Terms and Conditions of Use Agreement

Effective Date: [June 1, 2018]

Please read this Terms of Use and Conditions of Use Agreement (the “Agreement”) carefully as it sets forth the conditions of use of the Medical Diagnostic Imaging Group (MDIG) website (the “Website”) and is a legally binding agreement between you, personally, and any entity on whose behalf you are using the Website (collectively “You” and/or “Your”) and The Medical Diagnostic Imaging Group, Ltd. together with its subsidiaries and affiliates (the “Company” and/or “We”), which owns and operates the Website. If You do not agree to the terms and conditions of this Agreement, then You should immediately cease all usage of the Website. The Company reserves the right, at any time, to modify, alter, or update
the terms and conditions of this Agreement without prior notice to You. Modifications shall become effective immediately upon being posted on the Website. Your continued use of the Website after amendments are posted constitutes an acknowledgment and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended.

By accessing and using the Website, You hereby expressly acknowledge and agree to be bound by the terms and conditions of this Agreement and the Company’s Privacy Policy, and any future amendments and additions to this Agreement and the Company’s Privacy Policy as published from time to time on the Website.

PLEASE BE AWARE THAT THE COMPANY IS A COVERED ENTITY WITHIN THE MEANING OF THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996, THE HEALTH INFORMATION TECHNOLOGY FOR ECONOMIC AND CLINICAL HEALTH ACT OF 2009, AND ALL IMPLEMENTING REGULATIONS (“HIPAA”).

PERSONS UNDER THE AGE OF 18 YEARS OLD MAY NOT USE THIS WEBSITE.

1. Use of Website

The Website may be used by individuals who can form legally binding contracts under applicable law. You must (1) provide all equipment necessary for Your own internet connection, including computer and/or table and/or mobile device and modem, and (2) provide for Your access to the internet. Subject to the terms and conditions mentioned herein, You are hereby granted a limited, non-exclusive, non-transferable, restricted license solely for the purpose of using the Website and receiving services that may be provided by or through the Website. No other right, title or interest is granted in, and to the Website. You shall not modify the Website, except as may be authorized, nor adapt, translate, reverse engineer, decompile, disassemble, and/or otherwise attempt to discover the source code of the software, nor take any other steps to discover the confidential information and/or trade secrets contained on the Website.

2. Intellectual Property

All content included or available through the Website, including the Website design, text, graphics, interfaces, and the selection and arrangements thereof, and all trademarks, copyrights, database rights and other intellectual property rights related to it belong to the Company or a third party. Any use of materials on or from the Website,including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of the Company is strictly prohibited.

3. Representations and Warranties

You represent and warrant to the Company that: (i) You have the full power and authority to enter into and perform Your obligations under this Agreement; (ii) Your assent to and performance of Your obligations under this Agreement does not constitute a breach of or conflict with any other agreement or arrangement by which You are bound, or any applicable laws, regulations or rules; (iii) all information provided by You through Your Client Tools or Radiologist Tools account is accurate and current and will be updated by You to remain current; (iv) this Agreement constitutes legal, valid and binding obligations on You, enforceable in accordance with its terms and conditions; (v) You will not infringe the patent, copyright, trademark, trade secret, right of publicity or other intellectual property or proprietary right of any third party in Your use of the Website; (vi) You will comply with all applicable laws, rules and regulations in Your use of the Website, as well as the agreed upon terms and conditions of this Agreement; and (vii) You understand and acknowledge that the Company may terminate this Agreement at any time in its sole discretion.

4. Disclaimer of Warranties

The Website is provided by the Company on an “as is” and on an “as available” basis. To the fullest extent permitted by applicable law, the Company makes no representations or warranties of any kind, express or implied, that the Website or the use thereof (i) will be free from defects, inaccuracies, or errors; (ii) will be uninterrupted or secure; (iii) will meet Your requirements; or (iv) will operate in the configuration with the other software You use. The Company disclaims all warranties with regard to the Website or information provided through the Website, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement.

