By accessing or using any of the CloudMedic, Inc. (“CloudMedic”) Internet properties including, without limitation, www.___________, and any others released by CloudMedic from time to time (collectively referred to as the “ CloudMedic websites”) you agree to comply with and be bound by these Terms of Use. Please read these Terms of Use carefully as well as the CloudMedic ‘s Privacy Policy , which are incorporated by this reference. If you do not agree to these Terms of Use, and the Privacy Policy, you must immediately terminate your use of the CloudMedic websites.

1. License Grant. You are granted a personal, revocable, limited, non-exclusive, non-transferable license to access and use CloudMedic websites conditioned on your continued acceptance of, and compliance with, these Terms of Use. You may use CloudMedic websites and CloudMedic Content (as defined below) for your noncommercial personal use and for no other purpose. CloudMedic reserves the right to bar, restrict or suspend any user’s access to the CloudMedic websites, and/or to terminate this license at any time for any reason. The CloudMedic reserves any rights not explicitly granted in these Terms of Use.
2. License Restrictions. Unless otherwise expressly stated in these Terms of Use or you receive CloudMedic’s prior written consent, you may not modify, translate, create derivative works of, copy, distribute, market, display, remove or alter any proprietary notices or labels from, lease, sell, sublicense, clone, transfer, decompile, reverse CloudMedic, or incorporate into any information retrieval system (electronic or mechanical), the CLOUDMEDIC websites, any CloudMedic Content (as defined below), any portion thereof, or take any other action that may violate or infringe upon the intellectual property rights of CloudMedic or any other third party. Further, you may not (i) use the CLOUDMEDIC websites for any unauthorized or illegal purpose or activity including, but not limited to, any activity to obtain or attempt to obtain unauthorized access to CloudMedic websites, including CloudMedic Content; (ii) interfere with the proper working of CloudMedic websites including, but not limited to, the transmission of any virus, worm, trap door, back door, timer, clock, Trojan horse, or other limiting routine, instruction or design; or (iii) interfere with any other person’s use and enjoyment of CloudMedic websites.
3. Your Acceptance; Revisions to Terms of Use. CloudMedic websites are available only to individuals who can enter into legally binding contracts under applicable law. These Terms of Use constitute a legally binding agreement between you and CloudMedic regarding your use and access to CloudMedic websites. By using the CLOUDMEDIC websites you agree to the Terms of Use.

CloudMedic reserves the right to revise these Terms of Use at any time in its sole discretion by posting revised Terms of Use to CloudMedic websites. Your use of CloudMedic websites signifies your acceptance of all the terms and conditions contained within the Terms of Use posted at the time of your use. You will be responsible for regularly reviewing the Terms of Use posted to the CLOUDMEDIC websites.

4. Click-Through Agreements. Before using certain areas of the CloudMedic websites you may be asked to indicate your acceptance of additional special terms and conditions by clicking a button marked “I Accept” “I Agree” “Okay” “I Consent” or other words or actions that similarly acknowledge your consent or acceptance of a Click-Through Agreement. To the extent there is a conflict between these Terms of Use and any Click-Through Agreement for the activity in which you choose to participate, the Click Through Agreement will govern.
5. Personal Login Information. Certain features and areas of the CloudMedic websites are available only with registration, login and/or a paid subscription. If you are required to register and select a unique login and password (“Personal Login Information”), you must keep your Personal Login Information confidential. Your Personal Login Information is personal to you and you may not allow any third party to use it under any circumstances. CloudMedic is not liable for any harm caused by or related to the theft, misappropriation, disclosure, or unauthorized use of your Personal Login Information. You must CloudMedic immediately if you become aware of or believe there is or may have been any unauthorized use of your Personal Login Information, or otherwise wish to deactivate your Personal Login Information due to security concerns.
6. Privacy Policy. For information about CloudMedic’s data protection practices and CloudMedic’s use and protection of your personal information, please read the CloudMedic’s Privacy Policy which is incorporated into and made a part of these Terms of Use.
