TERMS and CONDITIONS of USE AGREEMENT ("Agreement")

Read This Terms and Conditions of Use Agreement Before Accessing This Website.
Effective Date: This Terms and Conditions of Use Agreement was last updated on August 9, 2011

This Terms of Use Agreement sets forth the standards of use of the ClinicalCloud, Inc. (the "Company") Service. By using the Company's website (the "Website") you (the "Member") agree to these terms and conditions. Should you not agree to the terms and conditions of this Agreement and the other information which is available in the registration process on the Service ("Information") and incorporated by reference in this Agreement, you shall immediately cease all usage of this website. We reserve the right, at any time, to modify, alter, or update the terms and conditions of this agreement without prior notice. Modifications shall become effective immediately upon being posted at the Website. Your continued use of the Service after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended.

1. Operating Policies

The following operating policies govern your conduct on the Service. Your failure to comply with these policies may result in suspension or termination of your access to the Service and possible legal action against you.

a. Requirements: You must be 18 years of age to register and you must register on the Service under your own name. You must inform the Company promptly if there is a change in the information you provided to the Company at the time of registration, including change of address or name
b. Account Access: Upon initial registration for the Service, you may be required to select a User ID and Password. Company reserves the right to reject or cancel any User ID you select for any cause and in its sole discretion
c. Communication Services: Company's Website may contain bulletin board services, chat areas, news group, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. Company has no obligation to monitor the Communication Services. However, the Company reserves the right to review materials posted to a Communication Service and to remove any material in its sole discretion. Company reserves the right to terminate your access to any or all of the Communication Services at any time and without any reason whatsoever.
d. Prohibited Actions: By way of example, and not as a limitation, you agree that when using a Service, including any Communication Services, you will not:

i. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as right of privacy and publicity) of others.
ii. Publish, post, upload, distribute, transmit, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent, libelous or unlawful topic, name, material or information.
iii. Upload files that contain software or other material protected by intellectual property laws (or by right of privacy laws) unless you own or control the rights thereto or have received all necessary consents. Such material includes, but is not limited to, unauthorized copyrighted text, images, programs, trade secrets, trademarks, service marks or other confidential proprietary information.
iv. Post or transmit any message anonymously or under a false name. You may not permit any other person (other than an agent acting on your behalf and subject to your supervision) to access the Service using your account for any purpose.
v. Upload files that contain viruses, worms, "Trojan Horses", corrupted files, or any other similar software or programs that may damage the operation of another's computer.
vi. Advertise, buy, sell or offer to buy or sell, any goods or services for any purpose, unless the Company specifically allows such messages or actions.
vii. Conduct or forward surveys, contests, pyramid schemes, charity requests, petitions for signature, or chain letters.
viii. Download any file posted by another Member that you know, or reasonably should know, cannot be legally distributed in such manner.
ix. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of origin or source of software or other material contained in the file that is uploaded.
x. Restrict, inhibit or interfere any other Member's use of the service, including, without limitation, disrupting normal flow of dialog in a chat room.
xi. Violate any code or conduct or other guidelines which may be applicable for any particular Communication Service.
xii. Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
xiii. Violate any applicable laws or regulations.


2. 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, REGARDING THE USE OR THE RESULTS ITS AND WEBSITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE COMPANY SHALL HAVE NO LIABILITY FOR ANY INTERRUPTIONS IN THE USE OF THIS WEBSITE. THE COMPANY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE INFORMATION PROVIDED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THEREFORE THE ABOVE-REFERENCED EXCLUSION MAY BE INAPPLICABLE.

THE INFORMATION CONTAINED IN THIS SERVICE IS PRESENTED IN SUMMARY FORM ONLY AND INTENDED TO PROVIDE BROAD CONSUMER UNDERSTANDING AND KNOWLEDGE OF HEALTH CARE TOPICS. THE INFORMATION SHOULD NOT BE CONSIDERED COMPLETE AND SHOULD NOT BE USED IN PLACE OF A VISIT, CALL, CONSULTATION OR ADVICE.


3. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATED TO (1) THE USE OR PERFORMANCE OF THE COMPANY WEBSITE OR (2) THE DELAY OR INABILITY TO USE THE COMPANY WEBSITE OR (3) ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND GRAPHICS OBTAINED THROUGH THE COMPANY WEBSITE, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS MAY BE INAPPLICABLE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE COMPANY'S WEBSITE, OR WITH ANY OF THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE COMPANY WEBSITE.


