BY CHECKING THE BOX ASSOCIATED WITH THIS USER AGREEMENT AND LOGGING INTO THE WEBSITE . . . .
You agree to the terms of this User Agreement (“Agreement”), which 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 you (“You,” or “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, the “Website”) and the information provided therein including, but not limited to, various online resources (collectively, “Resources”). You and OSP may be referred to as a “Party” or collectively as “Parties.”
Now, therefore, in consideration of the mutual covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
2. Upon any breach by User of this Agreement, User's authorization to access the Website and to use the Resources shall automatically terminate. Unauthorized access and/or use of the Website including, without limitation, restricted portions of the Website, 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 any unauthorized access (or exceeding the level of access designated by OSP in its sole discretion) to the Website.
3. By accessing and/or using the Website User hereby consents to : (i) monitoring of all activities on the Website for any purpose by OSP and/or law enforcement; and (ii) OSP's retrieval and disclosure of any information and/or records stored on its 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 Website. 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.
4. Following registration, OSP will 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 password and will not provide, or permit any other entity or individual to provide, the password to any third party.
5. 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 Website and will continue thereafter unless and until terminated by either party upon written notice to the other party with any such termination to take effect immediately on such written notice. Notwithstanding the foregoing, OSP shall retain authority, in its sole discretion, to suspend, terminate, or restrict at any time User's access to and use of the Website, and/or Resources immediately and without notice. User shall remain bound by all terms and conditions of this Agreement notwithstanding termination of the term.
6. 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 Website (collectively, "Confidential Information"). Confidential information shall not include (i) information that is in or becomes part of the public domain other than by disclosure of User in violation of this Agreement; (ii) information that was in User’s possession prior to receiving such information from OSP; (iii) information that was received by User from a third party that is not under a duty to keep such information confidential; or (iv) information that was independently developed by User. 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.
7. 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.
8. User agrees that it will not use the Website in any way that will or may violate the intellectual property rights of others. User acknowledges that any material, content, or other information User submits to the Website must not include third-party intellectual property (such as copyrighted material) unless User has permission from that party or is otherwise legally entitled to do so. Further, User acknowledges that to the extent the Website allows for the submission of any information to the Website by User, User must not submit any third-party Personal Information or Protected Heath Information (each as defined by applicable law) to the Website without proper notice and consent from any individual to whom such information applies or as permitted by law. User is legally responsible for the content User submits to the Website.
9. Notwithstanding any other terms of this Agreement, the following provisions apply with respect to any Licensed Content, as defined in this Paragraph.
(a) "Licensed Content,” which includes Current Procedural Terminology (CPT®) as published by the American Medical Association (AMA), is copyrighted by the American Medical Association, and CPT is a registered trademark of the AMA.
(b) Administrative Network Technology Solutions, Inc. (“ANTS”), as a party to a license agreement with the AMA, is authorized to grant User a limited, non-exclusive, non-transferable, non-sublicensable license for User to use Licensed Content in on the Website, for the sole purpose of internal use by User within the United States. The sublicense granted hereunder shall automatically terminate upon termination of the license agreement between ANTS and AMA unless prior written consent of AMA is obtained by ANTS or a direct license between User and AMA is entered.
(c) The provision of updated Licensed Content in the Website is dependent on a continuing contractual relationship between ANTS and the AMA.
(d) User is prohibited from making Licensed Content publicly available, creating derivative works (including translating), transferring, selling, leasing, licensing, or otherwise making available to any unauthorized party the Website, or a copy or portion of Licensed Content to any unauthorized party, including a subsidiary, affiliate, or other legal entity, however designated, for any purpose whatsoever except as expressly permitted in this Agreement.
(e) User expressly acknowledges and agrees to the extent permitted by applicable law, use of the Licensed Content is at User’s sole risk and the Licensed Content is provided “as is” without warranty of any kind. The AMA does not directly or indirectly practice medicine or dispense medical services. Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The Licensed Content does not replace the AMA’s Current Procedural Terminology book or other appropriate coding authority. The coding information contained in the Licensed Content should be used only as a guide.
(f) User is required to keep records of the User’s name(s); City, State, and Country, and the name(s) of any parent organization of any User(s), if applicable.
(g) U.S. Government End Users. CPT is commercial technical data, which was developed exclusively at private expense by the American Medical Association (AMA), 330 North Wabash Avenue, Chicago, Illinois 60611. This agreement does not grant the Federal Government a direct license to use CPT based on FAR 52.227-14 (Data Rights - General) and DFARS 252.227-7015 (Technical Data - Commercial Items).
(h) User must ensure that anyone with authorized access to the Website will comply with the provisions of this Agreement.
(i) AMA is a third-party beneficiary of this Agreement for purposes of this Section 9.
(j) User expressly consents to the release of User’s name to the AMA.
(k) User agrees to indemnify and hold OSP and ANTS and their respective officers, directors, agents, licensors, suppliers, other partners, employees, and representatives harmless from any claim or demand, including reasonable attorneys’ fees, made by the AMA due to or arising out of User’s violation of the any of the terms set forth in this Paragraph 9.
10. 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 or any part of its interest in this Agreement without the prior written consent of OSP.
11. 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.
13. User agrees to comply with all federal and state laws and rules regulating the privacy and security of Protected Health Information and of Personal Information.
14. If applicable, User agrees to the publication on the Website 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.