MedCompli Terms of Service

1. Your relationship with MEDCOMPLI

1.1 Your use of MEDCOMPLI’s products, software, services and web sites (referred to collectively as the “Services” in this document, and excluding any services provided to You by MEDCOMPLI under a separate written agreement, is subject to the terms of a legal agreement between You and MEDCOMPLI. “MEDCOMPLI” means MEDCOMPLI, Inc., whose principal place of business is at 13000 Tech City Circle, Suite 316, Alachua, FL. 32615 United States. This document explains how the agreement is made up, and sets out some of the terms of that agreement.

1.2 Unless otherwise agreed in writing with MEDCOMPLI, Your agreement with MEDCOMPLI will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.

1.3 Your agreement with MEDCOMPLI will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for You to read either within, or through Your use of, that Service.

1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between You and MEDCOMPLI in relation to Your use of the Services. It is important that You take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.

1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.

2. Accepting the Terms

2.1 In order to use the Services, You must first agree to the Terms. You may not use the Services if You do not accept the Terms.

2.2 You can accept the Terms by:

(A) clicking to accept or agree to the Terms, where this option is made available to You by MEDCOMPLI in the user interface for any Service; or

(B) by actually using the Services. In this case, You understand and agree that MEDCOMPLI will treat Your use of the Services as acceptance of the Terms from that point onwards.

2.3 You may not use the Services and may not accept the Terms if (a) You are not of legal age to form a binding contract with MEDCOMPLI, or (b) You are a person barred from receiving the Services under the laws of the United States or other countries including the country in which You are resident or from which You use the Services.

2.4 Before You continue, You should print off or save a local copy of the Universal Terms for Your records.

3. Language of the Terms and Definitions

3.1 Where MEDCOMPLI has provided You with a translation of the English language version of the Terms, then You agree that the translation is provided for Your convenience only and that the English language versions of the Terms will govern Your relationship with MEDCOMPLI.

3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

3.3 Definitions

“Affiliate” means a legal entity with whom MEDCOMPLI has a contractual relationship to resell or white brand the Services provided herein.“Content” means all electronic data or information submitted by You to the Purchased Services.“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.“MEDCOMPLI” means MEDCOMPLI, Inc. and any subsidiary or Affiliate thereof.“Order Form” means the ordering documents for purchases hereunder, including addenda thereto, that are entered into between You and MEDCOMPLI from time to time. Order Forms shall be deemed incorporated herein by reference.“Purchased Services” means Services that You or an authorized agent purchase under an Order Form or Statement of Work.“We,” “Us” or “Our” means MEDCOMPLI and its Affiliates and subsidiaries providing Services pursuant to this Agreement.“You” or “Your” means the company or other legal entity for which You are accepting this Agreement, and Affiliates and Users of that company or entity.“Users” means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been purchased, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents; or third parties with which You transact business.

4. Provision of the Services by MEDCOMPLI

4.1 MEDCOMPLI has subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these companies will be providing the Services to you on behalf of MEDCOMPLI itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to You.

4.2 MEDCOMPLI and/or its Affiliates and Subsidiaries shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

4.3 Unless otherwise specified in the applicable Order Form, (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.

4.4 MEDCOMPLI is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which MEDCOMPLI provides may change from time to time without prior notice to You.

4.5 MEDCOMPLI shall: (i) provide to You basic support for the Purchased Services at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.

4.6 You acknowledge and agree that while MEDCOMPLI may not currently have set a fixed upper limit on the number of transmissions You may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by MEDCOMPLI at any time, at MEDCOMPLI’s discretion.

5. Use of the Services by You

5.1 In order to access certain Services, You may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of Your continued use of the Services. You agree that any registration information you give to MEDCOMPLI will always be accurate, correct and up to date.

5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by MEDCOMPLI, unless you have been specifically allowed to do so in a separate agreement with MEDCOMPLI. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.

5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services) and that you will not store or transmit Malicious Code.

5.5 Unless you have been specifically permitted to do so in a separate agreement with MEDCOMPLI, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

5.6 You agree that you will not use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.

5.7 You agree that you are solely responsible for (and that MEDCOMPLI has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which MEDCOMPLI may suffer) of any such breach.

6. Your passwords and account security

6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

6.2 Accordingly, you agree that you will be solely responsible to MEDCOMPLI for all activities that occur under your account.

6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify MEDCOMPLI immediately at support@medcompli.atlassian.net.

