILE.COM BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, DAMAGES FOR LOSS OF REVENUES, CORRUPTION OR LOSS OF DATA, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, PROBLEMS ASSOCIATED WITH ANY APPLICATIONS USED IN CONJUNCTION WITH THE SOFTWARE, DOWNTIME COSTS, LOSS OF THE USE OF THE SERVICES, OR ANY ASSOCIATED PRODUCTS, COST OF SUBSTITUTE GOODS, FACILITIES, OR SERVICES, COST OF CAPITAL, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SERVICES, SOFTWARE OR ANY THIRD PARTY SOFTWARE, EVEN IF MEDSFILE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MEDSFILE.COM SHALL BE LIABLE TO YOU AS EXPRESSLY PROVIDED IN THIS AGREEMENT BUT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHALL HAVE NO OTHER OBLIGATION, DUTY, OR LIABILITY WHATSOEVER IN CONTRACT, TORT, OR OTHERWISE TO YOU INCLUDING ANY LIABILITY FOR NEGLIGENCE OR STRICT LIABILITY. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION BY YOU INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN.
3. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE FIRST TO OCCUR OF (I) THE TERMINATION OR EXPIRATION OF THIS AGREEMENT OR (II) THE EVENT GIVING RISE TO SUCH CAUSE OF ACTION.
Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long a given warranty may last, so the above limitations may not apply to you.

Force Majeure. Notwithstanding any other provision of this Agreement, MedsFile.com shall not be deemed in default of this Agreement or responsible for failures to fulfill its obligations hereunder when due to causes beyond its reasonable control, including, without limitation, if website hosting and related services are provided to You through MedsFile.com by a third party, and such third party ceases to provide such services, failures or interruptions of communications facilities or equipment of third parties, labor strikes or slowdowns, shortages of resources or materials, natural disasters, world events, delay or disruption of shipment or delivery, trespass or interference of third parties, or similar events or circumstances.

Miscellaneous.
1. Changes MedsFile.com reserves the right to make changes to MedsFile.com and our Terms and Conditions of Service. We encourage you to review the web site and these terms periodically for any updates or changes. Your continued access or use of MedsFile.com shall be deemed your acceptance of these Terms and Conditions of Service and any changes and the reasonableness of these standards for notice of changes.
2. Attorney's Fees. In any lawsuit arising out of, based upon, or relating to, the Services or these Terms and Conditions of Service, the prevailing party will be entitled to recover all reasonable costs, expenses, and attorney’s fees actually incurred by the prevailing party.
3. No Waiver. No failure or delay of either party to exercise any rights or remedies under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any rights or remedies preclude any further or other exercise of the same or any other rights or remedies, nor shall any waiver of any rights or remedies with respect to any circumstances be construed as a waiver thereof with respect to any other circumstances.
4. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
5. Governing Law. This Agreement shall be governed and construed and enforced in accordance with the laws of the state of Georgia, without regard to its conflict and choice of law provisions.
6. Arbitration. All disputes or disagreements which may arise under or pursuant to this Agreement shall be settled on the written demand of either party hereto by final and binding arbitration to be conducted in Atlanta, Georgia in accordance with the rules of the American Arbitration Association before an independent arbitrator to be appointed by the Atlanta, Georgia Office of the American Arbitration Association; provided, however, that the parties to any such arbitration shall have the right to discovery to the fullest extent provided in the Federal Rules of Civil Procedure.
7. Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to MedsFile.com by personal delivery, confirmed facsimile transmission, certified mail, postage prepaid, or recognized overnight delivery service, addressed to the other party as follows:
  
  MedsFile.com, LLC
  Attention: Legal Services
  3225 Cumberland Blvd.
  Suite 350
  Atlanta, GA 30339
  
  or Fax: 770.433.1701
8. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.