7. User Obligations. You warrant that you will abide by all applicable local, state, national and international laws and regulations with respect to your use of CloudMedic websites and not interfere with the use and enjoyment of CloudMedic websites by other users or with the CloudMedic’s operation and management of CloudMedic websites. You will, at all times, provide true, accurate, current, authorized, and complete information when submitting information or materials on CloudMedic websites, including, without limitation, information required to be provided through an CloudMedic registration form. If any false, inaccurate, untrue, unauthorized or incomplete information is submitted by you, the CloudMedic reserves the right to terminate your access and use of the CloudMedic’s websites. You warrant that you will not impersonate any other person or entity, whether actual or fictitious, when using the CloudMedic websites, or defame or otherwise harm any party, including the CloudMedic, through CloudMedic use of the CloudMedic websites.
8. User-Generated Content. CloudMedic does not claim ownership of content that you post on or through the CloudMedic websites, such as comments or posts that you submit on forums, blogs, or other websites (“User-Generated Content”). You acknowledge that you alone are fully responsible for the User-Generated Content you submit and that you own or have the rights to use the User-Generated Content. You agree that by submitting the User-Generated Content, you hereby grant to the CloudMedic a perpetual, non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use, download, duplicate, display, distribute, modify and creative derivative works of the User-Generated Content, subject to the CloudMedic’s Privacy Policy.
9. Proprietary Rights. The content of the CLOUDMEDIC websites includes, without limitation, (i) CloudMedic’s trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identification (collectively “CloudMedic Marks”); and (ii) information, data, materials, interfaces, computer code, databases, products, services, software applications and tools, text, images, photographs, audio and video material, and artwork, and (iii) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in or available through CloudMedic websites (the items identified in subsections (i) (ii) and (iii) shall be collectively referred to herein as “ CloudMedic Content”). CloudMedic Content is the property of CloudMedic, its licensors, sponsors, partners, advertisers, content providers or other third parties and is protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national and international laws, treaties and regulations. The reproduction, transmission, distribution, sale, publication, broadcast, circulation or dissemination of any CloudMedic Content by you, or by you through any other person or entity, is prohibited unless express written consent is separately obtained from the CloudMedic or the owner of such content if the CloudMedic is not the owner. Any use of the CloudMedic Marks without the CloudMedic’s express written consent is strictly prohibited. You may not alter, delete, obscure or conceal any copyright or other notices appearing in the CloudMedic Content, including any such notices appearing on any CloudMedic Content you are permitted to download, transmit, display, print, or reproduce from the CloudMedic websites.
10. Feedback. If you send or transmit any communications or materials to CloudMedic by mail, email, telephone, or otherwise, suggesting or recommending changes to CloudMedic intellectual property, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), CloudMedic is free to use such Feedback irrespective of any other obligation or limitation between you and CloudMedic governing such Feedback. You hereby assign to CloudMedic all right, title, and interest in, and CloudMedic is free to use without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although CloudMedic is not required to use any Feedback.
11. Responsibility for Use of the Internet and the CLOUDMEDIC websites. Use of the Internet and CloudMedic websites is solely at your risk and is subject to all applicable local, state, national and international laws and regulations. CloudMedic does not guarantee the confidentiality or security of any communication or other material transmitted to or from CloudMedic websites over the Internet or other communication network. CloudMedic shall not be obligated to correct or update CloudMedic websites, CloudMedic Content or the User-Generated Content and CloudMedic shall not be liable for omissions, typographical errors, or out-of-date information which may appear on CloudMedic websites.
12. Disclaimer. CloudMedic Content is provided for informational purposes only, is believed to be current and accurate at the time of posting, and is not intended as, and should not be construed to be, legal, financial, medical, or consulting advice. Physicians and other qualified health care practitioners should exercise their professional judgment in connection with the provision of services and should seek legal advice regarding any legal questions. References and links to third parties do not constitute an endorsement or warranty by the CloudMedic and CloudMedic hereby disclaims all express and implied warranties of any kind.
13. Third Party Information. CloudMedic websites may feature materials, information, products, and services provided by third parties. Any such information, including but not limited to articles, press clippings, opinions, advice, statements, services, offers, User-Generated Content or other information made available by third parties such as content providers and other users of the CloudMedic websites are those of the respective third party and not of the CloudMedic or its affiliates. CloudMedic makes no representation with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, or reliability of such third party materials, information, services or products.
