CONTINUING PAST THE HOME PAGE OF THIS IMS SITE (AS SUCH TERMS ARE DEFINED BELOW) CONSTITUTES YOUR AGREEMENT AND ASSENT TO THIS AGREEMENT AND ALL TERMS AND CONDITIONS HEREIN. NO CHANGES (ADDITIONS OR DELETIONS) WILL BE ACCEPTED BY IMS. THIS AGREEMENT IS EFFECTIVE AS OF THE DATE YOU GAIN ACCESS TO THIS IMS SITE (THE “EFFECTIVE DATE”). IF YOU DO NOT AGREE TO AND ACCEPT THIS AGREEMENT, YOU MUST LEAVE THIS IMS SITE IMMEDIATELY. YOU SHOULD DOWNLOAD AND PRINT THIS AGREEMENT FOR YOUR RECORDS.
By visiting this IMS Site, You agree to the following:
1. Definitions. In addition to other defined terms in this Agreement, the following terms shall have the following meanings:
1.1 “IMS Home Page” means the IMS internet web page that is the first web page User sees when accessing the IMS Site, which are the group of web pages owned or otherwise operated by IMS with the domain name of www.imsaz.com .
1.2 “IMS Server” means the computer software and/or hardware that serves the IMS Site to Users across the Internet, and which hosts the pages, scripts, programs, and multimedia files and serves them using a protocol designed to send files to users.
1.3 “IMS Site” or “Site” means IMS’ internet website at www.imsaz.com8 and any internal blogs, bulletin boards, databases, interactive areas and similar forums which are under the sole control of IMS and are solely owned by IMS.
1.4 “Third Party Site” means any and all internet websites, blogs, bulletin boards, interactive areas, and similar forums that are not owned by IMS and are not under IMS’ control, but may be accessible via or through the IMS Site.
1.5 “Third Party Content” means any and all data, information, text, work, products or other material provided by a third party that appears on the IMS Site.
2. Access; Conditions to Use of the Site.
2.1 Subject to all of the terms and conditions of this Agreement, we hereby grant to You a non-exclusive, revocable, and limited right to access and use this IMS Site in strict compliance with this Agreement (the “Access Right”). We reserve the right to suspend or revoke this Access Right at our sole discretion without notice. Notwithstanding the foregoing Access Right, IMS also has the right to change, suspend, or discontinue any (or all) aspects of the IMS Site at any time, and from time to time, including the availability of any content or features on the Site. The Access Right (and all other rights, if any) granted to User pursuant to this Agreement will immediately terminate upon the expiration, cancellation or termination of this Agreement for any reason.
2.2 The User shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to or access the Site, including, without limitation, modems, hardware, software, ISP providers, and any other telecommunication services.
2.4 As a condition of Your use of the IMS Site, You covenant to IMS that You will not use this Site for any unlawful purpose or for any purpose that is prohibited by this Agreement. You may not use this Site in any manner that could damage, disable, overburden, or impair the IMS Site and any IMS Servers, or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the IMS Site.
2.5 Without limiting the generality of the foregoing, You agree to all of the following provisions: (a) You will not upload to, e-mail, distribute or otherwise publish or transmit on or through the IMS Site, or on or through any Third Party Site (as such term is defined herein), any message, data, information, text, work, or other material ("Content") that is (in IMS’ determination) unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or otherwise objectionable; (b) You will not upload or transmit any Content that would constitute or encourage a criminal offense, violate the rights of any party, or would otherwise create liability or violate any local, state, federal or international law; (c) You will not upload or transmit any Content that may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party anywhere; (d) You will not impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity; (e) You will not, without IMS’ prior written permission, distribute or publish unsolicited promotions, advertising, or solicitations for any goods, services or money, including junk mail and junk e-mail; and (f) You will not use the IMS Site or any Third Party Site for any commercial purposes not permitted by IMS.
2.6 Without limiting the generality of the foregoing, You agree to all of the following provisions: (a) Users are prohibited from violating or attempting to violate the security of the IMS Site, the IMS Server or any Third Party Site, including, without limitation, (i) accessing data not intended for such User or logging into a server or account which the User is not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any user, host, or network, including, without limitation, via means of submitting a virus to, or overloading, "flooding," "spamming," "mail bombing," or "crashing" the IMS Site, IMS Server, or any Third Party Site; (iv) sending unsolicited e-mail, including promotions and/or advertising of products or services; or (v) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Any violations of any system or network security (including, but not limited to, that of the IMS Site or the IMS Server) may result in civil or criminal liability; and (b) IMS has the right to investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. IMS reserves the right to cooperate with any and all law enforcement agencies, including complying with warrants, court orders and subpoenas and disclosing to law enforcement agencies any information about any User and anything a User does with respect to the IMS Site and any Third Party Site. By Your use of the IMS Site, You authorize IMS to take such action.
