health information exchange is an online physician evaluation and comparison service. Patients' Choice offers health information on more than 700,000 practicing physicians in the United States. Patients' Choice organizes key information to help patients make informed choices in their search to independently assess particular physicians, long-term care facilities, and other providers of healthcare services (collectively, "Healthcare Providers"). The information is free of charge and is offered to the public for its non-commercial use.
To enable such assessment, the Patients' ChoiceSM
health information exchange includes profiles, objective and subjective doctor ratings
, feedback, comments, indexes, scorecards, materials and other informative details about the Healthcare Providers. The information used to drive the Patients' ChoiceSM
health information exchange will be compiled from a variety of sources, including independent surveys, our subscribers and third-party providers, then processed using various empirical algorithms, and finally arranged in a non-complicated, simple-to-use and easy-to-view arrangement.
Patients' Choice and Patients' ChoiceSM
health information exchange is provided to You by MDX Medical Inc. and/or any of its related, affiliated or subsidiary companies (collectively, "MDX"), and the following User Agreement governs Your access to and use of Patients' Choice and Patients' ChoiceSM
health information exchange, including the profiles, objective and subjective doctor ratings
, feedback, comments, indexes, scorecards, materials and other informative details about the Healthcare Providers and any other content (collectively, "Content") available on or through Patients' Choice and Patients' ChoiceSM
health information exchange. For convenience, Patients' Choice and Patients' ChoiceSM
health information exchange are referred to hereinafter collectively as Patients' Choice.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE SELECTING THE "I AGREE" BUTTON ASSOCIATED WITH THIS USER AGREEMENT OR BEFORE ACCESSING, USING OR BROWSING Patients' Choice OR ANY OF THE CONTENT.
BY CLICKING ON "I AGREE," OR BY ACCESSING, BROWSING OR USING Patients' Choice OR ANY OF THE CONTENT, YOU, ON BEHALF OF YOURSELF OR YOUR ENTITY, AS APPLICABLE, ACKNOWLEDGE THAT:
- YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT;
- YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT;
- THIS USER AGREEMENT IS THE LEGAL EQUIVALENT OF A SIGNED, WRITTEN CONTRACT BETWEEN YOU AND MDX; AND
- IF ACCESSING, BROWSING OR USING Patients' Choice OR ANY OF THE CONTENT ON BEHALF OF AN ENTITY, YOU HAVE FULL AUTHORITY TO BIND YOUR ENTITY TO ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT.
IF YOU ARE NOT WILLING TO BE OR CANNOT BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PRECEDING AGREEMENT AND ACKNOWLEDGEMENT, THEN DO NOT SELECT THE "I AGREE" BUTTON ASSOCIATED WITH THIS USER AGREEMENT OR ACCESS, BROWSE OR USE Patients' Choice OR ANY OF THE CONTENT. MOREOVER, MDX DOES NOT AND WILL NOT GRANT YOU ANY RIGHT OR LICENSE TO ACCESS, BROWSE OR USE Patients' Choice OR THE CONTENT WITHOUT YOUR WILLINGNESS AND ABILITY TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PRECEDING AGREEMENT AND ACKNOWLEDGEMENT.
You agree by accessing, browsing or otherwise using Patients' Choice, Patients' Choice and the Content are and remain the sole property of MDX or third-party providers, as applicable. Except as expressly permitted by us in writing, You agree that Your license to access, browse and/or use this Content is limited solely to a personal, revocable, nonexclusive, non-transferable license to (i) access and view Patients' Choice and the Content, and (ii) copy, download and store the Content (e.g., in a temporary cache) to enable printing and/or offline viewing of such Content solely for Your non-commercial use and not for resale or distribution to anyone else. You also agree that, with respect to any copy of the Content that You download, store and/or print, You will reproduce and include all copyright and other proprietary notices included in such Content.
Except as expressly permitted by MDX in this User Agreement or otherwise in writing, You will not copy, reproduce, modify, adapt, translate, distribute, transmit, download, upload, post, sell, rent, license, transfer, publicly perform, publicly display, mirror, frame, scrape, extract, wrap, create derivative works of, reverse engineer, decompile or disassemble any aspect of this Patients' Choice or any of the Content, in whole or in part, in any form or by any means, whether manual or automatic. Further, You may not use any metatags, metaelements, "hidden text" or other equivalents using the names "MDX Medical Inc.," "MDX", www.PatientsChoice.org
, "Patients' Choice," " Patients' ChoiceSM
or any other colorable equivalent without the prior written permission of MDX.