5. Limitation of Liability

THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR, THE COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE WEBSITE, OR ITS USE, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF THE COMPANY ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, THE WEBSITE OR THE SERVICES EXCEED FIVE HUNDRED AND 00/100 DOLLARS ($500.00). SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; THEREFORE, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

6. Indemnification

You agree to indemnify and hold the Company, its officers, employees, subsidiaries, and affiliates harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of Your use of the Website, the violation of this Agreement, or infringement by You of any intellectual property or any other right of any person or entity.

7. Modifications and Interruption to Services

The Company reserves the right to stop providing the Website with or without notice to You. The Company shall not be liable to You or any third party should the Company exercise its right to stop providing the Website. You acknowledge and accept that (i) the Company does not guarantee continuous, uninterrupted or secure access or use of the Website and (ii) operation of the Website and may be interfered with or adversely affected by numerous factors or circumstances outside of the Company’s control.

8. Third-Party Sites and Information

The Website may include links to other sites on the Internet that are owned and operated by online merchants and other third parties and may rely on third-party information to provide services through the Website. You acknowledge that the Company is not responsible for the availability of, or the content located on or through, any third-party site, nor the accuracy of the information provided by any third party. You should contact the site administrator or webmaster for those third-party sites or administrator of any such third party as applicable if You have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms and conditions of use and privacy policies of each site, and the Company is not responsible therein. You are strongly encouraged to review said terms and conditions of use and privacy policies of third-parties’ sites.

9. Fees and Payments

The Company does not transact the payment and receipt process; the Company engaged third-parties to undertake such tasks. As such, when payments are made and billings are accessed, You will be linked to the site hosted by the third-party payment processor through the Company’s patient portal. Please ensure that You adhere to the terms and conditions and privacy policies of such third-party payment processor. The Company’s third-party payment processor shall authorize Your credit card, bank account, or other approved payment facility You provided during the registration process for the full payment of the fees and any applicable taxes, and You hereby consent to the same.

10. Governing Jurisdiction and Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to any conflicts-of-law principles. You agree that this Agreement is made and partially performed in the State of Arizona, and that venue for any action at law or in equity arising out of or relating to this Agreement shall be exclusively limited to the state or federal courts located in the State of Arizona. You hereby consent and submit to the exercise of personal jurisdiction over You by such courts for the purpose of litigating any such action, and waive any defenses of lack of minimum contacts or forum non conveniens.

11. Compliance with Laws

You assume all knowledge of applicable law and are responsible for compliance with any such laws. You shall not use or access the Website in any way that violates applicable state, federal, or international laws, regulations or other government requirements. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. You agree not to upload, post, email, transmit, or otherwise make available any content that (i) is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech; (ii) discloses any sensitive information about another person, including that person’s email address, postal address, phone number, credit card information, or any similar information that could be used to identify an individual; or (iii) is intended to “stalk,” threaten or otherwise harass another person.

12. Other Terms

If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that this Agreement and any other agreements referenced herein may be assigned by the Company, in its sole discretion, to a third party in the event of a merger or acquisition or sale of all or substantially all of the assets of the Company. This Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between You and the Company.

13. Privacy Policy Statement

The Company will take all commercially reasonable and legally required measures to safeguard Your privacy while visiting the Website. You agree that by accepting this Agreement, You are consenting to the use and disclosure of Your personally identifiable information and other practices described in the Company’s Privacy Policy.

14. How to Contact Us

If You have questions about this Agreement, please contact the Company via:

-The General Inquiries portal on the Website;
-Email at abaxter@ammsllc.com; or
-Postal mail to: MDIG Corporate Office, 10835 N. 25th Ave., Suite 140, Phoenix, AZ 85029-4751

Our intent is to promptly reply to every message We receive. This information is used to respond directly to Your questions or comments. We also may file Your comments to improve our services in the future.