TeleEMG’s TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE

This is a binding agreement (“Agreement”) between TeleEMG, LLC (“TeleEMG”) and you (“You” or Your”).  This Agreement governs Your use of this web site (http://www.teleemg.com) (the “Site”), including, without limitation, all content such as text, information, images, audio-visual and other downloadable material (collectively, the “Materials”) and all services (the “Services”) made available to You through this Site by TeleEMG and/or third parties

BY USING THIS SITE, YOU ARE SIGNIFYING YOUR ASSENT TO THE TERMS AND CONDITIONS IN TELEEMG’S TERMS OF USE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THIS SITE.

1.      OWNERSHIP OF MATERIALS:  All Materials and Services on this Site are provided by TeleEMG, LLC unless indicated otherwise.  All intellectual property rights in the Materials and Services (including copyrights, trademarks, trade secrets and patents) are the property of TeleEMG.  TeleEMG retains all copyrights in the individual pages, and their components, and collective works available at the Site. The Materials and Services are copyrighted and are protected by federal and worldwide copyright laws and treaty provisions.  They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, without TeleEMG’s prior written permission. TeleEMG™, Expert Neurographer™ and the TeleEMG™ and Expert Neurographer™ AND THE TeleEMG™ Online Store™ logos are TeleEMG’s trademarks.  All other names and trademarks are the property of their respective holders. 

2.      SINGLE COPY LICENSE: Any unauthorized use of any Materials or Services at this Site may violate copyright, trademark, and other laws.  You may download one copy of the Materials found on the Site for use with the Services.    This is a license, not a transfer of title, and is subject to the following restrictions: You may not:  (a) modify the Materials or Services or use them for any commercial purpose, or any public display, performance, sale or rental; (b) decompile, reverse engineer, or disassemble software Materials or Services except and only to the extent permitted by applicable law; (c) remove any copyright or other proprietary notices from the Materials or Services; (d) transfer the Materials to another person.  You agree to prevent any unauthorized copying of the Materials or Services.

3.      TERMINATION OF THIS LICENSE:  TeleEMG may terminate this license at any time if You are in breach of the terms of this Agreement.  Upon termination, You will immediately destroy the Materials and cease the use of the Services.

4.      CONDITIONS OF SALE AND PAYMENT TERMS:  To purchase any Materials or Services on this Site, You must (a) be at least eighteen (18) years of age or the applicable state age of majority, (b) be a natural person or, (c) a corporation, partnership or other legal entity. Prior to the purchase of any goods or services on this Site, You must provide us with a valid credit card number and associated payment information including all of the following: (i) Your name as it appears on the card; (ii) Your credit card number; (iii) the credit card type; (iv) the date of expiration; and (v) any address, activation numbers or codes needed to charge Your card.  By submitting that information to TeleEMG, You hereby agree that You authorize TeleEMG to charge Your card at TeleEMG’s convenience but within thirty (30) days of credit card authorization.  All sales of products and services are final.  All charges from those sales are nonrefundable.

5.      METHODS OF PAYMENT, CREDIT CARD TERMS AND TAXES:  All payments must be made by VISA and MasterCard (each of which may be removed by TeleEMG in its sole discretion).  Unless expressly set forth on the Site, TeleEMG does not accept any other payment form.  If TeleEMG offers or accepts any other form of payment, You hereby agree to all restrictions, terms and conditions associated with such additional form of payment.  Your card issuer agreement governs Your use of Your designated card, and You must refer to that agreement and not this Agreement to determine Your rights and liabilities as a cardholder.  YOU, AND NOT TELEEMG, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY.  You agree to pay all fess and charges incurred in connection with your purchase (including any applicable taxes) at the rates in effect when the charges were incurred.  Unless You notify TeleEMG of any discrepancies within sixty (60) days after they first appear on Your credit card statement, You agree that they will be deemed accepted by You for all purposes.  If TeleEMG does not receive payment from Your credit card issuer or its agent, You agree to pay all amounts due upon demand by TeleEMG or its agents.  You are responsible for paying any governmental taxes imposed on Your purchases, including, but not limited to, sales, use or value-added taxes.  TeleEMG shall automatically charge and withhold the applicable sales tax for orders to be delivered to addresses within Massachusetts and any other states or localities that it deems is required.    