All remarks, suggestions, ideas, graphics, feedback, concepts, comments, illustrations and other materials (other than information given in connection with registration) that are communicated by You to MDX through Patients' Choice (together, the "Submissions") will forever be the property of MDX or any of its related, affiliated or subsidiary companies, and You waive all of Your rights, including but not limited to moral rights, therein if applicable. Accordingly, You hereby assign to MDX without compensation or further obligation, all rights now known or hereafter existing in the Submissions.
If You access, browse or use Patients' Choice on a public computer or are otherwise use a computer to which multiple people have potential access, be sure to follow all relevant instructions to ensure You are sufficiently disconnected and logged off Patients' Choice and the computer system You are using to prevent unauthorized Submissions or access to Your services account.
In addition, You agree that you are entirely responsible for any and all activities which occur under your account whether or not You are the individual who undertakes such activities. This includes any unauthorized access and/or use of Your account should You fail to sufficiently disconnect and/or log off Patients' Choice and/or the public computer system. Accordingly, You absolve and release MDX from any claim of harm resulting from a third party undertaking the activities.
MDX and/or Patients' Choice retains the right to review, or delete from Patients' Choice any Submission, which MDX in its sole discretion considers illegal, offensive, faulty, suspicious or otherwise inappropriate or violates the terms and conditions of the user agreement.
USER IDS AND PASSWORDS
Access to certain areas of Patients' Choice or the Content limited by a user identifier ("User ID") and password, which are selected and/or supplied as part of the registering for a service account with of Patients' Choice (the "Patients' ChoiceSM
account"). By registering, You represent, warrant and covenant that: (i) You are at least 18 years of age; (ii) You are using Your actual identity; (iii) You have provided only true, accurate, current and complete information about Yourself during the registration process; and (iv) You will maintain and promptly update the information that You provide to keep it true, accurate, current and complete.
By logging onto Patients' Choice using any password, You represent, warrant and covenant that You are authorized to use such password and to engage in the activities that You conduct thereunder. You agree that You will be solely responsible for the maintenance and security of Your User ID and password. You also agree that You will be solely responsible for any activities conducted on or through this Patients' Choice. Your User ID and password are unique to You, and You agree not to disclose or share Your User ID and password with any third party.
MDX reserves the right to deny or revoke access to Patients' Choice, or any part thereof, at any time in our sole discretion, with or without cause. Your access to Patients' Choice will terminate upon the termination of this User Agreement for any reason. If You wish to cancel a password, or if You become aware of any loss, theft or unauthorized use of a password, please notify MDX immediately.
You may choose to access some of the content of Patients' Choice without creating a User ID and password. By checking the "I accept these terms" button, you are becoming a member of Patients' Choice.com. You will not be required to provide any personal or financial information as a member.
MDX may monitor or review any areas on Patients' Choice where users transmit or post communications or communicate solely with each other for the purpose of promoting its efficiency, usefulness and appropriateness of use. However, MDX does not undertake to monitor or review every posting or communication, and MDX disclaims any liability related to the content of any such postings and communications, whether or not arising under the laws of copyright, trademarks, libel, privacy, obscenity, or otherwise.
While MDX may monitor the content of the communications from time to time, MDX does not endorse, support, sanction, encourage, verify, or necessarily agree with the comments, opinions, or statements posted. Any information or material placed online, including advice and opinions, are solely the views and responsibility of those posting such statements, and do not necessarily represent the views of MDX. MDX, in its sole discretion, reserves all rights to discontinue this service generally or to any user at any time.
MDX may disclose any records, electronic communications, information, materials or other content of any kind (i) if MDX believes in good faith that the law or legal process requires it; (ii) if such disclosure is necessary or appropriate to operate Patients' Choice; or (iii) to protect our rights or property or the rights or property of our users and business partners. However, we are not responsible for screening, policing, editing or monitoring Patients' Choice.
MDX may, but is not obligated to, monitor or review any areas of Patients' Choice where You transmit or post communications or communicate with Patients' Choice, MDX or other users, including, but not limited to, forums, blogs, chat rooms, instant messaging sessions, newsgroups, bulletin boards, and other user-interactive areas (collectively "user-interactive areas"), and the content or any such communications. MDX, however, will have no liability related to the content of any such communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise.
