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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:

1. OSP hereby grants User a non-exclusive, non-transferable, revocable license to access the Website and to use the Resources provided therein in accordance with this Agreement. User may access the Resources solely in furtherance of User's affiliation with OSP or User’s affiliation with another organization which has an agreement with OSP permitting User to access the Website (collectively, “Use”) according to the terms and conditions of this Agreement. Such Use shall be subject to a verification of acceptability by OSP, in its sole discretion. Further, User acknowledges that User is also bound by the Website Terms of Use. To the extent there is any conflict between the Website Terms of Use and this Agreement, this Agreement shall control.

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.

12. This Agreement and the Website Terms of Use (including the OSP Privacy Notice), each as existing now or modified hereafter) constitute 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 of this Agreement.

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.

BY CHECKING THE BOX ASSOCIATED WITH THIS USER AGREEMENT AND BY LOGGING INTO THE WEBSITE, USER HEREBY ACKNOWLEDGES THAT USER HAS READ, AGREES TO, AND SHALL BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, IN THE WEBSITE TERMS OF USE, AND IN THE OSP PRIVACY POLICY INCORPORATED HEREIN BY REFERENCE.

The Oakland Southfield Physicians (OSP) website, ospdocs.com (the “Website”) is designed to provide you with useful information about us and to connect patients, network physicians, and health plans. The Website does not promote or sell products of any kind. We do hope, however, that the information we provide on our Website encourages you to use our services or to join our organization as a member.

As a healthcare leader, OSP is committed to maintaining your privacy. Please see our Terms of Use for other terms and conditions governing your access to and use of the Website.

Definitions
Personal Information means information about an individual who can be identified from use of that information (or from that information when combined with other information in our possession or likely to come into our possession), including information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household. Types of personal information typically include names, physical addresses, mailing addresses, social security numbers, email addresses, phone numbers, bank account numbers and driver’s license numbers. But Personal Information may also include other information that can reasonably link to a particular person, such as internet protocol (IP) addresses, unique device identification numbers, employment information, and internet activity. Personal Information does not include publicly available information from government records; de-identified or aggregated consumer information; or for purposes of this Notice, information specifically excluded from or by applicable data-privacy laws, such as the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Fair Credit Reporting Act (FRCA), the Gramm-Leach-Bliley Act (GLBA), and the Driver’s Privacy Protection Act of 1994.

Usage Data is data collected automatically that is either generated by your use of the Website or from the Website infrastructure itself (for example, the duration of your visit to a web page).

Cookies and Pixels are small data files that are placed on your computer or mobile device when you visit a website (cookies) and snippets of code that track use behavior on a website (pixels). Cookies and Pixels are used, for example, to make websites work or to make them work more efficiently. Cookies and Pixels can also provide reporting information to track how a user interacts with a website.

Information We Gather
In an effort to provide our Website visitors with the most useful information, we collect a limited amount of information about visits to our website, including the number of visits to the site, the date and time of day of these visits and the pages visited. This information helps us to evaluate the effectiveness of our site, improve the information available to site visitors and improve Website performance.

Further, we collect information from other sources, including PHI (for the purposes and as defined below). We do, however, limit our collection of Personal Information and PHI to information that we may use to perform the services described on our Website. We will not collect additional categories of Personal Information or use the Personal Information we collected for materially different, unrelated, or incompatible purposes without providing you notice.

Website Data Tracking
Our Website gathers the following information about each visit: internet service provider name, browser type, and internet protocol (IP) address.

Non-Personal Information
This Notice does not restrict our collection, use, or disclosure of any aggregated information or information that does not identify, or cannot be reasonably linked to, any individual.

Email Security
Messages that you send to us by email (via the Contact Us links on our Website pages) may not be secure. If you choose to send any Personal Information or other information to us via email, you accept the risk that a third party may intercept and use such information.

Online Surveys
Occasionally, we post surveys on our website to obtain input from you and other website visitors. We use the information gathered through these surveys to improve the services we provide our members or to improve the content and use of our website. Participation in these surveys is voluntary, and any demographic information requested (e.g., zip code) is not required to complete the survey.

Cookies
We use cookies to track your activity on the Website and to hold certain information. You can instruct your browser to refuse all cookies or to indicate when a cookie is being used. However, if you do not accept cookies for the Website, you may not be able to use some portions of the Website, and the Website may not function properly.