6.      ORDER ACCEPTANCE POLICY:  Your receipt of an electronic or other form of order confirmation does not signify TeleEMG’s acceptance of Your order, nor does it constitute confirmation of TeleEMG’s offer to sell.  TeleEMG reserves the right at any time after receipt of your order to accept or decline your order for any reason.

7.      MODIFICATION TO PRICES OR BILLING TERMS:  TELEEMG RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR MATERIALS OR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SITE OR BY E-MAIL DELIVERY TO YOU. 

8.      SECURITY:  This Site is intended by TeleEMG to require an e-mail address and password to access and use the Materials and Services on the Site. Certain other Materials or Services on the Site may require additional codes. You are solely responsible for (1) maintaining the strict confidentiality of the e-mail address, passwords and codes (collectively, "IDs") assigned to you  (2) instructing Your authorized care providers to not allow another person to use your IDs to access the Site, (3) any charges, damages, or losses that may be incurred or suffered as a result of You or Your authorized care provider’s failure to maintain the strict confidentiality of their IDs, and (4) promptly informing TeleEMG in writing of any need to deactivate an ID due to security concerns. TeleEMG is not liable for any harm related to the theft of Your IDs, Your disclosure of your IDs, or Your authorization to allow another person or entity to access and use the Site using your IDs. You agree to immediately notify TeleEMG of any unauthorized use of Your IDs.

      MEDICAL DISCLAIMERS:  The Materials and Services available through this Site are for informational and educational purposes only and are not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. TeleEMG does not give medical advice, nor does TeleEMG provide treatment, diagnostic services or medical opinions.  Your reliance upon the Materials and Services obtained or used by You at or through this Site is solely at your own risk.

9.      PATIENT DATA AND LEGAL COMPLIANCE:   The Materials and Services provided through the Site may enable You to transmit, store, or receive confidential patient information ("Patient Information"). State and Federal laws, as well as ethical and licensure requirements of Your profession may impose obligations with respect to patient confidentiality that may limit the ability of physicians, health care providers, and persons acting on their behalf, to make use of certain Materials and Services or to transmit certain information to third parties. You represent and warrant that You will, at all times during the term of this Agreement and thereafter, comply with all laws directly or indirectly applicable to You that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Patient Information, and use Your best efforts to cause all persons or entities under Your direction or control to comply with such laws. You are, at all times during the term of this Agreement and thereafter, solely responsible for obtaining and maintaining all patient consents and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Patient Information You transmit, store, or receive in connection with the Site and the Materials or Services. You agree that TeleEMG, TeleEMG’s licensors, and all other persons or entities involved in the operation of the Materials and Services provided through the Site, have the right to monitor, retrieve, store and use Patient Information in connection with the operation of such Services, and are acting on Your behalf in transmitting Patient Information. WE CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY FOR YOUR USE OR MISUSE OF PATIENT INFORMATION OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED OR RECEIVED WHILE USING THE SITE, THE MATERIALS OR SERVICES ON THE SITE.

10.  GENERAL DISCLAIMERS:  THESE MATERIALS AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE.  IN NO EVENT SHALL TELEEMG, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS AND AGENTS BE LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY AND ALL DAMAGES INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND LOSS OF BUSINESS OPPORTUNITIES) ARISING OUT OF OR RELATING TO (1) THE USE OF OR INABILITY TO USE THE MATERIALS OR SERVICES, OR (2) RELIANCE ON THE CONTENT, MATERIALS OR SERVICES; OR (3) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR (4) ANY OTHER FAILURE TO PERFORM BY TELEEMG OR TELEEMG’S CONTENT PROVIDERS.  THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER TELEEMG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TELEEMG ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE, MATERIALS OR SERVICES  (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS, (3) IS SECURE, OR (4) WILL MEET YOUR SATISFACTION.  YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE.  Because some jurisdictions may not permit each of these disclaimers and limitations, the above limitation may not apply to You.  TeleEMG and its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents further do not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within these Materials or Services.  TeleEMG may make changes to these Materials or Services, or to the products described therein, at any time without notice.  TeleEMG makes no commitment to update the Materials or Services.  Any description of Materials or Services is not a representation that any such Materials or Services are available for sale or distribution in Your location. 

