2. Account Registration.
When You accept this Agreement and create Your NHC Account, You represent and warrant to NHC that:
A. You have provided NHC with true, accurate, and complete information about Yourself as prompted by the NHC Account registration processes, including, without limitation, Your name,Your telephone number, Your address, and a valid email address;
B. You will update Your contact information in order to maintain its truth, accuracy, and completeness;
C. You are at least eighteen (18) years of age and have the legal capacity and authority to be bound by this Agreement;
D. You will discontinue any further use of Your NHC Account if, at any time, You choose no longer to be bound by this Agreement;
E. You will, as provided herein, defend, indemnify and hold harmless NHC, and its subsidiaries, affiliates, officers, employees, agents, and other partners against any and all damages of any type, costs, fees, expenses, judgments, or liabilities of any kind, including reasonable attorney’s fees, costs, and litigation or arbitration expenses at any initial trial or hearing, or on appeal, or to enforce any judgment or arbitration award, arising from claims asserted by a third party alleging facts that if proven to be true would constitute Your breach of any of Your duties, obligations, representations or warranties to under this Agreement or to such third party;
F. You will comply with any and all federal or state laws, rules, or regulations, that govern the operation of Your NHC Account, including, but not limited to, any state or federal laws regulating the use of personally identifiable information about consumers; and
3. Obligation for Using Your Password.
ALL INFORMATION TRANSMITTED BY, SUBMITTED BY, OR RECEIVED FROM ANYONE USING YOUR PASSWORD ON THE NHC WEBSITE OR YOUR NHC ACCOUNT WILL BE DEEMED BINDING ON YOU. You agree that You are solely liable for all actions taken via Your password, whether or not made with Your knowledge or authority. You agree to guard Your password carefully, with the full awareness that a failure to keep it secure will enable others to engage in transactions through the NHC Website or Your NHC Account for which You will be legally responsible, and liable to NHC for any resulting damages. If You suspect that someone may have obtained access to Your password who is not intended to have authority to act on Your behalf, please contact NHC immediately to enable NHC to deny access to the NHC Website or Your NHC Account to anyone else presenting Your password.
4. Use of the Site.
D. Site Security. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation:
Accessing data not intended for Your use, or logging onto a server which You are not authorized to access.
Attempting to probe, scan or test the vulnerability of the Site or any NHC system or network, or to breach security or authentication measures utilized by NHC on the Site without proper authorization.
Attempting to interfere with NHC's services to any other NHC Account holder, or User of the Site, hosting company, or NHC network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding," "spamming," "mailbombing" or "crashing."
Sending unsolicited email, including promotions and/or advertising of products or services not otherwise expressly authorized or permitted by NHC.
Forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.
Violations of NHC's system or network security may result in civil or criminal liability. NHC will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users, including You, who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site. You agree, further, not to use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than any search engine and search agents available from NHC on the Site and other than generally available third party web browsers (e.g., Firefox or Microsoft Explorer).
5. NHC’S fee-based services
Some of the NHC’S services require You to pay a fee, as described in the specific conditions included where those services are offered. You agree to pay all fees and charges that you incur. Unless otherwise noted, all currency references are in U.S. dollars. We may, upon notice if required by applicable laws, at any time change the amount of, or basis for determining, any fee or charge, or institute new fees or charges. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable
6. Advertising on the Site.
NHC DOES NOT MAKE ANY GUARANTEES, WARRANTIES OR REPRESENTATIONS REGARDING THE PRODUCTS, SERVICES, OR SKILLS OF ANY ENTITIES THAT ARE ADVERTISED ON, OR LINKED TO OR FROM, THE SITE, OR THE QUALITY OF THE PRODUCTS OR SERVICES THAT YOU MAY PURCHASE OR ACQUIRE FROM SUCH ENTITIES. IF YOU PURCHASE SUCH PRODUCTS OR SERVICES, OR ENTER INTO A BUSINESS RELATIONSHIP WITH THE PROVIDERS OR SUCH PRODUCTS OR SERVICES, YOU DO SO AT YOUR SOLE DISCRETION AND RISK. NHC DOES NOT GUARANTEE OR WARRANT THE PERFORMANCE OR THE OUTCOME OR QUALITY OF THE PRODUCTS OR SERVICES PROVIDED BY ANY ENTITY OTHER THAN NHC. SHOULD YOU HAVE A DISPUTE WITH A THIRD PARTY ADVERTISER OR SERVICE PROVIDER, INCLUDING ANY MRI SERVICE PROVIDER, YOU MUST ADDRESS THE DISPUTE WITH THAT ADVERTISER OR SERVICE PROVIDER DIRECTLY, AND YOU HEREBY AGREE TO RELEASE NHC, ITS EMPLOYEES, OFFICERS, DIRECTORS, MANAGERS, AND AGENTS FROM ANY AND ALL DAMAGES OR CLAIMS, INCLUDING CONSEQUENTIAL AND INCIDENTAL DAMAGES OF EVERY KIND OR NATURE, SUSPECTED AND UNSUSPECTED, KNOWN AND UNKNOWN, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES AND YOUR DEALINGS WITH ANY THIRD PARTY ADVERTISER OR SERVICE PROVIDER THROUGH THE SITE.
