BY USING THE WEBSITE AND THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD, ARE A RESIDENT OF THE UNITED STATES, AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. If You are using the Website or Services on behalf of a company, You further represent and warrant that You are authorized to act and enter into contracts on behalf of that company. This Agreement is void where prohibited.
Second Image provides comprehensive information services to the insurance and legal industries. Through a secure, proprietary, feature-rich online service, Second Image distributes medical records to authorized parties, such as insurance companies, claims adjusters and law firms. Pursuant to the California Business and Professions Code §§ 22450-22463, Second Image is a Registered Professional Photocopier, and Second Image is responsible for maintaining the confidentiality of the information obtained through the Services. Accordingly, medical records are made available only to authorized parties.
Subject to Your compliance with the terms and conditions of this Agreement, Second Image grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to use the Website and Services, including the right to display, copy, and download the medical records made available to You via the Website and Services. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of Second Image or any other party. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
7. USER INFORMATION/PASSWORD PROTECTION
In connection with Your use of the Website and Services, You will be required to complete a registration form. You represent and warrant that all information You provide on any registration form or otherwise in connection with Your use of the Website or Services will be complete and accurate, and that You will update that information as necessary to maintain its completeness and accuracy.
You will also be asked to provide, or may be given, a user name and password in connection with Your use of the Website and Services. You shall take all such actions as are necessary to maintain the confidentiality of, and to prevent the unauthorized use of, Your user name and password. Access to Your account may be granted to employees and other authorized persons; however, You agree, upon providing a password to employees or other authorized persons, to notify such persons that passwords may only be used during and within the scope of employment or other contract. You agree to notify Second Image immediately in the event that a person previously authorized by You is no longer authorized for any reason, including termination of employment. In such an event, You further agree to immediately change your user name and password.
You may not use the account or password of any other Website or Services user. You agree to notify Second Image immediately of any unauthorized use of Your account or password, including any use by former employees. Second Image shall not be liable for any loss that You incur as a result of someone else using Your account or password, regardless of whether that use is with or without Your knowledge. You may be held liable for any losses incurred by Second Image, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of Your account or password, including use by former employees.
8. THIRD-PARTY WEBSITES
9. CONSENT TO RECEIVE EMAIL
By establishing an account with Second Image, You consent to receive periodic email communications from Second Image concerning Second Image's services and other matters.
10. PROHIBITED USES
You acknowledge that the Second Image Website contains highly sensitive information, including third-party social security numbers and patient information, to which no one, other than intended recipients should have access. Accordingly, Second Image imposes certain restrictions on Your use of the Website. You represent and warrant that You will not: (a) violate or attempt to violate any security features of the Website; (b) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (e) distribute (including, without limitation, through email) the medical records made available to You via the Website; (d) attempt to probe, scan, or test the vulnerability of the Website, or any associated system or network, or breach any security or authentication measures without proper authorization; (e) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding" "spamming" "mail bombing" or "crashing" the Website or infrastructure that provides the Services. Any breach of this Section will result in the violation of the privacy rights of third-parties, and may subject You to civil and/or criminal liability. Second Image will cooperate with law enforcement in any investigation of any violation of this or any other Section of this Agreement.
11. INTELLECTUAL PROPERTY
The Website, all content and materials located on the Website, including without limitation the Second Image name and any logos, designs, text, graphics and other files, and the selection, arrangement and organization thereof, are the intellectual property of Second Image or its licensors. Except as explicitly provided, neither Your use of the Website and Services, nor your entry into this Agreement, grant You any right, title or interest in or to any such content or materials. Second Image, the Second Image logo [, and list others as appropriate] (the "Second Image Marks") are trademarks or registered trademarks of Second Image, Inc. The Website is Copyright © 2012 to the present, Second Image, Inc. ALL RIGHTS ARE RESERVED.
12. DISCLAIMERS; LIMITATION OF LIABILITY
(ii) Disclosure in Connection with Services.
(a) NO WARRANTIES.
SECOND IMAGE, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES RELATING TO THE WEBSITE AND SERVICES. THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, SECOND IMAGE, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE WEBSITE AND SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. NEITHER SECOND IMAGE NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER SECOND IMAGE NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. ADDITIONALLY, SECOND IMAGE HAS NOT AUTHORIZED ANYONE TO MAKE ANY WARRANTY OF ANY KIND ON ITS BEHALF, AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT BY ANY THIRD PARTY.
(b) YOUR RESPONSIBILITY FOR DAMAGE
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD SECOND IMAGE OR ITS LICENSORS OR SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE WEBSITE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
(c) LIMITATION OF LIABILITY
THE LIABILITY OF SECOND IMAGE AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SECOND IMAGE OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO SECOND IMAGE OR ITS LICENSORS AND SUPPLIERS) ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF SECOND IMAGE AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE $250. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN SECOND IMAGE AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATION.
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATIONS OF LIABILITY IN ANY OTHER AGREEMENT OR AGREEMENTS BETWEEN YOU AND SECOND IMAGE OR BETWEEN YOU AND ANY OF SECOND IMAGE'S LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. SECOND IMAGE'S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
13. INDEMNITY BY YOU
You agree to defend, indemnify and hold harmless Second Image and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns and contractors (collectively, the "Second Image Parties") from and against any and all claims, actions, demands, causes of action and other proceedings (including reasonable attorneys' fees and costs) (collectively, "Claims"), arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; or (ii) Your access to or use of the Website or Services.
14. GOVERNING LAW; JURISDICTION AND VENUE; INTERPRETATION
This Agreement, including without limitation its construction and enforcement, shall be treated as though it were executed and performed in Los Angeles, California, and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER IT AROSE OR BE FOREVER WAIVED AND BARRED. THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE WILL BE THE STATE AND FEDERAL COURTS IN LOS ANGELES, CALIFORNIA. THE PARTIES HEREBY STIPULATE TO, AND AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS, AND FURTHER EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF PROCESS.
(a) By Second Image
Either party may terminate this Agreement and its rights hereunder at any time, for any or no reason at all, by providing to the other party notice of its intention to do so. This Agreement shall automatically terminate in the event that You breach any of this Agreement's representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by Second Image. Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 9, 11-14, and 16 will survive any termination of this Agreement. For clarification, termination of this Agreement will not relieve You of Your obligation to pay any fees owed Second Image.
This Agreement constitutes the entire agreement between Second Image and You concerning Your use of the Website and Services. This Agreement may only be modified by a written amendment signed by an authorized executive of Second Image or by the unilateral amendment of this Agreement by Second Image, as further specified in Section 3. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations thereunder will not be assignable or transferable by You without the prior written consent of Second Image. Notwithstanding the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and Second Image are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.
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