7. Fees and Payment for Purchased Services

7.1. User Fees. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in United States dollars (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.

7.2. Invoicing and Payment. You will provide MEDCOMPLI with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to MEDCOMPLI. If You provide credit card information to MEDCOMPLI, You authorize Us to charge such credit for all Services listed in the Order Form for the subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, MEDCOMPLI will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services.

7.3. Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

7.4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

7.5. Payment Disputes. We shall not exercise Our rights under Section 7.3 (Overdue Charges) or 7.4 (Suspension of Service and Acceleration) if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.

7.6. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If MEDCOMPLI has the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, MEDCOMPLI is solely responsible for taxes assessable against it based on Our income, property and employees.

8. Privacy and your personal information

8.1 For information about MEDCOMPLI’s data protection practices, please read MEDCOMPLI’s privacy policy at Privacy Policy | MedCompli. This policy explains how MEDCOMPLI treats your personal information, and protects your privacy, when you use the Services.

8.2 You agree to the use of your data in accordance with MEDCOMPLI’s privacy policies.

9. Content in the Services

9.1 You understand that all Content which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such Content originated.

9.2 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.

9.3 You agree that you are solely responsible for (and that MEDCOMPLI has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which MEDCOMPLI may suffer) by doing so.

10. Proprietary rights

10.1 You acknowledge and agree that MEDCOMPLI (or MEDCOMPLI’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by MEDCOMPLI and that you shall not disclose such information without MEDCOMPLI’s prior written consent.

10.2 Unless you have agreed otherwise in writing with MEDCOMPLI, nothing in the Terms gives you a right to use any of MEDCOMPLI’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

10.3 Other than the limited license set forth in Section 12, MEDCOMPLI acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with MEDCOMPLI, you agree that you are responsible for protecting and enforcing those rights and that MEDCOMPLI has no obligation to do so on your behalf.

10.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

10.5 Unless you have been expressly authorized to do so in writing by MEDCOMPLI, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

10.6 MEDCOMPLI shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.

10.7. MEDCOMPLI provides the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with MEDCOMPLI to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

11. License from MEDCOMPLI

11.1 MEDCOMPLI gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by MEDCOMPLI as part of the Services as provided to you by MEDCOMPLI (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by MEDCOMPLI, in the manner permitted by the Terms.

11.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by MEDCOMPLI, in writing.

11.3 Unless MEDCOMPLI has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

12. Content license from you

12.1 You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give MEDCOMPLI a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. This license is for the sole purpose of enabling MEDCOMPLI to display, distribute and promote the Services to Your Users and may be revoked for certain Services as defined in the Additional Terms of those Services.

12.2 You understand that MEDCOMPLI, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit MEDCOMPLI to take these actions.

12.3 You confirm and warrant to MEDCOMPLI that you have all the rights, power and authority necessary to grant the above license.

13. Software updates

13.1 The Software which you use may automatically download and install updates from time to time from MEDCOMPLI. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit MEDCOMPLI to deliver these to you) as part of your use of the Services.

14. Term and Termination

14.1 This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated.

14.2 A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

14.3 Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

14.4 MEDCOMPLI may at any time, terminate its legal agreement with you if:

(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

(B) MEDCOMPLI is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or

(C) the Affiliate with whom MEDCOMPLI offered the Services to you has terminated its relationship with MEDCOMPLI or ceased to offer the Services to you; or

(D) MEDCOMPLI is transitioning to no longer providing the Services to users in the country in which You are resident or from which you use the service; or

14.5 Nothing in this Section shall affect MEDCOMPLI’s rights regarding provision of Services under Section 4 of the Terms.

14.6 Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, MEDCOMPLI will make available to You for download a file of Your Content in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, MEDCOMPLI shall have no obligation to maintain or provide any of Your Content and shall thereafter, unless legally prohibited, delete all of Your Content in Our systems or otherwise in MEDCOMPLI’ possession or under Our control.

14.7 The following provisions shall survive the termination of this Agreement: Section 7, Section 10, Section 14, Section 15, Section 16, Section 17, Section 21 and Section 22.