14. Advertisers. CloudMedic websites may contain advertisements of third parties. The inclusion of advertisements on the CloudMedic websites does not imply endorsement of the advertised products or services by the CloudMedic. CloudMedic shall not be responsible for any loss of any kind incurred as a result of the presence of such advertisements on the CloudMedic websites. Further, CloudMedic shall not be responsible or liable for the statements or conduct of any third party advertisers appearing on CloudMedic websites. You shall be solely responsible for any correspondence or transactions you have with any third party advertisers.
15. Links to Third Party websites. CloudMedic websites may provide links (including any link through an on-line banner advertisement) to other sites on the Internet for your convenience. These other sites are maintained by third parties over which the CloudMedic exercises no control. The appearance of any such third party links (provided by the CloudMedic or by a third party) is not intended to endorse any particular company or product. If you decide to access any of the third party sites linked to the CloudMedic websites, you do so entirely at your own risk.
16. Warranties Disclaimed. THE CLOUDMEDIC WEBSITES AND CLOUDMEDIC CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE CLOUDMEDIC, ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, OR TRUSTEES NOR ANY OF ITS AGENTS, REPRESENTATIVES, SUPPLIERS, ADVERTISERS, PROMOTIONAL PARTNERS, OR LICENSORS (COLLECTIVELY “CLOUDMEDIC PARTIES”) PROVIDE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY THAT (i) THE CLOUDMEDIC WEBSITES OR CLOUDMEDIC CONTENT, OR ANY RESULTS THAT MAY BE OBTAINED BY YOU, ARE COMPLETE, ACCURATE, RELIABLE OR NON-INFRINGING; (ii) ACCESS TO THE CLOUDMEDIC WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE CLOUDMEDIC WEBSITES WILL MEET YOUR EXPECTATIONS; OR (iv) CLOUDMEDIC CONTENT WILL REMAIN UNCHANGED OR ACCESSIBLE ON THE CLOUDMEDIC WEBSITES. ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
17. Limitation of Liability. THE CLOUDMEDIC PARTIES SHALL NOT BE LIABLE, AND DISCLAIM ANY LIABILITY, FOR ANY CLAIM, LOSS OR DCLOUDMEDICGE, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DCLOUDMEDICGES OF ANY KIND WHATSOEVER IN CONNECTION WITH, AS A RESULT OF, OR ARISING (i) OUT OF THE USE OF OR INABILITY TO USE THE CLOUDMEDIC WEBSITES AND/OR ANY CLOUDMEDIC CONTENT; (ii) FROM ANY INTERRUPTION IN THE AVAILABILITY OF THE CLOUDMEDIC WEBSITES AND/OR CLOUDMEDIC CONTENT; (iii) FROM ANY LOSS OF DATA AND/OR FROM ANY EQUIPMENT FAILURE; (iv) OUT OF THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY PROBLEMS WITH THE GOODS, CONTENT AND/OR SERVICES PURCHASED OR OBTAINED FROM THE CLOUDMEDIC WEBSITES, OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE CLOUDMEDIC WEBSITES; (v) FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (vi) FROM STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE CLOUDMEDIC WEBSITES; (vii) FROM ANY DELAY OR FAILURE OF THE CLOUDMEDIC WEBSITES ARISING OUT OF CAUSES BEYOND THE CLOUDMEDIC’S CONTROL; (viii) OUT OF THE USE OF, REFERENCE TO, OR RELIANCE ON, THE CLOUDMEDIC CONTENT; (ix) OUT OF ANY THIRD PARTY MATERIALS, INFORMATION, PRODUCTS AND SERVICES CONTAINED ON, OR ACCESSED THROUGH, THE CLOUDMEDIC WEBSITES (x) OUT OF ANY CONTENT, MATERIALS, ACCURACY OF INFORMATION, AND/OR QUALITY OF THE PRODUCTS, SERVICES OR MATERIALS PROVIDED BY OR ADVERTISED ON THIRD PARTY WEBSITES; OR (xi) OUT OF ANY OTHER MATTER RELATING TO THE CLOUDMEDIC WEBSITES OR CLOUDMEDIC CONTENT. In the event you are dissatisfied with, or dispute, these Terms of Use, the CLOUDMEDIC websites and/or the CLOUDMEDIC Content, your sole right and exclusive remedy is to terminate your use of the CLOUDMEDIC websites, even if that right or remedy is deemed to fail of its essential purpose. You confirm that the CLOUDMEDIC has no other obligation, liability or responsibility to you or any other party.