Use of Information
We may disclose Personal Information we collect from you or from the categories of sources described above: (1) to our subsidiaries and affiliates; (2) to contractors, service providers, and other third parties we use to support our business; (3) to fulfill the purpose for which you provide it; (4) to a buyer or other successor in the event of a sale or transfer of some or all of our business or assets; (5) for any other purpose disclosed by us when you provide the information; (6) to comply with any court order, law, or legal process, including responding to any government or regulatory request; (7) if we believe disclosure is necessary or appropriate to protect the rights, property, or safety of us, our clients, or others; or (8) for additional purposes with your consent. We do not sell or otherwise share personal information with third parties for direct marketing purposes. And when we do share your information with our service providers, they are contractually prohibited from retaining, using, or disclosing your Personal Information for any purpose other than that specified in the contract.

Security Measures
We have implemented measures designed to secure your information from accidental loss and from unauthorized access and disclosure. The use of, and access to, your Personal Information by us is restricted to employees and contractors who need to know that information to provide services to you. We maintain physical, electronic, and procedural safeguards to limit access to your Personal Information. Unfortunately, transmission of information via the Internet is not completely secure. Although we do our best to protect all information submitted to our Website, we cannot guarantee the security of any such information. Any electronic transmission of information is at your own risk.

Questions or Changes
If you have questions about this Notice or need to correct the personal information you have voluntarily submitted to OSP through our Website, please contact us at (248) 357-4048.

Policy Change Notification
OSP uses the information collected from you in accordance with the privacy notice in effect when the information was collected. From time to time, OSP may change its privacy notice without prior advance notice; for example, in light of new technology or a change in applicable law. If OSP decides to change the type of information it collects, how we use it, or under what circumstances, if any, we may disclose it, we will post a notice of these changes on the homepage of the Website. Please check our Website frequently to see changes to our Privacy Notice.

Links to Third-Party Websites
Our Website contains links to other websites that are neither owned by nor controlled by OSP. Once you leave our Website, our privacy policy no longer applies, and you will be subject to the privacy policies, if any, of the other website. We do not control these third-parties or their privacy practices, and this Notice does not apply to any third-party website or service you may access through our website. If you have any questions about a third-party provider’s privacy policies or advertising, you should contact the responsible provider directly.

Website Terms of Use for ospdocs.com
Your use of ospdocs.com (the “Website”) is subject to the terms and conditions (the “Terms”) set forth below. By accessing the Website or using any Oakland Southfield Physicians (“OSP”) service available through the Website, you agree that you are bound by these Terms and by all applicable laws and regulations. If you do not agree with any of these Terms, you must leave this Website immediately. The data and information contained on the Website are protected by applicable copyright and trademark law. This Website includes (a) the Website, (b) all information included on the Website, and (c) any services accessible via the Website. To get help with the Website, you may contact us at (248) 357-4048.

Modification and Incorporation of Terms
OSP reserves the right to change these Terms from time to time in its sole discretion without prior advance notice. Your use of the Website will be subject to the most current version of the Terms posted on the Website at the time of such use. You agree to periodically review these Terms to ensure that you are aware of any changes to them. In addition, you shall be subject to any posted guidelines or rules that may contain terms and conditions in addition to those in these Terms. All such guidelines or rules are hereby incorporated by reference into these Terms. If you breach any of these Terms, your authorization to use this Website automatically terminates, and you must destroy all information obtained from the Website and all copies thereof, whether made under the Terms herein or otherwise. You remain bound by the Terms with respect to usage that occurred while your authorization to use this Website was in effect.

Intellectual Property
OSP and/or its licensors are the sole owners of the Website, which includes any software, method of doing business, domains, and content made available through the Website. Except as expressly authorized by OSP, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of any content on the Website. “OSP Trademarks” means all names, marks, brands, logos, designs, trade dress, slogans, or other designation that OSP uses in connection with its products and services. You may not remove, use, or alter any OSP Trademarks without OSP’s prior written consent. You acknowledge OSP’s rights in the OSP Trademarks and agree that any use of the OSP Trademarks by you will inure to OSP’s sole benefit. You agree not to incorporate any OSP Trademarks into your trademarks, service marks, company names, web addresses, domain names, or any other similar designations, for use on or in connection with any products, services, or technologies. All other trademarks not owned by OSP that appear in connection with the Website are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by OSP. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights.

CPT Codes and Description Ownership

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 AMA does not directly or indirectly practice medicine or dispense medical services. The AMA assumes no liability for data contained or not contained herein.

CPT is a registered trademark of the American Medical Association.

Restrictions on Use
Except as otherwise indicated elsewhere on this Website, you may view, download, use or print the information available on this Website subject to the following conditions:

The information may be used solely for personal, informational, internal, non-commercial purposes.
The information may not be modified or altered in any way.
The information may not be distributed by you to others.
You may not remove any copyright or other proprietary notices contained in the information.