7. Intellectual Property Protection.
The tradename "NHC", the name and logo of any MRI service provider, the domain at which the Site is located, and any other NHC graphics, logos, designs, page headers, button icons, scripts and service names are trademarks or trade dress of NHC or the MRI service provider. Such trademarks and trade dress may not be used, including as part of trademarks or as part of domain names, in connection with any other product or service in any manner that is likely to cause consumer confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of NHC or the MRI service provider. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of NHC, any NHC affiliates, or any MRI service provider, without NHC's express written consent. You may not use any meta tags or any other "hidden text" utilizing NHC's name or trademarks without the express written consent of NHC.
8. User Submissions.
By posting messages, uploading files (including graphics), inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through the NHC Site, or Your NHC Account, You represent and warrant that You own or otherwise control the rights necessary to do so and to grant NHC the license set forth above. You will defend, indemnify, and hold NHC and its agents, employees, officers, directors, subsidiaries, affiliates, parents, and partners harmless from any losses, expenses, judgments, fines or penalties, including reasonable attorney’s fees and litigation costs and expenses, based upon claims asserted by a third party alleging facts that if true would constitute a breach by You of any of the foregoing representations or warranties.
You are prohibited from posting on or through the NHC Site or Your NHC Account any “Prohibited Submissions”, which shall include, but not be limited to, Submissions that are deemed in NHC’s sole discretion to be patently offensive or promote racism, bigotry, hatred or physical harm of any kind against any group or individual; harass or advocate harassment of another person; exploit people in a sexual or violent manner; contain violence or offensive subject matter or contain a link to an adult website; solicit personal information from anyone under the age of eighteen (18); promote information that You know is false or misleading or promote illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; promote an illegal or unauthorized copy of another person’s copyrighted work; involve the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”; further or promote any criminal activity or enterprise or provide instructional information about illegal activities, violate someone’s privacy, or provide or creating computer viruses; solicit passwords or personal identifying information for commercial or unlawful purposes from other users; or include a photograph of another person that You have posted without that person’s consent. NHC reserves the right to investigate and take appropriate legal action against anyone who, in NHC’s sole discretion, violates this provision, including without limitation, removing the offending communication or Submission from the NHC Site or Your NHC Account, or any other web site hosted or maintained by NHC, and terminating the Accounts of such violators.
NHC DOES NOT ASSUME ANY RESPONSIBILITY FOR AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY OF YOUR SUBMISSIONS OR THE SUBMISSIONS OF ANY OTHER SITE USERS OR ACCOUNT HOLDERS THAT APPEAR ON THE NHC SITE OR YOUR NHC ACCOUNT.
NHC DOES NOT ASSUME ANY RESPONSIBILITY FOR MONITORING YOUR SUBMISSIONS, AND, IF AT ANY TIME NHC CHOOSES, IN ITS SOLE DISCRETION, TO MONITOR SUCH SUBMISSIONS, NHC NONETHELESS DOES NOT ASSUME ANY RESPONSIBILITY FOR THE SUBMISSIONS, ANY OBLIGATION TO MODIFY OR REMOVE ANY INAPPROPRIATE OR INACCURATE SUBMISSIONS, OR ANY RESPONSIBILITY FOR YOUR CONDUCT IN SUBMITTING ANY SUBMISSION.
FURTHERMORE, NHC DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE ABILITY OF ANY PERSON TO RELY UPON ANY SUBMISSIONS SUBMITTED BY ANY USERS OF THE NHC SITE, OR ANY SUBMISSIONS THAT YOU MAY POST TO YOUR NHC ACCOUNT, OR TO ANY OTHER SITE.
9. Disclaimer of Warranties.
NHC uses reasonable efforts to provide accurate, complete, and current content on the Site. Nevertheless, NHC does not guarantee or warrant that the content therein is accurate, complete, timely, or free of technical or typographical errors. Pricing and details of MRI services are submitted to NHC by the respective service providers. NHC is not responsible if there are any inaccuracies or discrepancies with the pricing and details as submitted by the MRI services providers.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE INFORMATION ON THE SITE, ANY NHC CONTENT, IS AT YOUR SOLE RISK. THE NHC CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NHC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NHC DOES NOT MAKE ANY WARRANTY THAT THE CONTENT ON THE NHC SITE WILL MEET YOUR REQUIREMENTS OR THAT ACCESS TO THE SITE, AND THE SITE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, VIRUS-FREE OR ERROR FREE. EXCEPT AS OTHERWISE SEPARATELY EXTENDED TO YOU AT THE TIME YOU RECEIVE ANY NHC CONTENT PROVIDED TO YOU, NHC DOES NOT MAKE ANY WARRANTY CONCERNING THE INFORMATION AND RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT PROVIDED ON OR THROUGH THE SITE, ANY MRI SERVICES YOU MAY RECEIVE BY REASON OF YOUR USE OF THE NHC SITE, OR CONCERNING THE ACCURACY OR RELIABILITY OF ANY INFORMATION DISPLAYED ON THE NHC SITE. NHC DOES NOT MAKE ANY WARRANTY REGARDING ANY INFORMATION OBTAINED FROM ANY HYPERLINKED THIRD PARTY SITE, INCLUDING ANY ADVERTISER'S SITE. NHC DOES NOT MAKE ANY WARRANTY REGARDING THE RELATIONSHIPS BETWEEN ANY ADVERTISER ON THE SITE AND OTHER USERS OF THE SITE. INFORMATION OBTAINED BY YOU FROM THE SITE SHALL NOT CREATE ANY WARRANTY NOT EXPRESSLY OR IMPLIEDLY MADE HEREIN TO THE EXTENT PERMITTED BY APPLICABLE LAW.
