MMIS Terms of Use

This Web site is operated by MMIS, Inc., hereinafter "MMIS" located at 100 International Drive Portsmouth, New Hampshire. Throughout the site, the terms "we," "us" and "our" refer to MMIS. We offer this web site, including all information, tools and services available from this site, to you, the user, conditioned upon your acceptance of all the terms, conditions, policies and notices stated here. Your use of this site constitutes your agreement to these Terms of Use.

We may periodically change the Terms of Use without notice to you, so please check back from time to time. Unless otherwise stated, any new features that augment or enhance the Site shall be subject to these Terms. By accessing and utilizing the Site, you agree to these Terms of Use.

For an explanation of MMIS practices and policies related to the collection, use and storage of our users' information, please see our Privacy Policy.

If you are a member of the MMIS DataRoom™ you are also subject to the terms and conditions (the "Terms and Conditions") governing your participation therein. To the extent the Terms and Use conflict with the Terms and Conditions, the latter shall apply.

These Terms of Use apply to all portions and uses of the MMIS website, including general use of the website, use of MMIS RSS feeds, use and access to MMIS DataRoom™ as a member, program materials, Member data, interactive portions of the website, and use and conduct on the sections of the website where you are permitted to post information or otherwise interact with other website users. Failure to abide by these terms may result in the suspension or termination of your right to access or participate on certain portions of the MMIS website.

MMIS DataRoom™

Invitation, registration and log-in are required in order to: (i) view and access MMIS DataRoom™ materials; (ii) post to any of the DataRoom™ folders and other interactive portions of the website; and (iii) adjust user settings. All information provided through the registration process will be handled by MMIS in accordance with MMIS's Privacy Policy.

Please keep in mind when choosing a display name that your display name will automatically appear with your posts on the website. Additionally, we may not allow a display name that is already being used by someone else, impersonates another person, infringes the intellectual property or other rights of any person, is vulgar or otherwise offensive, or that we do not permit for any other reason at our sole discretion.

In consideration of your use of the MMIS website, you agree that all information provided in your profile is accurate, true, current and complete.

Accuracy, Completeness and Timeliness of Information on This Site

MMIS is not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk. This site may contain certain historical information. Historical information necessarily is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on the site. You agree that it is your responsibility to monitor changes to the site.

Eligibility

By using the Site, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Site services does not violate any applicable law or regulation. Your profile may be deleted and your membership in the Site may be terminated without warning if we believe that the information you provided is not truthful or accurate.

Personal Profile

Once you have registered for the Site, you may create a personal profile to describe your credentials, education, professional experience and relevant background. Your personal profile may be available for viewing by other registered members of the Site and will be considered non-confidential and non-proprietary.

Ownership of Materials

All Materials on the Site are provided by MMIS unless otherwise indicated. Site Materials and the trademarks, service marks and logos contained therein ("Marks") are owned by or licensed to MMIS and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Site Materials may not be copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, uploaded, or otherwise exploited without the prior written consent of the respective owners.

Member Materials

MMIS does not claim any ownership rights in the text, files, images, photos, video, sounds, works of authorship, or any other information in the Materials provided by You ("Member Materials") that you post to the Site. After posting your Member Materials to the Site, you continue to retain all ownership rights in such Member Materials, and you continue to have the right to use your Member Materials in any way you choose. By displaying or publishing ("posting") any Member Materials, you hereby grant to the Site a limited nonexclusive, worldwide, royalty-free, sublicensable (through multiple tiers) and transferable license to use, modify, publicly perform, publicly display, reproduce, edit, aggregate, translate, reformat, prepare derivative works based upon, distribute and otherwise exploit such Member Materials, in whole or in part, solely on and through the Site.

You are prohibited from posting or transmitting to or from this Site any unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. You are prohibited from revealing the name or other personally identifying information of any other Site member unless that individual has previously revealed his or her own name or personally identifying information in that specific Site post.

Site Security

In order to access the Site, You are required to provide a valid e-mail address along with a password. Specific features of the Site may require additional security measures. You are responsible for maintaining the confidentiality of your e-mail address and password along with any other security measures required to utilize the Site. MMIS shall not be liable for any loss or damages arising from your failure to safeguard your user name and password. If you believe that your user name and password have been compromised or obtained by another individual, please immediately contact the Site administrator to de-activate your e-mail address and/or password.

You shall not violate or attempt to violate the security of the Site. Violations of system or network security may result in civil or criminal liability. MMIS reserves the right to investigate occurrences which may involve such violations and may involve, and cooperate with government authorities in investigating such occurrences and prosecuting users who have participated in such violations.

Disclaimer of Medical Information

The Materials available through this Site are for informational and educational purposes only and are not a substitute for your own clinical judgment as a licensed healthcare practitioner. As a licensed healthcare practitioner, we encourage you to confirm the Materials and information obtained from the Site with other sources before undertaking any treatment based upon the Materials. The use of the Site and the Materials are provided on an "As Is" basis. Some of the Materials on the Site may be provided by other Users. We are not responsible for the accuracy of Materials provided by other Users. Whether the Materials are provided by us or other Users, we are not liable for any claims, loss or damages resulting from your use of the Materials made available through the Site. MMIS does not endorse or recommend any drugs, therapies or medical devices referenced or mentioned on the Site. To the extent that the Materials on the Site contain information on drugs or medical devices that are not approved or cleared by the FDA, You use such information and Materials at your own risk. MMIS does not endorse or promote the off-label use of any drugs or medical devices.