18. Exclusions permitted by law. SOME JURISDICTIONS (BUT NOT NEW JERSEY) DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DCLOUDMEDICGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DCLOUDMEDICGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 18 AND 19 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND CLOUDMEDIC’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
19. Indemnification. To the fullest extent permitted by law, you shall defend, indemnify, and hold harmless the CloudMedic Parties from and against all claims arising from or in any way related to your use of the CloudMedic websites and/or CloudMedic Content, a violation by you of these Terms of Use, or any other actions connected with your use of the CloudMedic websites and/or CloudMedic Content, including any liability or expense, losses, d§ges (actual and consequential), suits, judgments, litigation costs and attorneys’ fees. The CloudMedic will provide prompt written notice of any such claims, but failure to provide such notice will not release you from any of your obligations pursuant to this Section except to the extent that you are actually prejudiced by such failure, and will not relieve you from any other liability that you may have to the CloudMedic Parties other than under this Section.
20. Term and Termination. These Terms of Use will take effect at the time you begin using the CloudMedic websites. The CloudMedic reserves the right, with or without notice, at any time and for any reason to deny you access to the CloudMedic websites or to any portion thereof, and to terminate these Terms of Use. These Terms of Use will terminate automatically if you fail to comply with or violate them. You may terminate these Terms of Use at any time by ceasing to use the CloudMedic website, but all applicable provisions of these Terms of Use will survive such termination. Upon termination, you must destroy all copies of any portion of the CloudMedic websites, including any CloudMedic Content, in your possession.
21. Arbitration; Venue. Any controversy or claim (“Claim”) you have arising out of or relating to these i) Terms of Use, ii) Additional Terms and Conditions, iii) the CloudMedic websites, and iv) any products and services accessed or purchased through the CloudMedic websites shall be resolved by a single impartial arbitrator pursuant to proceedings administered by the American Arbitration Association under its rules for resolution of commercial disputes. Any such Claim shall be brought, in any arbitration or other legal proceeding, solely by you as an individual and not as part of, or as a representative of, a class. The arbitration shall be held in Chicago, Illinois. All submissions to the arbitrator, the proceedings and the award shall be confidential. The arbitration shall be conducted on an expedited basis with minimal discovery. The arbitrator’s award shall be final and binding. The courts of the State of Illinois and/or the United States District Court for the Northern District of Illinois shall have exclusive jurisdiction and venue over (a) any action concerning the enforcement of an arbitration award, or (b) if arbitration is not permitted by law, then any Claim you have arising out of or relating to these Terms of Use. You agree to unconditionally and irrevocably submit to the exclusive jurisdiction and venue of such courts and you will not object to such jurisdiction and venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING. The CloudMedic reserves all rights and remedies available to it in law or equity.

Neither party consents or agrees to any arbitration on a class or representative basis, and the arbitrator shall have no authority to proceed with an arbitration on a class or representative basis. No arbitration will be consolidated with any other arbitration proceeding without the consent of all parties. Any claim or controversy as to the enforceability of this arbitration provision’s restriction on your right to participate in or pursue a class action or classwide arbitration shall be brought only in the United States District Court for the Northern District of Illinois or any State of Illinois court located in Cook County, Illinois.

22. Governing Law. These Terms of Use and all matters regarding your use of the CloudMedic websites shall be governed by, construed in accordance with, and enforced under the laws of the State of New York applicable to contracts made and executed and wholly performed in the State of New York, without regard to choice of law principles.
23. Waiver and Severability. The failure of the CloudMedic to exercise or enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent of the law, and all other provisions shall remain in full force and effect.
24. Complete Agreement. These Terms of Use, together with any revisions, any Additional Terms and Conditions incorporated by reference, and any Click-through Agreement, constitutes the entire agreement between you and the CloudMedic relating to the CloudMedic websites and its use by you, and supersedes any previous written or oral communication regarding use of the CloudMedic websites.
25. Statute of Limitations. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the CloudMedic websites must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.

26. Use of CloudMedic websites and CloudMedic Content outside of the United States. The CloudMedic makes no claims regarding access or use of the CloudMedic websites or the CloudMedic Content outside of the United States. If you use or access the CloudMedic websites or the CloudMedic Content outside of the United States, you do so at your own risk and are responsible for compliance with the laws and regulations of those governing jurisdictions in addition to these Terms of Use.