WEBSITE TERMS OF SERVICE AGREEMENT PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY.
Terms of Service Agreement (the "Agreement") is between you (the user) and Operations Control For Laboratories, LLC . Your use of the web site known as OCL LIS (the "Web Site") is conditioned on your acceptance of the terms and conditions contained in this Agreement. You will be requested at the end of this Agreement to indicate your acceptance of these terms and conditions. By using our services, you will have accepted and agreed to be bound by these terms and conditions, and you will also have confirmed that you have authority to agree to be so bound.
If you do not agree to the terms and conditions of this agreement or do not have authority to so agree, you must immediately stop using this service.
1.1 Use. hereby grants you a nonexclusive, nontransferable license to access and use the Web Site internally in the United States via the Internet and to view and download a copy of the text and images expressly designated to you by (the "Content") for your internal business purposes. You may use the Web Site only for the retrieval of the Content and shall comply with all applicable laws and regulations with respect to use of the Web Site and the Content hereunder. This license only grants to you the right to use the Web Site and Content, and you do not acquire any right of ownership or title in them. All right, title and interest in and to the Web Site and Content will at all times remain the property of and its licensor(s) and service providers.
1.2 Restrictions. Your right to use the service and Content is personal to you. You may not transfer or make vailable your account identification and password to others. Any distribution by you of your account identification or password may result in termination of this Agreement in sole discretion. You may not: (i) use, copy or disclose the Web Site or the Content except as permitted by this Agreement; (ii) use the Web Site or the Content for time-sharing, rental or service bureau purposes; (iii) sell, sublicense, resell, or otherwise transfer your right to use the Web Site or the Content; (iv) modify, reverse engineer, decompile or disassemble any part or all of the Web Site or Content; or (v) create or attempt to create derivative works based on or of the Web Site or the Content, in whole or in part.
2. Confidential Information.
The Web Site contains confidential and proprietary Information of and its customers. You agree not to make available the WebSite or the Content to any person, except to your employees or contractors whose access is necessary to enable you to exercise your license and who are bound by an appropriate agreement ensuring compliance with all applicable provisions of this Agreement. You shall take all reasonable precautions to safeguard the Web Site and the Content, exercising at least a reasonable degree of care, and agree to promptly notify of any unauthorized use or disclosure of the Web Site or the Content, and to take all reasonable action to prevent use of the Web Site or the Content in breach of this Agreement. Your obligations to keep confidential the Web Site, the Content, and other confidential and proprietary information shall survive termination of the Agreement.
You shall indemnify , its directors, employees, agents and licensors against, and hold them harmless from, any and all lawsuits, claims, expenses (including reasonable attorneys' fees), settlements, damages, judgments and the like arising from your use of the Web Site and/or the Content.
4. Injunctive Relief.
You agree that, if you breach or threaten to breach this Agreement in any manner, may suffer irreparable damage, money damages will be inadequate, and shall be entitled to preliminary and other injunctive relief by a court of competent jurisdiction against any such breach or threatened breach, without having to wait for you to cure a breach and without having to post a bond or other security. Such injunctive relief shall be in addition to, and in no way in limitation of, any and all other remedies may have in law or equity, or under this Agreement, for the enforcement of this Agreement.
5. Warranties and Disclaimers of Warranties.
and its licensors make no representations or warranties about the web site or the content, including without limitation the suitability of the content and other information contained on this web site for any purpose. your access to and use of the website, such content and other information are provided "as is" without warranty of any kind. and/or its licensors hereby disclaim all warranties and conditions with regard to the web site, content and other information, including all implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, and availability. and its licensors do not warrant the accuracy of the content or other information contained on the web site. further, does not warrant that: the web site and its content will meet your requirements; the web site and the content, including without limitation its operation, or the services will be error-free; or all defects will be corrected. also does not warrant that the web site and the content will function properly in combination with your equipment. does not warrant that the files available for downloading will be free of infection by viruses, worms, trojan horses or other code that manifests contaminating or destructive properties.
6. Limitation of Remedies and Limitation of Liabilities.
6.1 Your sole and exclusive remedy from your inability to use or access the web site or the content, defects in the web site, or any other matter arising from your use of the web site or the content shall be that shall use reasonable efforts to provide to you with a copy of the content in an electronic format compatible with microsoft corporation's then-generally available version of word or a paper copy of the content, at sole discretion.
6.2 You are responsible for the selection of software to satisfy your requirements, for your data, and for the data and other results obtained, and conclusions drawn, from operation of the web site. and its licensors will have no liability to you, third parties or related parties in connection with the use of such data, results and conclusions, or arising out of any use of the web site or the content, and do not assume any responsibility for your acts or omissions which may result in any liability or damages due to malpractice, failure to warn, negligence or any other basis. in addition, actions or inactions of third parties may result in situations in which your internet connection, use of the web site, the content or other information may be impaired, disrupted or damaged. does not and cannot control the flow of data to or from the internet, and so disclaims any and all liability resulting from or related to such actions or inactions.
6.3 In no event shall or its licensors be liable for direct, indirect, special, incidental, punitive or consequential damages, including but not limited to, loss resulting from business disruption, loss of data, lost profits, lost goodwill, or damage to systems or data, whether in an action for contract, tort (including negligence) or otherwise, even if or its licensors have been advised of the possibility of such damages.
6.4 The obligations of and your rights and remedies set forth in this agreement are exclusive and are given in substitution for all other warranties, obligations, and liabilities of.
7. Term and Termination.
This Agreement is effective immediately upon your agreement to the license terms for the Web Site and shall continue until terminated as described in this section. may suspend or terminate this Agreement immediately if you: (i) breach this Agreement and fail to cure such breach within 10 days after receipt of notice; (ii) terminate or suspend your business; or (iii) become subject to any federal or state bankruptcy or insolvency proceeding. Termination will not limit a party from pursuing any other remedies available to it. All rights and obligations that should by their nature survive will survive any termination of this Agreement, including the terms of Sections 2-8. Upon termination, you will make no further use of the Web Site, and, within 10 days thereafter, you will return to all materials provided to you by related to the Web Site.
8.1 Assignment, Successors. No right or license under this Agreement may be assigned or transferred by you nor may any duty be delegated by you without prior written consent. Any assignment, transfer or delegation in contradiction of this provision shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and assigns of you and .
8.2 Waiver, Severability, Amendment. Waiver of a breach of or right hereunder will not constitute a waiver of any other or subsequent breach or right. If any provision herein shall be held by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions herein will remain in full force and effect. This Agreement may be amended only in a document signed by authorized representatives of you and .
8.3 Governing Law. This Agreement shall be governed by Illinois law excluding its conflicts of laws rules. Venue for any action between the parties shall be Grundy County, State of Illinois.
8.4 Entire Agreement. This Agreement is the complete and exclusive agreement between the parties and supersedes all previous and contemporaneous agreements, proposals and communications with respect to this subject matter.