Terms of Use Agreement

Thank you for visiting the keypointemedical.com website (the “Site”).  This document sets forth the terms and conditions that apply to your use of the Site.

The effective date of this Terms of Use Agreement (“Agreement”) is February 1, 2013.  This version of the Agreement replaces and supersedes any prior terms of use applicable to the Site.

This Site is owned by Key Pointe Medical LLC (“Key Pointe Medical”, “we”, us” and “our, as applicable).  Key Pointe Medical and our affiliates provide this Site and related products and services to you (the “user”, “you, and “your”, as applicable), the user of this Site, only for your personal, non-commercial use and subject to your acceptance of and compliance with this Agreement.  Please read the terms contained herein carefully before using this Site and/or the products or services associated therewith.  Your use of this Site confirms your unconditional acceptance of these terms and conditions, whether or not you obtain products or services from us.  If you do not accept these terms and conditions, do not use this Site.

Changes to this Agreement

1.            We reserve the right, in our sole discretion, to revise this Agreement at any time.  Any changes to these terms will be included in a revised version of this Agreement accessible through the Site.  Your use of the Site and any related products or services following posting of any changes to this Agreement constitutes your unconditional acceptance and agreement to be bound by the changed terms.  You must cease using the Site if you do not agree to be bound by the revised terms and conditions.

Privacy Information

2.            By visiting or using this Site, contacting us through this Site, creating a user account, making submissions to the Site, you consent to our collection and use of personal information as discussed in our Privacy Policy, which is hereby incorporated into this Agreement.  A copy of the Privacy Policy can be accessed here.

General Use and Site License

3.            This Site and its related products and services are intended only for use by those who are 18 years of age or older and of the age of majority in the jurisdiction in which they reside.  If you are not 18 or older, and of the age of majority in the jurisdiction in which you reside, you cannot use this Site without the accompaniment and supervision of your parent or legal guardian.  If you are a parent or legal guardian, you agree that you will monitor and supervise the use of this Site by children, minors and others under your care, and you agree to be responsible for their use of this Site.  Any use of this Site by persons not of the age of majority in the jurisdiction in which they reside and without parental consent can result in immediate termination of your use of this Site and/or any affiliated products or services.

You access and use of this Site is for informational purposes only and not intended to create a relationship that would give rise to a duty on behalf of Key Pointe Medical. If you rely on any of the information provided by this Site or at the recommendation of other users, you do so solely at your own risk.

4.            We grant you a limited, nonexclusive and revocable license to make personal and non-commercial use of the Site.  You may view, copy, download or print materials from this Site for your own personal and non-commercial use.  In this context, “personal and non-commercial use” does not include posting, uploading or otherwise publishing the materials to any other site.  This license does not include any rights not specifically enumerated herein.  You agree to use this Site only for lawful purposes and in accordance with the terms and conditions contained herein.

5.            Without altering the scope of the license, and except as expressly provided for in this Agreement, this license does not include the right (a) to modify, adapt, translate, copy, reproduce, imitate, distribute, publish or resell the Site or any of the content on the Site, including but not limited to the trademarks and copyrights of Key Pointe Medical, and its affiliates, or to make derivative use of the Site or its contents; (b) to make commercial use of the Site or any of its contents; (c) download or copy any account information that is not your own for your own use or for the benefit of another party; (d) to bypass any technical measures used to prevent or restrict access to any portion of the Site; (e) to reverse engineer, decompile or disassemble the Site, or to convert into human readable form any of the contents of this Site not intended to be so read, including but not limited to using or directly viewing the underlying code for the Site except as interpreted and displayed in a web browser; (f) to use any data mining, robots, or similar automated data gathering and extraction tools to access the Site; (g) to violate or attempt to violate the security of the Site, (h) to interfere with or attempt to interfere with the proper working of the Site; (i) to alter or modify, or attempt to modify, any part of the Site; or (j) to attempt to gain unauthorized access to any portion of the Site or any systems or networks connected to the Site through hacking, cracking, mining, phishing or any other means.

