These Terms and Conditions apply to any purchase and/or arrangement for any products or services of Greenville Neuromodulation Center, by internet, phone, written documentation, in person, or otherwise. This includes, but is not limited to any use or contact at www.greenvilleneuromodulation.com (the “Site”), associated web applications, and any Center products and services as an online, phone, or other resource for health care professionals.
PLEASE READ THIS INFORMATION CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS.
These Terms and Conditions (“Terms”) apply to your purchase of products and/or services and support (collectively “Services”), sold or provided by Greenville Neuromodulation Center (“Center”), including its affiliates or subsidiaries. By placing any order or arranging for use of the Services, you accept and are bound to the terms of this Agreement.
“You” or “Your” means any user or purchaser of any service or product of Center, including any of your employees, agents, representatives, successors, assigns, directors or officers.
These Terms may be changed from time to time and without further notice. Your continued use of any ongoing Service of Center after any such changes constitutes your acceptance of the new Terms. If you do not agree to abide by these or any future Terms, you may not use any Service of Center or download materials from the Site.
These Terms apply exclusively to your access to and use of the Service. These may be modified only by a written agreement signed by authorized Center management.
1. Other Documents. These Terms may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by Center.
2. Payment Terms; Orders; Quotes; Interest. Terms of payment are within Center’s sole discretion and unless otherwise agreed to by Center, payment must be received by Center prior to Center’s acceptance of an order. Payment for the Services will be made by credit card, wire transfer or some other prearranged payment method unless credit terms have been agreed to by Center. Invoices are due and payable within the time period noted on your invoice, measured from the date of the invoice. Center may invoice parts of an order separately. Your order is subject to cancellation by Center, in Center’s sole discretion.
3. Warranties and Disclaimers. THE SITE AND THE SERVICES AND ANY PRODUCT AVAILABLE THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT USE OF THESE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CENTER AND ITS AFFILIATES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT USE OF THIS SITE AND/OR PRODUCT OR SERVICES, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE SITE, IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS, YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, DATA AND/OR SOFTWARE. YOU ACKNOWLEDGE THAT CENTER DOES NOT CONTROL INFORMATION, PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE. EXCEPT AS OTHERWISE AGREED IN WRITING, CENTER AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF ANY ADVICE, OPINION, STATEMENT OR OTHER CONTENT OR OF ANY PRODUCTS OR SERVICES DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE SITE. CENTER DOES NOT MAKE ANY WARRANTY THAT THIS SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THIS SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. NOR DOES CENTER MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS SITE OR ITS CONTENT OR AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH USE OF THIS SITE. CENTER ASSUMES NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY A USER, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA FROM DELAYS, NONDELIVERIES OF CONTENT OR EMAIL, ERRORS, SYSTEM DOWN TIME, MISDELIVERIES OF CONTENT OR EMAIL, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION, OR SERVICE INTERRUPTIONS CAUSED BY THE NEGLIGENCE OF GE, ITS AFFILIATES, ITS LICENSORS, OR A USER’S OWN ERRORS AND/OR OMISSIONS EXCEPT AS SPECIFICALLY PROVIDED HEREIN, CENTER DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH THE SITE WILL BE MAINTAINED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CENTER OR THROUGH THE SITE OR SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN WRITING. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
4. Software. With respect to software made available to you by Center in connection with the Services or Product, if no license terms accompany the software, then subject to your compliance with the terms set forth in this Agreement, Center hereby grants you a personal, nonexclusive revocable, nontransferable license to access and use such software only during the term of the Services. Title to software remains with the Center or its licensor(s).
5. Changed or Discontinued Services. Center’s policy is one of ongoing update and revision. Center may revise and discontinue the Services at any time without notice to you. Center may terminate, change, suspend or discontinue any aspect of the Services, including the availability of any features, at any time. Center may remove, modify or otherwise change any content, including that of third parties, on or from the Services and the Site. Center may impose limits on certain features and Services or restrict your access to parts or all of the Services without notice or liability. Center may terminate your use of the Services at any time in its sole discretion.
