BY ACCEPTING THE TERMS AND CONDITIONS HEREIN........
This agreement ("Agreement") sets out the terms on which Oakland Southfield Physicians, P.C. ("OSP"), a Michigan professional service corporation having its principal place of business at 29200 Northwestern Hwy Suite 325, Southfield MI 48034-1027, will provide the user ("User") with access to the Website located at http://www.ospdocs.com or such other addresses or uniform resource locators as may be specified by OSP (collectively, "Site") and the information provided therein including, but not limited to, various online resources (collectively, "Resources").
Now, therefore, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound, the parties hereby agree as follows:
1. OSP hereby grants User a non-exclusive, non-transferable, revocable license to access the Site and to utilize the Resources provided therein in accordance with this Agreement. User may access the Resources solely in furtherance of User's affiliation with OSP (collectively, "Use") according to the terms and conditions of this Agreement. Upon any breach by User of this Agreement, User's authorization to access the Site and to utilize the Resources shall automatically terminate. The Use shall be subject to a verification of acceptability by OSP, in its sole discretion. Unauthorized access and/or use of the Site including, without limitation, restricted portions of the Site, is strictly prohibited and may be subject to criminal prosecution. OSP may take all lawful measures to prevent, limit, and seek damages in connection with unauthorized access (or exceeding the level of access designated by OSP in its sole discretion) to the Site. By accessing and/or using the Site User hereby consents to : (i) monitoring of all activities on the Site for any purpose by OSP and/or law enforcement; and (ii) OSP's retrieval and disclosure of any information and/or records stored on the network. In addition, User hereby agrees that OSP's network system administrator(s) may consent to a law enforcement search of all activity, communications and records stored or transmitted via the Site. You hereby agree that the fruits of such monitoring may be used by OSP, OSP's designated agents, and/or law enforcement for any lawful purpose.
2. Following registration, OSP shall issue to User one user ID and password for use exclusively by User. User will be solely responsible for controlling and monitoring the use of the passwords and will not provide, or permit any other entity or individual to provide, the passwords to any third party.
3. The term of this Agreement will commence as of the earlier date that the User agrees to this Agreement at registration or otherwise accesses the Site, and will continue thereafter unless and until terminated by either party upon written notice to the other party. Notwithstanding the foregoing, OSP shall retain authority in its sole discretion to suspend, terminate or restrict at any time User's access to and utilization of the Site, and/or Resources. User shall remain bound by all terms and conditions of this Agreement notwithstanding termination of the term.
4. User agrees to maintain strict confidentiality of all information provided to it by OSP including, but not limited to, communications relating to the Resources, research material provided by OSP, any passwords provided by OSP, and any information obtained by User via the Site (collectively, "Confidential Information"). Confidential information shall not include information which is in or becomes part of the public domain other than by disclosure of User in violation of this Agreement. User shall not disclose Confidential Information to any third party and User shall only use the Confidential Information in connection with the Use. User shall destroy all copies of Confidential Information upon termination of the term of this Agreement and confirm such destruction in writing upon the request of OSP. User's confidentiality obligations shall survive the termination of the term of this Agreement.
5. Any material prepared by User in connection with the Use (including, without limitation, any material prepared in connection with the Resources) shall become the exclusive property of OSP, including any trademark or copyright rights and other tangible or intangible rights attaching thereto. To the extent that User creates any copyrightable works pursuant to this Agreement, User will be considered to have created a Work Made for Hire as defined in 17 U.S.C. S101, and OSP shall have the sole right to the copyright in such work. In the event that any such work created by User does not qualify as a Work Made for Hire, User hereby assigns its copyright and all rights, throughout the world, in and to such work to OSP. It is understood and agreed that the entire right, title and interest throughout the world to all works and/or trademarks that are produced by User pursuant to this Agreement shall be and hereby are vested and assigned by User to OSP. Without limiting the foregoing, as between User and OSP, OSP is and shall remain the sole owner of all right, title and interest in and to the Publication. Notwithstanding anything herein to the contrary, nothing contained within this Agreement shall be construed as granting User any rights in and to the Publication. This section shall survive the termination or expiration of this Agreement.
6. User acknowledges and agrees that User is not as an agent or employee of OSP. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. User is not authorized to enter into contracts or agreements on behalf of OSP or to otherwise create obligations of OSP to third parties. User shall not assign, sublet or transfer all of any part of its interest in this Agreement without the prior written consent of OSP.
8. This Agreement shall be governed by and construed in accordance with the applicable laws of the State of Michigan except for its laws governing conflict and choice of laws.
9. OSP, NOR ADMINSTRATIVE NETWORK, INC., SHALL NOT BE LIABLE DIRECTLY OR INDIRECTLY TO USER FOR ANY LOSS OR DAMAGE SUFFERED OR COSTS AND EXPENSES INCURRED BY USER OR BY ANY THIRD PARTY, OF ANY NATURE, OR FROM ANY CAUSE WHATSOEVER, WHETHER DIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL, INCLUDIING LOST PROFITS, IDENTITY THEFT AND OTHER CLAIMS, ARISING OUT OF THE FURNISHING, PERFORMANCE, MAINTENANCE, OR USE OF, OR INABILITY TO USE, THE SITE, THE RESOURCES, COMPUTER PROGRAMS, DATA BASES, MANUALS, AND ANY OTHER MATERIALS OR SERVICES FURNISHED BY OR ON BEHALF OF OSP, NOTWITHSTANDING THAT OSP HAS BEEN ADVISED OF THE POSSIBILITY THAT DAMAGES OF THAT SORT MAY OR WILL ARISE.THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
10. This Agreement constitutes the entire agreement between OSP and User and supersedes any and all other agreements or arrangements, whether written or oral, with respect to the subject matter hereof. In case any one or more of the provisions contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of the Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This section shall survive the termination or expiration of this Agreement.
12. User agrees to comply with all federal and state laws and rules regulating the privacy and security of Protected Health Information.
13. User agrees to the publication on the Site of demographic and other data of and concerning User and its affiliated physicians selected by OSP from time to time including, but not limited to, physician name, practice name, office location and hours, phone number, fax number, affiliated hospitals, health plan participation, and other information selected by OSP.
BY CHECKING THE BOX BELOW, USER HEREBY ACKNOWLEDGES THAT USER HAS READ, AGREES TO AND SHALL BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THE ABOVE AGREEMENT.
I have read and agree with the Terms and Conditions.
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