2.7 In the event this Agreement allows You to transmit any Content via or through the IMS Site, or otherwise contribute any Content to the IMS Site or to any Third Party Site, You hereby represent and warrant to IMS that You have the lawful right to distribute and reproduce such Content and that you will do so in accordance with this Agreement and all applicable laws, rules, and regulations.
2.8 You are solely responsible for Your conduct while using the IMS Site and any Third Party Site including, but not limited to, all Content of all e-mail messages You generate, all Content in all folders, web pages, blogs, interactive areas and all other interactions You generate, transmit, or maintain via or through the IMS Site or any Third Party Site. IMS takes no responsibility for any such online distribution, publication or other actions by You or by any other party. IMS cannot and will not review every message or other Content You or any other party may generate or post, and IMS is not responsible for the Content thereof.
2.9 In addition to any other right to suspend or terminate this Agreement, IMS hereby has the absolute right to immediately terminate, without warning, any account and Access Rights which it believes, in its sole discretion, breaches any of the provisions of this Agreement.
3. Copyrights and Other Intellectual Property Rights; Reservation of Rights.
3.1 IMS’ policy is to respect the copyright and intellectual property rights of others. IMS has the absolute right to (i) immediately suspend or terminate, without warning, any Access Rights of Users who appear to infringe upon the copyright or intellectual property rights of others, and (ii) remove, download or upload any Content from, to, via or through the IMS Site or any Third Party Site that, in IMS’ sole opinion, may infringe the copyright or other intellectual property rights of any third party.
3.2 This Agreement shall not be interpreted to transfer any rights in any intellectual property from IMS to User. Publication of content on the Site does not constitute the placing of such materials in the public domain. IMS shall solely own all trademarks/service marks, logos, images, graphics, other Content (including Third Party Content other than Content that User can prove to IMS that User owns and is permitted by this Agreement to distribute via the IMS Site), software, website designs, all other copyrights, and all other intellectual property provided in the IMS Site and otherwise in furtherance of this Agreement (collectively, “IMS IP Assets”). IMS IP Assets may not be used by User without the prior written permission from IMS, and then only with proper acknowledgement. Any rights not expressly granted herein to User are reserved to IMS. No copyrighted material, Content, Third Party Content or any other IMS IP Assets may be downloaded, modified, copied, displayed, transferred, distributed, sold, published, broadcast or otherwise used except as expressly stated in this Agreement or as otherwise expressly authorized in writing by IMS. Use of any of the IMS IP Assets is prohibited unless You are an authorized User in good standing. Unauthorized use is a violation of copyright and intellectual property rights and is actionable under law.
4.1 You are responsible for maintaining the confidentiality of Your information, Your login and Your password. You shall be responsible for all uses of Your login and password, regardless of whether these uses are authorized by You. You agree to notify IMS immediately of any unauthorized use of Your account or password.
4.2 IMS’ Privacy Statement is available here. IMS’ Privacy Statement by this reference is incorporated into this Agreement.
You, as a User, will indemnify and hold IMS, its parents, subsidiaries, affiliates, officers, and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of the User's (or any third party using the User's account) access to, or use of, the IMS Site or any Third Party Site which is (i) in violation of any of the terms and conditions of this Agreement or the IMS Site’s Privacy Statement; (ii) if in violation of any law, statute, or regulation anywhere; or (iii) without limiting the foregoing, is an infringement by the User, or any third party using the User's account, of any intellectual property or other right of any person or entity anywhere.
You agree to release IMS, and its parents, subsidiaries, affiliates, officers, and employees, from any and all liability and obligations whatsoever in connection with or arising from your use of the Site. If at any time you are not happy with the Site or object to any material within the Site, your sole remedy is to cease using them.
6. No Professional Advice; Possible Errors and Revisions
6.1 The information, material and other services provided via, through or in the IMS Site, including but not limited to, “Insurance” Site pages, “Patient Education” Site pages, “Find a Physician” Site pages, “Find a Practice” Site pages and all Third Party Content (collectively, the “Site Resources”) are provided to User for informational purposes only. While IMS endeavors to provide the most current and accurate Site Resources as possible, this IMS Site, and the provision of such Site Resources, are not intended to provide professional advice or opinions or medical advice, diagnosis, treatment related to, or for the mitigation of, any symptom related to any of the subject matter contained in the Site Resources and the Site Resources should not be relied upon as such. Further, the IMS Site and Site Resources are not intended as a substitute for obtaining professional advice or medical care from a physician or other qualified medical health professional and You should not act upon any Site Resources contained in this IMS Site without seeking professional advice or medical care from a physician or other qualified medical health professional. The Site Resources contained in, via or through this IMS Site may be general in nature, and may not apply to particular factual circumstances. Further, while IMS endeavors to provide current and accurate Site Resources, this IMS Site may not reflect the most current developments and is not guaranteed to be complete, contemporaneous, or correct. If you have questions regarding a medical condition, always seek professional medical advice or medical care from your physician or other qualified medical health professional. Developments in the practice of medicine and other medical research may impact this information. If you think you may have a medical emergency, call your doctor or 911 immediately.