6.            You agree not to use the Site for any purpose that is unlawful or prohibited by the Agreement or to solicit the performance of any illegal activity, to stalk or harass other users of the Site, or to engage in any other activity which infringes the rights of Key Pointe Medical or any other third parties.  You agree not to take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or any systems or networks connected to the Site.

7.            You acknowledge that your use of this Site is at our sole discretion, and your license to use the site may be terminated by us at any time, for any reason or for no reason.  We reserve the right, in our sole discretion, to refuse service, to block or prevent future access to and use of this Site, to terminate any user’s account, and to alter or delete any material submitted to the Site through the user’s account.  Following termination of this license, the terms of this Agreement shall still apply to the extent practicable.

Intellectual Property Rights

8.            Unless otherwise noted, all non-submitted content included on this Site, including images, illustrations, designs, icons, photographs, video clips, text and other material, is the property of Key Pointe Medical or its suppliers, licensors, partners or affiliates and is protected by United States and international copyright laws.  All of the non-user submitted content on this Site is the property of Key Pointe Medical or is used by us with the permission of its owner.  The compilation of this Site is the exclusive property of Key Pointe Medical and is protected by United States and international copyright laws.  You agree that you will not take any actions inconsistent with Key Pointe Medical’s ownership of the Site and its content.

9.            The trademarks, logos, and service marks displayed on this Site are owned by Key Pointe Medical and other third parties, and this Site’s trade dress is owned by Key Pointe Medical.  All trademarks not owned by Key Pointe Medical are the property of their respective owners, and, where used by Key Pointe Medical, are used with permission.  Nothing contained on this Site may be construed as granting, by implication, estoppel, or otherwise, any right or license to use any trademark.  Key Pointe Medical’s trademarks and/or trade dress may not be copied, imitated or used, in whole or in part (including use in metatags or in hidden text), without our prior written permission.  You agree that you will not take any actions inconsistent with Key Pointe Medical’s ownership of, or any third party’s ownership of, the trademarks and trade dress used on this Site.

10.          Any unauthorized use of any content or materials on this Site is strictly prohibited and may violate copyright and trademark laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.

Your Account

11.          Before you can make use of certain services associated with this Site, you may be required to register with the Site and create a user account, either independently or connected through Facebook, Twitter, LinkedIn and any other third-party social networking sites we may affiliate with the Site (the “Connected Networks”).  You understand that the creation of a user account through the Connected Networks will require a connection to be created between the Site and the Connected Networks to facilitate your participation and activities on the Site.

12.          You acknowledge and agree that we are not responsible for any unauthorized charges or other breach of your financial information and/or security.  You agree and warrant that all information you provide to us through this Site, including but not limited to any contact information, registration information and payment information for your account, is truthful and accurate.  You further agree to maintain the accuracy of your account information and to inform us promptly of any changes to your account information, including but not limited to any changes to your email address.

13.          You agree and understand that your use of the Connected Networks is pursuant to the respective terms and conditions and privacy policies of those websites and that we have no control over or ability to alter any postings made to the Connected Networks.  Furthermore, you understand that the connection of the Site to any accounts you hold on the Connected Networks may lead to certain information from those accounts being shared with us by the Connected Networks, including but not limited to, profile pictures, location data, personally identifiable information, and any other information you have posted to the Connected Networks.

14.          You agree to accept responsibility for all activities that occur under your account.  You agree not to disclose your account password to others, and you agree to notify us immediately of any unauthorized use of your account.  We are neither responsible for nor liable for any loss or other injury that you may incur as a result of someone else using your user account or password, either with or without your knowledge.

15.          By creating an account with the Site, you consent to receive communications from us electronically via the email address associated with your account.  Although you can opt not to receive promotional messages, we retain the right to send you informational email messages about your account or administrative notices regarding the Site, as permitted under the CAN-SPAM Act (15 U.S.C. §7701 et seq.).