OSP reserves the right to revoke your authorization to view, download, use or print the information available on this Website at any time, and any such use shall be discontinued immediately upon written notice from OSP. You may not view, download, use or print the information except as expressly authorized by these Terms and, in any event, you may not distribute, modify, transmit, copy or publicly display the information without the written permission of OSP.

Disclaimer
The Information made available on this Website is presented for informational purposes only. This Website is not for use in medical emergency or urgent situations. This Website is not intended for medical diagnosis or treatment, and is not intended to be a substitute for consultation with or treatment by a competent medical professional. The Information on this Website is not intended to suggest a diagnosis or course of treatment for any individual. You agree that you will not act or refrain from acting based on any of the Information without first seeking the services of a competent professional.

No Warranties
YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE AND ALL INFORMATION ON THIS WEBSITE ARE PROVIDED “AS IS” ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, OSP MAKES NO WARRANTY THAT 1) THE WEBSITE AND INFORMATION WILL MEET YOUR REQUIREMENTS, 2) THE WEBSITE AND INFORMATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, 3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE AND INFORMATION WILL BE EFFECTIVE, ACCURATE, OR RELIABLE, OR 4) THE QUALITY OF ANY INFORMATION OBTAINED BY YOU FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS.

Although OSP strives to provide Information that is both useful and accurate, laws, regulations, data, and other information change frequently and are subject to varying interpretations. In addition, the facts and circumstances of every situation differ. Accordingly, the information on the Website may not be up to date, accurate, or complete. OSP may make changes to the Information on this Website at any time without notice. In addition, portions of the information on the Website have been contributed to the Website by various industry specialists and service providers. The inclusion of such information does not indicate any approval or endorsement of such providers, and OSP expressly disclaims any liability with respect to the foregoing.

Assumption of Risk
You acknowledge and agree that you should not rely on the Website for any reason. You further acknowledge that you are solely responsible for maintaining and protecting all of your data and information, even if it is stored, created, retrieved, or otherwise processed by the Website. You acknowledge that OSP makes no representation that (a) the Website will be uninterrupted, secure, or error-free; (b) the results obtained from use of the Website will be accurate or reliable; or (c) any errors on the Website will be corrected. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USING THE WEBSITE, INCLUDING ANY DAMAGES OR LOSS OF INFORMATION RESULTING FROM COMPUTER VIRUSES.

Account Security
You are responsible for safeguarding the password that you use to access the Website, and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify OSP of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of information to OSP, it is your responsibility to use a secure encrypted connection to communicate with the Website.

Waiver and Limitation of Liability
You agree that OSP, Network Administration, Inc., Administrative Network, Inc., Administrative Technology Solutions, Inc. (collectively, the “Entities”) and their respective agents, officers, directors, participating healthcare providers, owners or suppliers shall not have any liability to you under any theory of liability or indemnity in connection with your access to or use of this Website or any website referenced in or linked to this Website.

IN NO EVENT SHALL THE ENTITIES OR THEIR RESPECTIVE AGENTS, OFFICERS, DIRECTORS, PARTICIPATING HEALTHCARE PROVIDERS, EMPLOYEES, OWNERS, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, COMPUTER OR SOFTWARE DAMAGE, PROFITS, OR IDENTITY THEFT, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS WEBSITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THIS WEBSITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE, INFORMATION OR ANY LINKED SITE IS TO STOP USING THE WEBSITE, INFORMATION OR LINKED SITE, AS APPLICABLE.

Notwithstanding the foregoing paragraph, in the event that any of the Entities is found liable to you for any reason whatsoever (including if the foregoing paragraph is found unenforceable), you agree that the total aggregate liability of any such Entity or Entities and their respective agents, officers, directors, participating healthcare providers, owners or suppliers, if any, for losses and damages suffered by you arising out of or connected with your use of or access to this Website shall not exceed one thousand dollars ($1,000).

Indemnity
You agree to indemnify and hold the Entities 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 any third party due to or arising out of your use of the Website, your violation of the Terms, or your violation of any rights of another.

Links to the Other Websites
This Website contains links to third-party websites that are not under the control of OSP. OSP makes no representations whatsoever about any other website you may access through this Website. When you access a non-OSP website, you do so at your own risk, and OSP is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these sites or for the quality of any products or services available on such sites. OSP provides these links merely as a convenience, and the inclusion of such links does not imply that OSP endorses or accepts any responsibility for the content or uses of such websites.

User’s Representations, Warranties, and Conduct
You represent and warrant that you are at least 18 years of age and that you have the legal right and ability to enter into and be bound by these Terms. You represent and warrant that you have read these Terms and that you agree to be bound by them and to comply with your responsibility as stated in these Terms of Use.