6.2 THE SITE RESOURCES AVAILABLE THROUGH OR VIA THIS IMS SITE MAY BE SUPERSEDED AND/OR MAY INCLUDE INACCURACIES. In any situation where a document CONTAINED AS A SITE RESOURCE IS OBTAINED FROM ANOTHER SOURCE. IN THAT SITUATION, the OTHER SOURCE (AND ITS WEBSITE) takes precedence. IMS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THIS IMS SITE, SITE RESOURCES AND ITS IMS SERVERS AT ANY TIME.
7. Links to Third Party Sites.
As a convenience to You, the Site may provide links or other access to Third Party Sites (as such term is defined above). IMS does not control the Third Party Sites or Third Party Content and is not responsible for the Content included in them including, without limitation, any subsequent links contained within a linked Third Party Site, or any changes or updates to a linked Third Party Site. Any reference from the IMS Site to any entity, product, service, content, information or feature of Third Party Content or a Third Party Site does not constitute an endorsement, suggestion of sponsorship or recommendation by IMS. No Third Party Site is authorized to make any representations or warranties on our behalf whatsoever. Your visits to any Third Party Sites are subject to the terms and conditions, and privacy policies, of such Third Party Sites. You should refer to each Third Party Site’s specific terms and conditions and privacy policies.
8. Disclaimer of Warranties; Disclaimer of Liability.
8.1 IMS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, ACCURACY OR CURRENTNESS OF THE SITE RESOURCES OR ANY OTHER FEATURES MADE AVAILABLE VIA OR THROUGH THE IMS SITE. ALL SITE RESOURCES AND OTHER FEATURES OF THE IMS SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IMS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IMS DOES NOT WARRANT THAT THE IMS SITE AND THE SITE RESOURCES MADE AVAILABLE VIA, THROUGH OR ON THE IMS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE DEFECTS WILL BE CORRECTED, OR THAT THE IMS SERVER MAKING THIS IMS SITE AVAILABLE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS.
8.2 IMS SHALL NOT be liable for any special, indirect, INCIDENTAL OR consequential damages or any damages whatsoever resulting from INCONVENIENCE, OR loss of use, RESOURCES or profits, whether in an action of contract, negligence or other TORTIOUS action, arising out of or in connection with the use or performance of the IMS site or site resources made available VIA, THROUGH OR on this IMS Site or any third party sites, EVEN IF IMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
10.1 “Feedback” means all data and information (whether oral, written, electronic or otherwise) provided to IMS by User as a part of User's use of the IMS Site, and User's analysis of the features and functions of the IMS Site, including, but not limited to: (i) any problems or deficiencies in the IMS Site identified by User; (ii) any suggestions or requirements of User related to the IMS Site not currently addressed in the IMS Site; (iii) any improvements, modifications, changes, alterations, adaptations, conversions and derivative works of the IMS Site that are, in whole or in part, made, conceived, or developed by User, at any time; and (iv) any other information or data collected by User that is related to or arising out of User’s analysis or other use of the IMS Site.
10.2 All rights, title and interest in and to the Feedback of User shall be exclusively owned, and will be the sole property of IMS. User further agrees that all of User’s Feedback shall be given exclusively to IMS, and that User shall not use any of the Feedback as a benchmark for any products or services that compete with the IMS Site.
10.3 All of User’s Feedback shall be deemed “Confidential Information,” owned solely by IMS. As such, User will not use, distribute, disclose, copy, or otherwise reproduce for any purpose other than testing the features and functions of the IMS Site. User will take reasonable security precautions (at least as protective as the precautions it takes to preserve its own confidential information of a similar nature) to keep IMS’ Confidential Information confidential.
As a User, should You or anyone using Your privileges, violate the terms of this Agreement (as determined in IMS’ sole discretion), IMS reserves the right to take any action it deems appropriate, including, but not limited to, termination of this Agreement, including all Access Rights. In addition to any other right of IMS to terminate this Agreement, IMS further reserves the right, without notice, at any time, in its sole discretion, and for any reason, to terminate this Agreement, including all Access Rights. IMS is not required to provide mail or web page forwarding at termination.
12. Controlling Law
If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.
This Agreement and any documents referenced herein constitutes the complete and exclusive statement of the Agreement between the parties with respect to the Site and use of the Site, and, unless otherwise expressly provided herein, it supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Site. If any provision of this Agreement is found unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision. As so reformed or modified, the court shall fully enforce this Agreement. The provisions that by their content are intended to survive the expiration or termination of this Agreement, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination and interpretation of this Agreement, will survive the expiration or termination of this Agreement for their full statutory period.
13. Invalid Or Unenforceable Provisions
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the remainder of the Agreement shall continue in effect.
14. If You Have Questions
IMS Corporate Contact Information
3815 E. Bell Road Suite 2200
Phoenix, AZ 85036