6. Limitation of Liability. CENTER DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CENTER WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, CENTER IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. SOME JURISDICTIONS MAY NOT ENFORCE ALL OF THESE LIMITATIONS, AND ONLY THE LIMITATIONS THAT ARE LAWFULLY APPLIED TO YOU IN YOUR JURISDICTION WILL APPLY.
7. Indemnification. You assume the entire responsibility and liability for, and agrees to pay, indemnify, defend and hold harmless Center and its respective principals, agents, affiliates, directors, partners, members, officers, managers, employees, trustees and beneficiaries (collectively, the “Indemnified parties”) from and against any loss, expense, liability, damage or cost (including, without limitation, judgments, attorneys’ fees and cost, court costs and the cost of appellate proceedings) which any of the Indemnified Parties incur on account of loss, or any claim arising out of, in connection with or as a consequence of the performance of, or the failure to perform, the agreement or agreements relating to the Services, or any one for whose acts CENTER may be liable with respect to the Services.
8. Not For Resale or Export. You agree to comply with all applicable laws and regulations of the various states and of the United States. You agree and represent that you are buying Services and any Products for your own internal use only, and not for resale or export. The Services, which may include technology and software, is subject to U.S. export laws as well as the laws of the country where it is delivered or used. Services may not be sold, leased or transferred to restricted countries, restricted end users or for restricted end uses. You agree that the Services purchased from Center will not to be used for activities related to weapons of mass destruction, including activities related to the design, development, production or use of nuclear materials, nuclear facilities or nuclear weapons, or chemical or biological weapons. You further agree that you will not sell, lease or otherwise transfer the Services to end users engaged in these activities.
9. Governing Law and Jurisdiction. THE PARTIES AGREE THAT THIS AGREEMENT, ANY PURCHASES OR SERVICES THEREUNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW AND EQUITABLE CLAIMS) BETWEEN YOU AND CENTER arising from or relating to this Agreement, its interpretation or the breach, termination or validity thereof, the relationships which result from this agreement, Center’s advertising, or any related purchase SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, COUNTY OF MERCER WITHOUT REGARD TO CONFLICTS OF LAW. IT IS AGREED THIS AGREEMENT AND ALL SERVICES AND PRODUCTS ARE SITED AND PROVIDED IN MERCER COUNTY, PENNSYLVANIA. IT IS AGREED THAT IN THE EVENT OF ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW AND EQUITABLE CLAIMS) BETWEEN YOU AND CENTER, YOU AGREE TO SUBMIT TO THE PERSONAL AND EXCLUSIVE ORIGINAL JURISDICTION OF THE FEDERAL OR STATE COURTS FOR MERCER COUNTY, COMMONWEALTH OF PENNSYLVANIA, SUBJECT TO ORDINARY RIGHTS OF APPEAL, WITH ANY JUDGMENT OR ORDER ENFORCEABLE IN ANY COURT OF COMPETENT JURISDICTION.
10. Protected Health Care Information. You covenant, certify and agree that you have obtained and retained legally binding releases of each and every patient authorizing your and Center’s use and disclosure, sharing, and otherwise obtaining protected medical information of said patients, including but not limited to any individual identifiable health or medical records, any information governed by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), 42 USC 1320d and 45 CFR 160-164 or other local, state or federal laws and regulations relating to the protection or confidentially of health care information and will provide same to Center upon request. You further covenant, certify and agree that any health care information shared with Center has been specifically authorized and released to be shared by the patient with Center including but not limited to any individual identifiable health or medical records, any information governed by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), 42 USC 1320d and 45 CFR 160-164, and successor law or statute and/or other local, state or federal laws, statutes, rules and regulations, of any applicable country or jurisdiction relating to the protection or confidentially of health care information.
11. Limited License. Your use of the Services and any intellectual property, patent, or copyright (“Intellectual Property”) of Center is limited solely to the professional use of providing medical services as permitted by Center. Center grants only a revocable nonexclusive nontransferable limited license to use any such Intellectual Property, which you agree at all times remains the exclusively owned property of Center.
12. Confidential Information. During the course of such Services, you may be provided some Confidential Information of Center, including techniques, manners of operation, business or medical practices, data, charts, etc. You agree to keep such Confidential Information strictly confidential and not disclose same except as authorized in writing by Center.