Patient Information

The Materials provided through the Site may enable You to transmit, store, review or receive confidential patient information ("Patient Information"). State and Federal Laws impose obligations with regard to the transfer or dissemination of Patient Information and may limit Your ability to utilize certain Materials or transmit Patient Information to third parties. You represent and warrant that You will, at all times during the term of this Agreement and thereafter, comply with all State and Federal laws governing the use and dissemination of Patient Information, including but not limited to the Health Insurance Portability and Accountability ACT (HIPAA) and any amendments thereto. You are at all times, during the term of this Agreement and thereafter, responsible for securing all necessary consents or permissions necessary to disclose, process, transmit or store Patient Information in connection with Your use of this Site. MMIS, DISCLAIMS ALL LIABILITY, DAMAGES AND LOSSES ARISING OUT OF YOUR USE OR MISUSE OF PATIENT INFORMATION OR OTHER INFORMATION TRANSMITTED, STORED OR RECEIVED WHILE UTILIZING THE SITE. WE RESERVE THE RIGHT TO REMOVE, DELETE, AMEND OR EDIT AN MATERIAL THAT IN OUR SOLE DISCRETION VIOLATES THE ABOVE.

Copyright Policy

You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of the Site to terminate membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of proper notification to the Site by the copyright owner or the copyright owner's legal agent.

DMCA Notice and Take-Down Procedures

If you are a copyright owner or an agent thereof and believe any Materials or other posted information infringes upon your copyrights, you may submit a notification of claimed infringement under the Digital Millennium Copyright Act ("DMCA") containing the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of a copyright interest that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted words at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address; (v) a statement that you have a good faith belief that the disputed use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and made under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our Designated Copyright Agent to receive notifications of claimed infringement is:

Timothy Robinson, Esq.

Tel: +1(603)929-5078

E-mail: trobinson@millennium-mis.com

Please send only DMCA notices to our Designated Agent. You acknowledge that if you fail to comply with all of the above requirements of this Section, your DMCA notice may not be valid.

Disclaimers

THE MATERIALS DISPLAYED OR MADE AVAILABLE ON THE SITE ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. IN NO EVENT SHALL MMIS, ITS SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES OR STOCKHOLDERS BE LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY AND ALL DAMAGES INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND LOSS OF BUSINESS OPPORTUNITIES) ARISING OUT OF OR RELATING TO (1) THE USE OF, OR INABILITY TO USE, THE MATERIALS, OR (2) RELIANCE ON THE CONTENT AND MATERIALS; OR (3) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES; OR (4) INFORMATION COMMUNICATED THROUGH THREADED ONLINE DISCUSSIONS, MESSAGE BOARDS OR PHYSICIAN DATA ROOMS; (5) THE SATISFACTION OF ANY GOVERNMENT REGULATION REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION OR "OFF-LABEL" USES OF DRUGS OR DEVICES CONTAINED IN SITE MATERIALS OR (6) ANY OTHER FAILURE TO PERFORM BY MMIS OR ITS CONTENT PROVIDERS. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER MMIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MMIS MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE, MATERIALS, OR THIRD PARTY SITES (1) WILL BE UNINTERRUPTED OR ERROR-FREE; (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS, (3) IS SECURE, OR (4) WILL MEET YOUR SATISFACTION.

Limitations of Liability

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, MMIS SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND MMIS AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE VALUE OF $100.00. YOU AND MMIS AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND MMIS YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, MMIS WOULD NOT PROVIDE THIS SITE TO YOU.

Indemnification

As a condition of your use of this Site, you agree to indemnify, defend and hold MMIS, our officers, directors, employees, agents and representatives harmless from any against all claims, damages, losses, costs (including reasonable attorneys fees), or other expenses that arise directly or indirectly out of or from (a) your violation of the Terms; (b) your use of the Site; or (c) your violation of the rights of any third party.

To Report a Concern About Content on the Site

If you believe that any Material on the Site is unlawful, defamatory, threatening, deceptive, misleading, subject to a confidentiality obligation, or constitutes material, non-public information, notify the MMIS Legal Department, MMIS, Inc. 100 International Drive, Hampton, New Hampshire 03842; tel.: (603) 929-5078, fax.: (603) 926-3942

Governing Law; Jurisdiction

These Terms are governed by the law of the State of New Hampshire without reference to the principles of conflicts of laws thereof. You agree to submit to the personal and exclusive jurisdiction of the courts located within the County of Rockingham, State of New Hampshire with respect to all disputes arising out of or related to these Terms. If any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

Entire Agreement

This Agreement, including the Privacy Policy, and any other policy or agreement which is incorporated herein by reference, contains the entire agreement between you and MMIS relating to the subject matter hereof, and supersedes any other oral or written communications relating thereto. MMIS reserves the right to make changes to this Agreement at any time without advance notice. MMIS agrees to post all amended forms of this Agreement on the Site and such amended forms shall be effective immediately upon its posting. It is at all times Your responsibility to read the most current form of this Agreement before using the Site to ensure that You agree to the terms and conditions of any amendments made to this Agreement. You agree that these standards for notice of amendments to this Agreement are reasonable.