If You submit any material to any of the user-interactive areas, You hereby agree and warrant that the submitted material: (i) is not offensive, obscene, or otherwise contrary to the laws of any place where such user-interactive area may be accessed; (ii) is the original work of Your authorship or that You have the right to make the submission without violating the copyright, trademark, patent or other intellectual property rights of any person or entity in any place where the user-interactive area may be accessed; and, (iii) is true and accurate and does not constitute libel, slander, invasion of privacy, defamation, or any violation of law.
MDX retains the right to remove, in its sole discretion, communications that include any material deemed abusive, defamatory, obscene, or otherwise inappropriate. Thus, if notified of an allegation that Patients' Choice contains infringing, defamatory, damaging, illegal or offensive records, electronic communications, information, materials or other content, MDX may investigate the allegation and determine in our sole discretion whether to remove or request the removal of the same from Patients' Choice. Notices to MDX regarding any alleged copyright infring
Patients' Choice, Attn: Head of Legal Department, 1200 Wall Street West, 5th
Floor, Lyndhurst, NJ 07071.
Patients' Choice and the Content contained and referenced therein are for informational purposes only. Any reproduction, retransmission or other use is strictly prohibited, except as otherwise provided by this User Agreement. Requests for permission to reproduce any of the prohibited Content should be addressed by sending an e-mail to info@Patients' Choice.com, or writing to Patients' Choice, 1200 Wall Street West, 5th
Floor, Lyndhurst, NJ 07071.
health information exchange, " Patients' ChoiceSM
account" are a trademark of MDX, and except as provided in this User Agreement, MDX does not grant You any rights thereunder. As such, Patients' ChoiceSM
health information exchange Patients' ChoiceSM
account may not be used in any manner inconsistent with the provisions of this User Agreement, without the prior written permission of MDX.
All other trademarks, service marks, domain names, logos, and company names (collectively "Other Trademarks") referred to on Patients' Choice are trademarks, registered trademarks, service marks, domain names, logos, company names of or are otherwise the property of MDX or its affiliates or licensors. In countries where any of the MDX trademarks, service marks, domain names, logos and company names is not registered, MDX claims other rights associated with unregistered trademarks, service marks, domain names, logos, and company names. Other product or company names referred to on Patients' Choice may be trademarks of their respective owners.
MDX does not grant to You any rights under any of the Other Trademarks, and You agree that You may not use any of the Other Trademarks without permission from the owner of such Other Trademark. With respect to the Other Trademarks owned by MDX, You may contact MDX by sending an e-mail to info@Patients' Choice.com, or writing to Patients' Choice, 1200 Wall Street West, 5th
Floor, Lyndhurst, NJ 07071 to request written permission to use the trademarks for purposes other than stated in this User Agreement or for all other questions relating to Patients' Choice.
OTHER INTELLECTUAL PROPERTY RIGHTS
All right, title and interest in and to the Content, including without limitation the graphical display and arrangement of Patients' Choice and the Content, and all intellectual property rights embodied therein, are the property of MDX or our licensors, suppliers or affiliates.
Without limiting the foregoing, with respect to the databases ("Databases") used to store the Content and Submissions, You agree and acknowledge that:
- the Content, Submissions, Databases and any other information contained therein shall remain valuable intellectual property owned by, or licensed to MDX, and that no proprietary rights are being transferred to You in such materials or in any of the Content contained therein;
- You will not, directly or indirectly, use any of the Content, Submissions, Databases and any other information contained therein for any purposes other than Your personal, non-commercial evaluation of Heath Care Providers;
- You will not, directly or indirectly, use the Content, Submissions, Databases and any other information contained therein to compile mailing lists or other lists of Healthcare Providers for commercial purposes;
- You will not, directly or indirectly, use the Content, Submissions, Databases and any other information contained therein to establish independent data files or otherwise amass statistical information thereof or therefrom;
- You will not, directly or indirectly, use the Content, Submissions, Databases and any other information contained therein in violation of any applicable laws or regulations,
- the rating system and methodology, and ratings of individual providers, are the property of MDX and may not be reproduced in any manner without our prior written permission. You shall not publish or distribute in any medium Content, Submissions, Databases, any other information contained therein, and/or summaries or subsets thereof to any person or entity;
- the rating system and methodology, and ratings of individual providers, are the property of MDX and may not be reproduced in any manner without our prior written permission;
- misappropriation or misuse of the Content, Submissions, Databases and any other information contained therein will cause serious damage to MDX and that in such event money damages may not constitute sufficient compensation to MDX; consequently; and
- in the event of any misappropriation or misuse, MDX shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which MDX may be entitled.