4. Indemnification

Member agrees to indemnify and hold Company, its parents, subsidiaries, agents, suppliers, affiliates, officers, directors, employees and Licensors (collectively the "Service Providers"), harmless from any claim or demand, including attorneys' fees and costs, made by any third party (including negligent or wrongful conduct), the violation of this Agreement, or infringement, or other user of any intellectual property or any other right of any person or entity.


5. Modifications, Interruption or Termination of Service

Company reserves the right to modify or discontinue the Service with or without notice. Company shall not be liable to any third party should Company exercise its right to modify or discontinue the Service. Member acknowledges and accepts that Company does not guarantee continuous, uninterrupted or secure access to the Website and operation of the Website may be interfered with or adversely affected by numerous factors or circumstances outside of our control.


6. Third-Party Sites

The Website may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. You acknowledge that we are not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites 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 of use and privacy policies of each site, and we are not responsible therein. We encourage all Members to review said privacy policies of third-parties' sites.


7. Disclaimer Regarding Accuracy of Vendor Information

Product specifications and other information have either been provided by vendors ("Vendors") or collected from publicly available sources. While the Company makes every effort to ensure that the information on this Website is accurate, we can make no representations or warranties as to the accuracy or reliability of any information provided on this Website.

The Company makes no warranties or representations whatsoever with regard to any product provided or offered by any Vendor, and you acknowledge that any reliance on representations and warranties provided by any Vendor shall be at your own risk.


8. Governing Jurisdiction of the Courts

The Website is operated and provided in the State of Texas. As such, we are subject to the laws of the State of Texas and such laws will govern this Terms of Use, without giving effect to any choice of law rules. You agree that any legal action or proceeding between the Company and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in Harris County, Texas. We make no representation that the Website or other services are appropriate, legal or available for use in other locations. Accordingly, if you choose to access the Website you agree to do so subject to the internal laws of the State of Texas. Any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises.


9. Compliance with Laws

Member assumes all knowledge of applicable law and is responsible for compliance with any such laws. Member may not use the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. Member further agrees 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. The Company reserves the right at all times to disclose any information as necessary to satisfy any applicable regulation, legal process or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in the Company's sole discretion.


10. Copyright and Trademark Information

All content included or available on the Website, including site design, text, graphics, interfaces, and the selection and arrangements thereof is 2011 ClinicalCloud, Inc. with all rights reserved, or is the property of the Company and/or third parties protected by intellectual property rights. Any use of materials on 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. Members agree that they will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein without prior written permission of an authorized officer of the Company.

The Company does not claim ownership of the materials you provide to the Company (including feedback and suggestions) or post, upload, input or submit to any Company's Website or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submissions, you are granting the Service Providers and their any necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitations, the rights to reproduce, distribute copies, transmit, publicly display, publicly perform, edit, translate, reformat and create derivative works of your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submissions, as provided herein. The Company is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in the Company's sole discretion.

By posting, uploading, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

ClinicalCloud, Inc. and clinicalcloudinc.com are proprietary marks of clinicalcloudinc.com. The Company's trademarks may not be used in connection with any product or service that is not provided by the Company, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits the Company.

All other trademarks displayed on the Company's website are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those Vendors. In addition, such use of trademarks or links to the websites of Vendors is not intended to imply, directly or indirectly, that those Vendors endorse or have any affiliation with the Company.


11. Notification of Claimed Copyright Infringement

Pursuant to Title 17, U.S.C. § 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act Clinicalcloudinc.com designates the following individual as its agent for receipt of notifications of claimed copyright infringement:

By Mail
10700 Stancliff Rd, Suite A
Houston, TX 77099
By E-mail: info@clinicalcloudinc.com


12. Botnets

The Company retains the right, at our sole discretion, to terminate any accounts involved with botnets and related activities. If any hostnames are used as command and control points for botnets, the Company reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at our discretion.


13. Other Terms

If any provision of this Terms of Use 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 no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this Agreement or use of Company Website. You agree that this Terms of Use Agreement and any other agreements referenced herein may be assigned by Company, in our sole discretion, to a third party in the event of a merger or acquisition. This Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your participation as a Member. Member agrees that by accepting this Terms of Use Agreement, Member is consenting to the use and disclosure of their personally identifiable information and other practices described in our Privacy Statement. The Company's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and Company with respect to Company Website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Company with respect to Company Website and Services.