16.          You are expressly prohibited from selling, trading, or transferring your account (including but not limited to, selling, trading or transferring emails associated with such account).

Submission of Content and User Activity

17.          You understand that all information, communications, data, text, software, music, sound, photographs, graphics, videos, messages or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated.  This means that you, and not Key Pointe Medical, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Site or any associated products or services.

18.          We may also provide you, from time to time, products, services, features, and/or sections that allow users to post or upload links to materials, content, information, communications, data, text, software, music, sound, photographs, graphics, videos, messages, or other materials posted on other websites and domains publicly transmitted (“Non User Content”).

19.          You represent and warrant that you own or otherwise control all the rights to any Content that you upload, transmit or otherwise make available through the Site; that use of the Content you provide does not violate the intellectual property rights or any other rights of any third parties, and that use of the Content you provide will not cause injury to any person or entity.  In line with, and without limiting, the foregoing, you specifically agree that you will not (a) provide any Content that is unlawful (according to local, state, federal or international law) or any Content that advocates or is used to fund illegal activity; (b) provide any Content that is defamatory, false or libelous, or that contains unlawful, harmful, threatening, harassing, discriminatory, abusive, profane, pornographic or obscene material; (c) provide any Content that you do not have a right to provide under law or under a contractual or fiduciary relationship; (d) provide any Content that contains software viruses or other harmful devices; or (e) impersonate any other person or entity or forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content you provide.  You agree that you will indemnify Key Pointe Medical or its affiliates for all claims resulting from or related to Content you post or submit.

20.          You grant the following license with respect to any and all Content you post or submit to this Site:  you hereby expressly grant to Key Pointe Medical a royalty-free, perpetual, non-exclusive, irrevocable right and license to use, reproduce, adapt, modify, publish, edit, translate, perform, transmit, sell, exploit, sublicense or otherwise distribute and display the Content and any ideas, concepts, know-how or techniques contained therein for any reason and in any manner it chooses, alone or as a part of other works, in any form, medium or technology now known or later developed, without restriction and without compensation of any kind to you, and you waive all moral rights in all such Content.  For informational purposes, we note that the uses to which we may put the information or Content you provide include, but are not limited to, reproduction and use in any and all media whether now known or hereafter devised; publication of the Content or a derivative thereof for promotional, marketing and advertising purposes, and use in the development and manufacture of products.

21.          You understand that by using the Site, you may be exposed to Content and Non-User Content that is offensive, indecent or objectionable.  Under no circumstances will we be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Site.

22.          The opinions expressed in postings or other Content or Non-User Content on this Site are not necessarily those of Key Pointe Medical or its content providers, advertisers, sponsors, affiliated or related entities.  We make no representations or warranties regarding any information or opinions posted to or otherwise included on or transmitted through the Site.  We do not represent or guarantee the truthfulness, accuracy, or reliability of any Content or Non-User Content or determine whether the Content or Non-User Content violates the rights of others.  You acknowledge that any reliance on material posted by other users will be at your own risk.

23.          We are not obligated to regularly review, monitor, delete or edit the Content or Non-User Content of the Site as submitted by users.  However, we reserve the right to do so at any time in its sole discretion, for any reason or no reason, and to edit or delete any posting or submission, in whole or in part, with or without notice.  We are not responsible or liable for damages of any kind arising from any Content or Non-User Content, or from our alteration or deletion of any Content or Non-User Content, even when we are advised of the possibility of such damages.

24.          You acknowledge, consent and agree that Key Pointe Medical may access, preserve and disclose your account information and any Content you submit if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:  (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Key Pointe Medical, its affiliates, its personnel, other users and the public.

Links to Third Party Sites

25.          This Site may contain links to third-party websites, Non-User Content, or other resources, which we may have no direct control and all of which may have their own set of rules and guidelines for usage of their sites and products and services.  We have not reviewed the accuracy of the content of any linked third party site.  No endorsement of any such linked third party site is made, either express or implied.  Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and that we do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources.  You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, products or services available on or through any such site or resource.  Use of such links is at your own risk.