In addition, You acknowledge that the Content, Submissions, Databases and any other information contained therein are protected by law, including, but not limited to, United States and international copyright law and trademark law, as well as other state, federal, and international laws and regulations, including contract law, and laws pertaining to privacy and publicity.
NOTICE OF ENFORCEMENT
MDX vigorously enforces our intellectual property rights to the fullest extent of the law. Accordingly, MDX will prosecute any unauthorized use or reproduction of any of the Content, Submissions, Databases and any other information contained therein that violate the protection afforded by the United States and international copyright law and trademark law, and/or other state, federal, and international laws and regulations, including laws pertaining to contracts, and privacy and publicity.
NO MEDICAL ADVICE
Patients' Choice is not a referral service and does not recommend or endorse any particular Healthcare Provider. Rather, Patients' Choice is only a "conduit" or intermediary that provides the aforementioned Content regarding Healthcare Providers. The content on the web site is presented in summary form, is general in nature, and is provided for informational purposes only. Patients' Choice and MDX do not offer advice regarding the quality or suitability of any particular Healthcare Provider for any condition, including specific treatments or health conditions. No information on Patients' Choice should be construed as medical and/or health advice.
Patients' Choice and the Content include statements of opinion and not statements of fact or recommendations to utilize the services of any specific Healthcare Provider. You should obtain any additional information necessary to make an informed decision prior to selecting and using any specific Healthcare Provider.
Always seek the advice of Your physician or other qualified Healthcare Provider for answers to any questions You may have regarding a medical condition. Neither the content nor any other service offered by or through Patients' Choice is intended to be relied upon for medical diagnosis or treatment. Never disregard medical advice or delay in seeking it because of something You have read on the web site.
You agree to assume all responsibility in connection with choosing any Healthcare Provider, whether or not You obtained information about such Healthcare Provider on or through Patients' Choice. Neither Patients' Choice nor MDX assumes responsibility or liability for any advice, treatment or other services rendered by any Healthcare Provider, or for any malpractice claims and other claims that may arise directly or indirectly from any such advice, treatment or other services.
At certain places on Patients' Choice, live "links" to other Internet addresses can be accessed. Such external Internet addresses contain information created, published, maintained, or otherwise posted by organizations independent of MDX. MDX does not endorse, approve, certify, maintain, or control these external Internet addresses and does not guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of information located at such addresses. MDX provides the links only as a convenience. Use of any information obtained from such addresses is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness. Neither the inclusion of the link in Patients' Choice nor reference therein to any specific commercial product, process, or service by trade name, trademarks, service mark, manufacturer, or otherwise constitutes or implies endorsement, recommendation, or favoring by MDX.
There may be circumstances where access to Patients' Choice is provided by a hypertext link located at another website. MDX has no responsibility for the content of such other website, MDX does not make any representations or give any warranties or conditions with respect to any information contained in or at such other website and MDX shall not be liable for any damages or injury arising from the content of or access to such other website. MDX does not endorse the individuals, companies or other similar entities, or any products or materials associated with such individuals, companies or other similar entities, which provide a link to Patients' Choice. Unless approved in writing in advance by MDX, You agree not to: (a) provide or create a link to Patients' Choice; or (b) create any frames at any other sites pertaining to any of the Content located at Patients' Choice. You also agree not to post any materials at Patients' Choice without the express written permission of MDX.
Patients' Choice AND THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES AND/OR TYPOGRAPHICAL ERRORS. MDX MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME WITHOUT NOTICE. Patients' Choice AND THE CONTENT ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND EITHER EXPRESSED OR IMPLIED. MDX DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND CONDITIONS EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, QUALITY, PERFORMANCE OR SUITABILITY OF THIS SITE, THE CONTENT, OR ANY PRODUCTS, SERVICES OR RESULTS OBTAINED ON OR THROUGH Patients' Choice.
MDX DOES NOT REPRESENT OR WARRANT THE AVAILABILITY OF THE SITE, THAT Patients' Choice AND YOUR USE OF Patients' Choice WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT Patients' Choice OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MDX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULT OF THE USE OF Patients' Choice AND/OR THE CONTENT IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, APPLICABILITY OR OTHERWISE. YOU (AND NOT MDX) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN ADDITION TO THE FOREGOING, YOU AGREE THAT YOUR USE OF Patients' Choice AND THE CONTENT IS AT YOUR OWN RISK.