10. Limitation of Liability.
YOU SPECIFICALLY AGREE THAT NHC IS NOT LIABLE FOR ANY CONDUCT BY YOU WHILE USING THE SITE OR ANY MRI SERVICES YOU RECEIVE FROM A MRI SERVICE PROVIDER IDENTIFIED TO YOU THROUGH THE NHC SITE. NHC IS ALSO NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON THE SITE, INCLUDING ANY INJURY OR DAMAGE TO ANY YOUR, OR ANY OTHER PERSON'S COMPUTER RELATED TO OR RESULTING FROM USE OF THE SITE.
IN NO EVENT SHALL NHC, BE LIABLE FOR ANY DAMAGES, INCLUDING ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM YOUR USE OR THE INABILITY TO USE THE SITE, ANY NHC CONTENT, ANY INFORMATION ACCESSIBLE ON THE SITE, FROM ANY MESSAGES RECEIVED THROUGH THE SITE, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR PERSONAL INJURY, WRONGFUL DEATH, LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLE PROPERTY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF NHC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
12. Potential Copyright Infringement.
NHC respects the intellectual property of others and asks that Users of the Site and NHC Accounts do the same. In connection with the Site and Your NHC Account, NHC has adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of User Accounts and denial of access to the Site of persons who are repeat infringers of intellectual property rights, including copyrights. If You believe that one of Our Users is, through the use of the Site or a NHC Account, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
- Your physical or electronic signature;
- Identification of the copyrighted work(s) that You claim to have been infringed;
- Identification of the material on the Site or a NHC Account that You claim is infringing and that You request NHC Broker to remove;
- Sufficient information to permit NHC to locate such material;
- Your address, telephone number, and e-mail address;
- A statement that You have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that You are either the owner of the copyright that has allegedly been infringed or that You are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
14. Termination of Site Access.
You understand and agree that NHC, in its sole discretion, may terminate Your right to use the Site and Your NHC Account, direct You to cease using the Site and Your Account, and discontinue or restrict Your access to the Site and Your Account, all without notice to You and for any reason. You agree that NHC shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Site, or any parts thereof.
15. Arbitration Agreement (Please read this Section carefully).
15.1. Applicability of Arbitration Agreement.
15.2. Arbitration Rules.
15.3. Additional Rules for Non-appearance Based Arbitration.
If non-appearance arbitration is elected as provided above, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
15.4. Authority of Arbitrator.
15.5. Waiver of Jury Trial.
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between You and NHC in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND NHC WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
15.6. Waiver of Class or Consolidated Actions.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither You nor NHC is entitled to arbitration and instead claims and disputes shall be resolved in a court located in Cook County, Illinois.
No part of the procedures shall be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order or unless required by law. This Paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
15.9 Right to Waive.
Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
15.10. Survival of Agreement.
This Arbitration Agreement will survive the termination of Your relationship with NHC.
In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in Cook County, Illinois for such purpose.
16. Governing Law and Jurisdiction.
The Site and Your NHC Account may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from NHC, or any products utilizing such data, in violation of the United States export laws or regulations.
18. Electronic Communications.
The communications between You and NHC may use electronic means, whether You use the Site or Your NHC Account or send NHC emails, or whether NHC posts notices on the Site or to Your NHC Account or communicates with You via email. For contractual purposes, You (a) consent to receive communications from NHC in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that NHC provides to You electronically satisfy any legal requirement that such communications would satisfy if such materials were to be provided in a hardcopy writing. The foregoing does not affect Your non-waivable rights.
19. Force Majeure.
NHC shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
20. Copyright/Trademark Information.
Copyright © 2015 NHC. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site or on Your NHC Account are the property of NHC, or of a third party. You are not permitted to use these Marks without the prior written consent of NHC, or the third party that owns such Marks
21. Modifications to the Site.
You understand and agree that NHC may discontinue or change the Site at any time, without notice to You. NHC makes no commitment to update the information and content on the Site. NHC may, as it deems necessary and appropriate, make revisions, upgrades and modifications to the Site from time to time to maintain the general performance and functionality of the Site at no additional charge to You.