11.  LIMITATION OF LIABILITY:  IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, TELEEMG SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND TELEEMG AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE LESSER OF $1,000 OR THE FEES YOU PAID TELEEMG DURING THE YEAR IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM. YOU AND TELEEMG AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND TELEEMG AND REFLECTS THE FEES, IF ANY, TELEEMG CHARGES YOU TO USE THE SITE, THE MATERIALS OR THE SERVICES. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, TELEEMG WOULD NOT PROVIDE THE SITE TO YOU.

12.  INDEMNITY:  You agree to defend, indemnify and hold TeleEMG, its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents harmless against any losses, expenses, costs or damages (including TeleEMG’s reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to (1) Your breach of this Agreement, (2) Your unauthorized or unlawful use of the Site, the Materials or the Services and (3) the unauthorized or unlawful use of the Site by any other person using Your IDs.

13.  USER SUBMISSIONS:  Unless otherwise agreed in writing prior to Your submission, any  material, information or other communication You transmit or post to this Site, will be considered non-confidential and non-proprietary (“Communications”).  TeleEMG will have no obligations with respect to the Communications.  TeleEMG and its designees will be free to copy, disclose, distribute, perform, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes to the extent permitted by applicable law.  You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law.

      Any attempt to obtain unauthorized access or to exceed authorized access to the Site shall be considered a trespass and computer fraud and abuse, punishable under state and federal laws.  TeleEMG hereby notifies You that any or all communications with this Site can and will be monitored, captured, recorded, and transmitted to the authorities as deemed necessary by TeleEMG in its sole discretion and without further notice.

14.  COOPERATION WITH GOVERNMENT AUTHORITIES: If necessary and in accordance with applicable law, TeleEMG will cooperate with local, state, federal, international and/or worldwide government authorities to protect this Site, visitors, customers, members, TeleEMG, its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents and operational providers, to prevent unauthorized use of this Site.

15.  LINKS TO OTHER MATERIALS: The linked sites are not necessarily under the control of TeleEMG and TeleEMG is not responsible for the content of any linked site or any link contained in a non-affiliated linked site.  TeleEMG reserves the right to terminate any link or linking program at any time.  TeleEMG has selected the links for Your convenience.  The selection or omission of links is not intended to endorse any particular companies or products.  If You decide to access any of the third party sites linked to this Site, You do this entirely at Your own risk.  Any links to any portion of the Site shall be the responsibility of the linking party, and TeleEMG shall not be responsible for notification of any change in name or location of any information of the Site.  TeleEMG reserves the right to request any web site administrator to disable or remove any link that violates any rights of TeleEMG or causes interruption or deterioration of Materials or Services provided by TeleEMG.  Failure to abide by this request shall be dealt with as any other unauthorized use or access to TeleEMG resources.

16.  APPLICABLE LAWS: This Site is controlled by TeleEMG from its offices within the Commonwealth of Massachusetts.  TeleEMG makes no representation that Materials or Services in this Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited.  Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.  You may not use or export the Materials or Services in violation of United States export laws or regulations.  Any claim relating to the Materials or Services shall be governed by the internal substantive laws of the Commonwealth of Massachusetts.

17.  DISPUTE RESOLUTION:  Any dispute between TeleEMG and You arising out of this Agreement shall be resolved first by direct communication with one or more of TeleEMG's management team members.  Should TeleEMG and You be unable to resolve the dispute by communication, either TeleEMG or You may submit any dispute arising out of or relating to this Agreement, or the breach thereof, to final and binding arbitration administered by the American Arbitration Association nearest the place of TeleEMG's headquarters and pursuant to Massachusetts law.  The arbitrator shall fully implement the intent and purposes of this Agreement and indemnify nonbreaching parties for and hold them harmless from all losses, costs, and expenses (including costs of arbitration and reasonable attorneys' fees) resulting from any breach or from defending against any allegations of a breach determined to be unfounded.