MDX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT Patients' Choice OR ANY OF THE CONTENT WILL ASSIST YOU IN IDENTIFYING A SUITABLE HEALTHCARE PROVIDER OR FOR ANY OTHER PURPOSE. MDX DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO ANY AGREEMENTS YOU MAY MAKE WITH HEALTHCARE PROVIDERS OR WITH THIRD PARTIES WHO OFFER PRODUCTS OR SERVICES ON OR THROUGH THIS SITE, AND YOU AGREE TO LOOK SOLELY TO SUCH HEALTHCARE PROVIDERS AND THIRD PARTIES WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF SUCH AGREEMENTS AND/OR SUCH PRODUCTS OR SERVICES.
LIMITATIONS ON LIABILITY
MDX WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURY CAUSED BY YOUR USE OF Patients' Choice AND THE CONTENT, INCLUDING BUT NOT LIMITED TO, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OF TRANSMISSION, COMPUTER VIRUS, OR LINE FAILURE. MDX WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURY, INCLUDING BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY, OR LOSS OF USE) THAT RESULT FROM THE USE OF, THE INABILITY TO USE, OR RELIANCE UPON, Patients' Choice AND THE CONTENT OR ANY PRODUCTS OR SERVICES OBTAINED ON OR THROUGH Patients' Choice, EVEN IF THERE IS NEGLIGENCE BY MDX OR BY AN AUTHORIZED MDX REPRESENTATIVE, OR AN AUTHORIZED MDX REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY OF THE ABOVE. THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR SUCH DAMAGES. MDX'S TOTAL LIABILITY TO YOU FOR LOSSES, DAMAGES AND CAUSES OF ACTION WILL NOT BE GREATER THAN THE AMOUNT YOU PAID TO MDX, IF ANY, TO ACCESS Patients' Choice.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTENT PROVIDERS, CUSTOMERS AND SUPPLIERS FROM AND AGAINST ANY AND ALL CLAIMS, PROCEEDINGS, DAMAGES, INJURIES, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND LITIGATION EXPENSES), RELATING TO OR ARISING FROM:
- YOUR USE OF Patients' Choice AND ANY OF THE CONTENT, OR ANY PRODUCTS OR SERVICES OBTAINED ON OR THROUGH Patients' Choice;
- ANY ARRANGEMENTS YOU MAKE BASED ON THE CONTENT OBTAINED ON OR THROUGH Patients' Choice;
- ANY BREACH BY YOU OF THIS USER AGREEMENT; AND
- ANY ACTIVITY RELATED TO YOUR SERVICE ACCOUNT (INCLUDING INFRINGEMENT OF THIRD PARTIES' WORLDWIDE INTELLECTUAL PROPERTY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING THE SITE USING YOUR Patients' ChoiceSM ACCOUNT.
RELEASE FOR FORCE MAJEURE
You absolve and release MDX and our affiliates from any claim of harm resulting from any cause(s) over which we or they do not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or other damaging code or data, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions.
TERM AND TERMINATION
This User Agreement will take effect at the time You click "I Agree" or access, browse or use Patients' Choice or any of the Content, and continues in perpetuity unless terminated by You and/or MDX. MDX reserves the right, at any time and for any reason, without notice to You, (i) to deny You access to Patients' Choice and any of the Content; (ii) to change, remove or discontinue any of the Content or services available on or through Patients' Choice; or (iii) to terminate this User Agreement.
You may terminate this agreement at any time by destroying: (a) all of the Content obtained from Patients' Choice, including, without limitation, permanently deleting all of the Content from any computer and/or media; and (b) all related documentation and all copies and installations, if any. In addition, and upon MDX's request, You agree to certify in writing that all of the Content has been destroyed. The warranty disclaimers, limitations and exclusions of liability, reservation and grant of property rights and other terms and conditions of this Agreement which by their nature are intended to survive will survive the termination or expiration of this Agreement for any reason.