15. EXCLUSION OF WARRANTIES

15.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

15.3 IN PARTICULAR, MEDCOMPLI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,

(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

15.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

15.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MEDCOMPLI OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

15.6 MEDCOMPLI FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

16. LIMITATION OF LIABILITY

16.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 15.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT MEDCOMPLI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;

(II) ANY CHANGES WHICH MEDCOMPLI MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);

(IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;(III) YOUR FAILURE TO PROVIDE MEDCOMPLI WITH ACCURATE ACCOUNT INFORMATION;

(V) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

16.2 THE LIMITATIONS ON MEDCOMPLI’S LIABILITY TO YOU IN PARAGRAPH 16.1 ABOVE SHALL APPLY WHETHER OR NOT MEDCOMPLI HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

17. Mutual Indemnification

17.1. Indemnification by MEDCOMPLI. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give MEDCOMPLI written notice of the Claim; (b) give MEDCOMPLI sole control of the defense and settlement of the Claim (provided that MEDCOMPLI may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to MEDCOMPLI all reasonable assistance, at Our expense.

17.2. Indemnification by You. You shall defend Us against any Claim made or brought against Us, by a third party alleging that Your Content, or Your use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, US in connection with any such Claim; provided, that We (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at Our expense.

17.3. Exclusive Remedy. This Section 17 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.

18. Copyright and trade mark policies

18.1 You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is MEDCOMPLI’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers upon receipt of proper notification to MEDCOMPLI by the copyright owner or the copyright owner’s legal agent.

If you are a copyright owner or an agent thereof and believe any Content or other posted information infringes upon your copyrights, you may submit a notification of claimed infringement under the Digital Millennium Copyright Act (“DMCA”) containing the following information:(i) A physical or electronic signature of a person authorized to act on behalf of the owner of a copyright interest that is allegedly infringed;(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a representative list of such works;(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;(v) A statement that you have a good faith belief that the disputed use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and(vi) A statement that the information in the notification is accurate, and made under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our Designated Copyright Agent to receive notifications of claimed infringement is:Timothy Robinson, Esq.; telephone number: 603-929-5078, Ext. 101; email: trobinson@millennium-mis.com. C/O MEDCOMPLI, 100 International Drive, Portsmouth, NH 03801. Please send only DMCA notices to our Designated Agent. You acknowledge that if you fail to comply with all of the above requirements of this Section, your DMCA notice may not be valid.

19. Other content

19.1 Content provided through the Services may include hyperlinks to other web sites or content or resources. MEDCOMPLI may have no control over any web sites or resources which are provided by companies or persons other than MEDCOMPLI.

19.2 You acknowledge and agree that MEDCOMPLI is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

19.3 You acknowledge and agree that MEDCOMPLI is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

20. Changes to the Terms

20.1 MEDCOMPLI may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, MEDCOMPLI will make a new copy of the Universal Terms available at http://www.millennium-mis.com/MedCompli-terms-use and any new Additional Terms will be made available to You from within, or through, the affected Services.

20.2 You understand and agree that if You use the Services after the date on which the Universal Terms or Additional Terms have changed, MEDCOMPLI will treat Your use as acceptance of the updated Universal Terms or Additional Terms.

21. Confidentiality

21.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (” Disclosing Party”) to the other party (” Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Content; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Content) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

21.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

21.3. Protection of Your Content. Without limiting the above, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Content. We shall not (a) modify Your Content, (b) disclose Your Content except as compelled by law in accordance with Section 19.4 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Content except to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters.

21.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

22. General legal terms

22.1 Sometimes when You use the Services, You may (as a result of, or through your use of the Services) use a service or download a piece of software which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between You and the company or person concerned. If so, the Terms do not affect Your legal relationship with these other companies or individuals.

22.2 The Terms constitute the whole legal agreement between You and MEDCOMPLI and govern Your use of the Services (but excluding any services which MEDCOMPLI may provide to You under a separate written agreement), and completely replace any prior agreements between You and MEDCOMPLI in relation to the Services.

22.3 You agree that MEDCOMPLI may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

22.4 You agree that if MEDCOMPLI does not exercise or enforce any legal right or remedy which is contained in the Terms (or which MEDCOMPLI has the benefit of under any applicable law), this will not be taken to be a formal waiver of MEDCOMPLI’s rights and that those rights or remedies will still be available to MEDCOMPLI.

22.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

22.6 You acknowledge and agree that each member of the group of companies of which MEDCOMPLI is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

22.7 The Terms, and Your relationship with MEDCOMPLI under the Terms, shall be governed by the laws of the State of New Hampshire without regard to its conflict of laws provisions. You and MEDCOMPLI agree to submit to the exclusive jurisdiction of the courts located within the county of Rockingham, New Hampshire to resolve any legal matter arising from the Terms. Notwithstanding this, You agree that MEDCOMPLI shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.