Software

26.          To the extent applicable, software from this Site is subject to United States Export Controls.  No software from this Site may be downloaded or exported (i) into, or to a national or resident of, any other country to which the United States has embargoed goods; or (ii) to anyone to the United States Treasury Department’s list of Specially Designated Nations or the U.S. Commerce Department’s Table of Deny Orders.  By downloading or using software on this Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or any such list.

Disclaimer of Warranties; Indemnification; Resolution of Disputes

27.          Key Pointe Medical provides this Site and the associated products and services in connection with one or more affiliated companies and third party agents.  Any terms and conditions related to the disclaimer of warranties, your obligation to indemnify Key Pointe Medical, and your available remedy in the event of any dispute apply equally with respect to these affiliated companies and agents.

28.          THIS SITE, ITS CONTENT, AND ANY ASSOCIATED PRODUCTS AND SERVICES ARE PROVIDED BY KEY POINTE MEDICAL ON AN “AS IS” AND “AS AVAILABLE” BASIS.  KEY POINTE MEDICAL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE, TO THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THIS SITE, OR TO THE FUNCTIONALITY OF ANY PRODUCTS OR SERVICES ASSOCIATED THEREWITH.  TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, KEY POINTE MEDICAL DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF WORKMANLIKE EFFORT, OF SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF CONTENT, OR OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE.  FURTHER, KEY POINTE MEDICAL MAKES NO REPRESENTATIONS OR WARRANTIES THAT THIS SITE AND/OR ITS CONTENTS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.  KEY POINTE MEDICAL IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENTS ON THIS SITE.  KEY POINTE MEDICAL DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THIS WEBSITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL GOODS OR COMPUTER CODE THAT MAY BE TRANSFERRED TO YOUR COMPUTER WHEN DOWNLOADED.  IF YOUR USE OF THE WEBSITE AND OF THE CONTENT CONTAINED THEREIN RESULTS IN THE NEED FOR SERVICING OR REPLACEMENT OF EQUIPMENT OR DATA, KEY POINTE MEDICAL IS NOT RESPONSIBLE FOR THOSE COSTS.

29.          BY USING THE SITE, YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE, INCLUDING YOUR USE OF ANY AND ALL ASSOCIATED CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE, AND ANY ASSOCIATED PRODUCTS AND SERVICES IS SOLELY AT YOUR OWN RISK.  KEY POINTE MEDICAL DOES NOT WARRANT OR GUARANTEE THAT ITS PRODUCTS AND SERVICES WILL PROVIDE ANY DESIRED RESULT, THAT ITS SITE, SERVERS OR EMAILS SENT BY OR ON BEHALF OF KEY POINTE MEDICAL ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS.  FURTHER, KEY POINTE MEDICAL DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED AND ERROR-FREE OPERATION OF ITS SITE, NOR THAT ALL COMMUNICATIONS BETWEEN YOU AND KEY POINTE MEDICAL, OR BETWEEN YOU AND ANY OTHER USER OF THE SITE, WILL BE SECURE FROM ACCESS OR INTERFERENCE BY THIRD PARTIES.

30.          KEY POINTE MEDICAL WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR OTHERWISE RELATED TO YOUR USE OF OR INABILITY TO USE THIS SITE OR THE ASSOCIATED PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF KEY POINTE MEDICAL HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.  WITHOUT LIMITING THE FOREGOING, KEY POINTE MEDICAL WILL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESSING OR USE OF THIS SITE, OR FROM YOUR DOWNLOADING OF ANY MATERIALS FROM THIS SITE, OR FOR ANY DAMAGES ARISING OUT OF A THIRD PARTY’S UNAUTHORIZED ACCESS TO AND USE OF YOUR PERSONAL INFORMATION STORED ON KEY POINTE MEDICAL’S COMPUTERS AND/OR SERVERS.  KEY POINTE MEDICAL WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT YOU ALLEGE ARISE OUT OF OR ARE RELATED TO YOUR USE OF KEY POINTE MEDICAL’S PRODUCTS AND SERVICES.  IN NO EVENT SHALL THE AGGREGATE LIABILITY OF KEY POINTE MEDICAL, ITS PARENT, SUBSIDIARIES OR AFFILIATES — WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY — ARISING OUT OF OR RELATING TO THE USE OF THIS SITE EXCEED THE LESSER OF $5, OR THE TOTAL AMOUNT YOU PAID TO KEY POINTE MEDICAL TO ACCESS ITS PRODUCTS AND SERVICES AND/OR THE SITE.