Any notice or other document or communication required or permitted hereunder to MDX will be deemed to have been duly given only if in writing and delivered by any of the following methods:
- certified U.S. mail, return receipt requested, postage prepaid, to MDX Medical Inc. at 1200 Wall Street West, 5th Floor, Lyndhurst, NJ 07071. or
- sent by email to info@Patients' Choice.com
Notices to MDX shall be deemed delivered when actually received by MDX.
Any notice or other document or communication required or permitted hereunder to You will be sent to the e-mail address that You provide to us when You register. Such notice will be deemed received by You the next business day after the e-mail is sent.
Should You elect to send or receive e-mail communications of any kind to or from MDX, You represent and warrant to MDX that Your e-mail service has appropriate and adequate security systems necessary to prevent unauthorized access to outbound or inbound e-mail transmissions.
JURISDICTION; COMPLIANCE WITH LAWS
Except as described otherwise, MDX controls and operates Patients' Choice from the United States of America and makes no representation that the Content are appropriate or available for use in other locations. If You use Patients' Choice from other locations, You are responsible for compliance with applicable local laws including, without limitation, all export laws. Some of the Content may be subject to export controls imposed by the United States and may not be downloaded or otherwise exported or reexported: (a) into (or to a national or resident of) any country to which the U.S. has placed an embargo, including without limitation, Cuba, Iran, Iraq, Libya, North Korea, Syria, or Yugoslavia; (b) to anyone in the US Treasury Department's Specially Designated national list, or (c) to anyone on the US Commerce Department's Table of Denial Orders. If You download or use the Content You represent and warrant that You are not located in, or under the control of, or a national or resident of any such country or on any such list.
Access, browsing and use of Patients' Choice, the Content and the terms and conditions of the User Agreement are governed by U.S. federal law and/or the laws of the State of New Jersey, excluding any conflict of laws provisions that would refer to and apply the substantive laws of another jurisdiction.
SUBJECT TO THE MANDATORY ARBITRATION PROVISION BELOW, ANY LEGAL ACTION OR PROCEEDING RELATING TO YOUR ACCESS TO, OR USE OF, THE SITE SHALL BE INSTITUTED ONLY IN A STATE OR FEDERAL COURT LOCATED IN THE STATE OF NEW JERSEY, U.S.A., YOU AND MDX AGREE TO SUBMIT TO THE JURISDICTION OF, AND AGREE THAT VENUE IS PROPER IN, THESE COURTS IN ANY SUCH LEGAL ACTION OR PROCEEDING.
Any controversy or dispute between You and MDX (the "parties") concerning Patients' Choice or the Content shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Any claim shall be made by filing a demand for arbitration within one (1) year following the occurrence first giving rise to the claim. The right and duty of the parties to resolve disputes by arbitration shall be governed exclusively by the Federal Arbitration Act, and arbitration shall take place according to the Commercial Rules of the American Arbitration Association. The arbitration will be held in Lyndhurst, New Jersey. Each of the parties shall bear all of its own costs of arbitration, except that the fees of the arbitrator shall be divided equally between the parties. The arbitrator shall have no authority to amend or modify the terms of this Agreement or to award punitive or exemplary damages, and the award may be enforced by judgment. Before, during, or after arbitration each party shall have the right, without awaiting the outcome of the arbitration, to seek interim injunctive relief from an appropriate court including but not limited to temporary restraining orders or preliminary injunctions. Seeking any such remedies shall not be deemed a waiver of either party's right to compel arbitration.
No delay or omission by MDX to exercise any right occurring upon any noncompliance on Your part with respect to any of the terms of this User Agreement will impair any such right or power or be construed to be a waiver thereof. Any waiver by MDX of any of the covenants, conditions or agreements to be performed by You will not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition or agreement herein contained.
If any portion of this User Agreement is adjudged invalid or unenforceable by a court of competent jurisdiction, the remaining portions will remain valid, enforceable, and in effect.
MDX is an independent contractor; nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between You and MDX.
CONTINUED USE DEEMED ACCEPTANCE
MDX reserves the right, at its sole discretion, to change, alter, amend or otherwise modify this User Agreement from time to time. After any such modification becomes effective, MDX will deem Your continued use of Patients' Choice or any of the Content to constitute Your acceptance of and agreement to such modification.
This User Agreement constitutes the entire agreement between You and MDX with respect to Your use of Patients' Choice and the Content, and supersedes any and all prior understandings or agreements between You and MDX, whether written or oral. You acknowledge that, in providing You access to and use of Patients' Choice and the Content, MDX has relied on Your acceptance of this User Agreement.