18.  ENTIRE AGREEMENT:  This Agreement, including TeleEMG’s Privacy Policy (http://www.teleemg.com/new/pripol.htm) contains the entire agreement between You and TeleEMG relating to the subject matter hereof, and supersedes any other oral or written communications relating thereto. This Agreement may not be amended or supplemented by (1) any purchase order or similar form originated by You relating to the subject matter hereof, or (2) statements of any of TeleEMG's employees.  TeleEMG reserves the right to make changes to this Agreement at any time without advance notice.  TeleEMG agrees to post all amended forms of this Agreement on the Site and such amended forms shall be effective immediately upon its posting. It is at all times Your responsibility to read the most current form of this Agreement before using the Site to ensure that You agree to the terms and conditions of any amendments made to this Agreement. You agree that these standards for notice of amendments to this Agreement are reasonable.

19.  TERMINATION:  Your right to access and use the Site, Materials and/or Services immediately terminates without further notice upon Your breach of this Agreement.  TeleEMG may terminate this Agreement and/or Your right to use the Site at any time, with or without cause. Sections 1, 9, 10, 11, 11, 13, 14, 15, 16, 17, 18, 21, 22, 25, 26 and 27 of this Agreement survive the expiration or termination of this Agreement for any reason whatsoever.  TeleEMG reserves the right to discontinue or make changes to the Site, Material and/or Services at any time.

20.  ASSIGNMENT:  TeleEMG may assign this Agreement, in whole or in part, in its sole discretion. You may not assign Your rights under this Agreement without TeleEMG’s prior written permission. Any attempt by You to assign Your rights under this Agreement without TeleEMG’s permission shall be void.

21.  WAIVER OF BREACH:  Any failure to enforce any term or provision of this Agreement shall not be deemed a waiver of that or any other breach of that or any other term or provision of this Agreement.  In addition, any failure to enforce any term or provision of this Agreement shall not constitute a waiver of a future breach of that or any other term or provision of this Agreement.

22.  FORCE MAJEURE:  TeleEMG shall not be liable for any failure or unavailability of the Site, the Materials and/or the Services or failure by TeleEMG to perform a transaction as a result of strikes, lockouts, calamities, acts of God, unavailability of suppliers, the loss or destruction of data, the determination or corruption of storage media, power failures, natural phenomena, riots, acts of vandalism, acts or omissions of civil or military authority, war, terrorism or any other event beyond TeleEMG's control.

23.  NOTICE:  TeleEMG may deliver notice to You under this Agreement by means of electronic mail, a general notice on http://www.teleemg.com, or by written communication delivered by first class U. S. mail to Your address on record in TeleEMG’s account information. You may give notice to TeleEMG at any time via electronic mail to mailto:staff@teleemg.com or by letter delivered by first class postage prepaid    U.S. mail or overnight courier to the following address:

TeleEMG, LLC
65 Arlington Road
Woburn, MA 01801
USA                       

Attn: Joe F. Jabre, MD            

Electronic Mail:  mailto:staff@teleemg.com 

      If You object to any material found on this Site, please bring Your concerns to the attention of Joe F. Jabre, MD mailto:staff@teleemg.com.  The web site administrator reserves the right to remove any material alleged to be infringing any third-party rights pending further investigation.  

24.  HEADINGS:  The headings of articles and sections contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

25.  INVALIDITY:  If any provision of this Agreement shall be held, be deemed or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case or circumstance because of the conflicts of any provision with any law, regulation, ordinance or for any other reason, the provision or provisions in question shall not be invalid, inoperative or unenforceable in any other case or circumstance, nor shall any other provision or provisions herein contained thereby be or become invalid, inoperative or unenforceable and such provision shall be reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such circumstances. 

26.  GENERAL:  TeleEMG and/or its subsidiaries or divisions may revise this Agreement at any time by updating this posting.  You agree to be bound by this Agreement and any modifications to this Agreement occurring prior to Your continued use of the Materials or Services or access to the Site.  You should visit this Agreement from time to time to review the then current terms of this Agreement because they shall be equally binding on You.  Certain provisions of this Agreement may be superseded by expressly designated legal notices or terms located on particular pages at this Site. 

Copyright © 2006 TeleEMG, LLC. All rights reserved.