31.          CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

32.          You agree to indemnify, defend and hold harmless Key Pointe Medical, its subsidiaries, agents, distributors and affiliates, and their officers, directors and employees, from and against any claim, demand, damages, cost and expenses, including reasonable attorney fees, arising from or related to your use of this Site and the products and services provided in connection with the Site, or your breach of any provision of this Agreement or any warranty provided hereunder.

33.          You agree that if you are dissatisfied with the Site or any products and services offered in connection with the Site, if you do not agree with any part of this Agreement, or you have any other dispute or claim with or against Key Pointe Medical with respect to this Agreement or the Site, your sole and exclusive remedy is to discontinue using the Site and any products or services offered in connection with the Site.

34.          This Site is created and maintained by Key Pointe Medical in the State of Ohio.  You agree that the laws of the State of Ohio, without giving effect to any principles of conflicts of laws, will govern this Agreement and any dispute of any sort that may arise between you and Key Pointe Medical or its affiliates.  Regardless of where you access this Site, you agree that any action or proceeding arising out of this Agreement or your use of the Key Pointe Medical Site and/or products or services, whether at law or in equity, must be brought in the state or federal courts located in Hamilton County, Ohio, and you hereby irrevocably and unconditionally consent to the exclusive personal jurisdiction of such courts.  You further agree to file any cause of action with respect to this Agreement within one year after the cause of action arises.  You agree that a cause of action filed after this date is barred.

Copyright Infringement Claims

35.          Key Pointe Medical respects the intellectual property rights of third parties, and complies with the terms of the Digital Millennium Copyright Act (DMCA) regarding such rights.  Key Pointe Medical reserves the right to remove access to infringing material posted to its Site.  Such actions do not affect or modify any other rights Key Pointe Medical may have under law or contract.

If you believe that any portion of the material contained on this Site infringes your copyright, notify Key Pointe Medical of your claim in accordance with the following procedure.  We will take appropriate action as required by the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512(c)(3).

Written Notification must be addressed as follows:

Key Pointe Medical LLC
Attn: Website Management
235 Industrial Drive
Franklin, Ohio 45005
Email:  clovett@kp-med.com

Upon receipt of a claim, Key Pointe Medical may investigate such claim and take appropriate action.

General Information

36.          This Agreement represents the entire understanding between the parties regarding your use of the site, and supersedes all other agreements, express or implied, between them.  This Agreement shall not be modified except as provided for herein or except in writing, signed by an authorized representative of Key Pointe Medical.  If any provision of this Agreement is determined to be invalid or unenforceable for any reason whatsoever, the remainder of this Agreement shall be enforced to the extent possible, and the offending provision shall be treated as though not a part of this Agreement.  Key Pointe Medical’s failure to act with respect to a breach of this Agreement by you or others does not constitute a waiver of its rights with respect to that breach or any subsequent breach, nor shall it constitute a waiver of any other rights under this Agreement.

37.          A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

38.          Any rights not expressly granted herein are reserved by Key Pointe Medical.

Contact Information

If you have any questions or suggestions regarding these terms and conditions, please contact us at:

Key Pointe Medical LLC
Attn: Website Management
235 Industrial Drive
Franklin, Ohio 45005
Phone: (937) 743-9474
Email:  clovett@kp-med.com