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. 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.
10. 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.
12. 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.
13. 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.