By using the Website you agree not to upload, post, e-mail or otherwise send or transmit any material that contains viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Website. You also agree not to interfere with the servers or networks connected to the Website or to violate any of the procedures, policies, or regulations of networks connected to the Website, the terms of which are incorporated herein. You also agree not to: (1) impersonate any other person while using the Website; (2) use the Website for any unlawful purpose, including but not limited to infringing on any third-party intellectual property in violation of applicable copyright or trademark laws; or (3) resell or export the software associated with the Website.

Information, Privacy, and Content Submission
By using the Website, you may submit your personal information or the personal information of others to OSP, or you may have access to the personal information of others through use of the Website. Any information that you submit or that OSP collects when you are using the Website is subject to the OSP Privacy Notice (the “Privacy Notice”), the terms of which are incorporated into these Terms. Subject to the terms of the Privacy Notice, OSP may need your permission to do certain things that you ask it to do with your information or the information of others. You agree that OSP needs to do those things solely to provide its services to you, and you give OSP permission to do so. You agree that you are solely responsible for the content you submit to the Website. For example, it is your responsibility to ensure that you have the rights or permission needed to comply with these Terms and with the Privacy Notice. If any of the content that you use in connection with the Website is the protected intellectual property of others, you are responsible for and liable for how you use that content. You agree that OSP is free to use any comments, information, or ideas contained in any communication you may send to OSP without compensation, acknowledgement, or payment to you for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products and services and creating, modifying, or improving the Website or other products or services.

Termination
We reserve the right to suspend or end the Website or support for the Website at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use of the Website if you are not complying with these Terms, or if you use the Website in any way that would cause us legal liability or disrupt others’ use of the Website, as we may determine in our sole discretion. If we suspend or terminate your use, we will try to let you know in advance, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend your access immediately.

Governing Law
These Terms shall be governed by the internal laws of the State of Michigan, without reference to its conflict of laws provisions. This Website is solely directed to individuals residing in the United States, and OSP makes no representation or warranty that the Website is appropriate or available for use in other jurisdictions or locations. Those who choose to access the Website from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Binding Arbitration
You agree that any controversy, claim, dispute or proceeding involving OSP and you arising out of or related to the Website or these Terms of Use or the Privacy Policy shall be shall be resolved exclusively by arbitration, held in Oakland County, Michigan, in accordance with the rules of the American Arbitration Association. Any decision or award of arbitration shall be final and binding upon the parties and shall be enforceable by entry of a judgment by any court of competent jurisdiction. Notwithstanding the foregoing, you agree that OSP may seek and obtain injunctive relief, specific performance or other equitable relief, as appropriate, for any breach or threatened breach of the Terms of Use, in any court of competent jurisdiction, without resorting to and/or in addition to proceeding with arbitration.

Time Limitations on Claims
You agree that any cause of action or claim you may have arising out of or with respect to the Website or these Terms must be commenced within one year after your claim or cause of action arises, or be forever barred, regardless of any statute or law to the contrary.

Force Majeure
OSP will not be liable for any failure or delay in the performance of its obligations caused by events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers. Upon the occurrence of any such event, OSP will be excused from any further performance of its obligations effected by the event for so long as such performance is effected by the occurrence of any such event.

Export Laws
The Website may be subject to U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, must: (a) obtain any export, re-export, or import authorizations required by U.S. or your local laws; (b) not use the Website to design, develop, or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide the Website to prohibited countries and entities identified in the U.S. export regulations.

Notice
You agree, for purposes of these Terms, that OSP may give notice to you by posting such notice on this Website, by regular mail, or by email sent to an email address supplied by you. You may, for purposes of these Terms, give notice to OSP by email addressed to contactosp@aniosp.com, or by regular mail.

Merger and Agreement
If you have a User Account and login to the Website, you agree that the terms of the User Agreement and these Terms constitute the agreement between you and OSP with respect to the Website. If you do not have a User Account, you agree that these Terms constitute the sole and exclusive agreement between you and OSP with respect to the Website. These Terms supersede all prior agreements between you and OSP with respect to such Terms.

Proprietary Rights
OSP reserves complete and sole discretion with respect to the operation of this Website. OSP expressly retains all proprietary and ownership rights to the Website and the information on the Website, subject only to the provisions of these Terms.

Severability/Non-Waiver
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions of these Terms shall be enforced. The failure by one party to act with respect to a breach by the other party under these Terms does not waive the first party’s right to act with respect to subsequent or similar breaches.

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