TERMS OF USE

1. Introduction

This document sets forth the terms and conditions ("Terms and Conditions") governing your use of the MedAxiom web site ("Web Site") and the information made available on and through the Web Site. Please read this page carefully. The Terms and Conditions, when agreed to by you, will form a binding Agreement between you and MedAxiom.

2. Privacy Policy

a. Overview

MedAxiom, is committed to protecting the privacy of our Users. Subject to the privacy limitations inherit with e-mail and non-secure Web sites, MedAxiom shall use its best efforts to ensure that any information you submit to the Web Site remains private and is used only for the purposes as set forth herein.

b. Applicability of Policy

This privacy policy applies to all information collected from you or submitted by you on the Web Site.

c. User Specific Information Collection

If you register with MedAxiom, to use any of the special services available through the Web Site, you will be asked to submit certain information, names and e-mail addresses. This information will be used to permit you to receive any information you may have requested from MedAxiom, and any additional communications the firm may deem appropriate in relation to your request.

d. Limitations on Disclosures

MedAxiom, does not disclose information that you provide to any outside parties, except when required by law or court order. It is your obligation to review this privacy policy as well as any updates hereto prior to submitting information.

e. Modifying Account Information

MedAxiom permits you to change or correct your account information at any time and for any reason. To modify your account information, follow the applicable procedures on the Web Site.

f. Feedback

MedAxiom, has an area on the Web Site which permits you to submit feedback about the Web Site. Any feedback that is submitted becomes the property of MedAxiom; the firm may use your feedback to make improvements to the Web Site, for marketing purposes, or to contact you.

g. Opt-Out

MedAxiom, permits you to opt-out of receiving certain communications from the Web Site. To opt-out of receiving communications from the Web Site, you may edit your Preferences and elect not to receive communications. If you do not want your feedback displayed on the Web Site, then you must so indicate at the time of submission. You may at any time cease using the Web Site or elect not to receive communications from the Web Site.

h. Changes to Privacy Policy

This privacy policy may be updated from time to time. Changes to the privacy policy will be posted to the Web Site. It is your obligation to review this privacy policy from time-to-time, and your continued use of the Web Site after changes have been posted will be deemed your acceptance of the revised policy. If at any time you have questions or concerns about this privacy policy, you may contact MedAxiom, via email at [email protected]

i. General

These Terms and Conditions are governed by the internal substantive laws of the State of Florida, without respect to its conflict of laws principles. Jurisdiction for any claims arising under these Terms and Conditions shall lie exclusively with the state and federal courts within the State of Florida. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. The failure of MedAxiom to enforce any term or condition of these Terms and Conditions shall not be deemed a waiver thereof and shall not prevent its later enforcement.

3. Acceptance of Terms and Conditions of Use

Your use of the Web Site indicates your acceptance of these Terms and Conditions. If you do not accept these Terms and Conditions, you may not use the Web Site. From time to time these Terms and Conditions may be revised by updating this document and posting it on the Web Site. It is your obligation to review these Terms and Conditions from time to time. Your continued use of the Web Site will constitute your agreement to the most current version of these Terms and Conditions. If at any time you do not agree to these Terms and Conditions, you must cease your use of this Web Site.

4. Definitions

For the purposes of this Agreement, the following definitions apply:

"Content" includes all Text, Data, Graphics, Design, Programming and information of any kind used on the Web Site.

"Data" includes the statistical information obtained by MedAxiom from other cardiovascular practices or other sources for the education and quality improvement of those permitted to use this Web Site.

"Text" includes all text on every page of the Web Site, whether editorial, informational, navigational, or instructional.

"Graphics" includes all logos, buttons, and other graphical elements on the Web Site, with the exception of paid advertising information.

"Design" includes the color combinations and the page layout of the Web Site.

"Programming" includes both client-side code (including but not limited to HTML, JavaScript, etc.) and server-side code (including but not limited to Active Server Pages, VBScript, databases, etc.) used on the Web Site.

"Document" refers to any posting to the Web Site.

"User" refers to any individual, organization, or governmental entity who uses any aspect of the Web Site or its services.

"You" refers to the person accessing the Web Site and agreeing to these Terms and Conditions.

5. Intellectual Property Rights

All Content on the Site is the property of MedAxiom, or the property of third parties as indicated, and is protected by U.S. copyright and international treaties. You may not reproduce, modify, display, sell, or distribute the Content, or use it in any other way for public or commercial purposes. The foregoing limitations include, but are not limited to, copying or adapting the HTML code used to generate Web pages on the Web Site, as well as any Graphics.

The "look" and "feel" of the Site (including color combinations, button shapes, layout, design and all other graphical elements) are also protected by U.S. copyright law. All product names, names of services, trademarks and service marks ("Marks") are the property of MedAxiom, or the property of their respective owners, as indicated. You may not use the Marks for any purpose whatsoever other than as permitted by these Terms and Conditions.

6. No Client Relationship

The Web Site is presented for informational and educational purposes only. Your use of the Web Site does not create a client relationship with MedAxiom, nor does such use constitute the receipt of advice from MedAxiom.

No User of this Web Site, whether or not the User has a separate client relationship with MedAxiom, should act or refrain from acting based on the Content of this Web Site.

7. Acceptable Use of the Web Site

The information displayed on the Web Site may not be used for any purpose except in connection with use of the Web Site by the person(s) expressly authorized by MedAxiom as permitted by these Terms and Conditions, and may not be excerpted, summarized, duplicated or otherwise removed from the Web Site. In addition, you represent, warrant and agree that you will not use (or plan, encourage or help others to use) the Web Site for any purpose or in any manner that is prohibited by these Terms and Conditions or by applicable law. Your use of the Web Site is also subject to the following restrictions:

a. You may not send unsolicited commercial email to the email addresses provided on the Web Site. The posting of email addresses is not to be construed as, and does not constitute consent to use of them by any seller of services, any compiler of mailing lists, or any other non-authorized use without prior permission from MedAxiom. In addition, spam, chain emails, advertising solicitations and similar email solicitations are expressly prohibited;

b. You may not copy, duplicate, download or otherwise use any material on the Web Site except for the purposes permitted by these Terms and Conditions.

c. Any information sent to MedAxiom, via email is not secure and is sent on a non-confidential basis.

8. Monitoring of Content

MedAxiom does not assume any obligation for the accuracy, completeness, or truthfulness of any of the Content of the Web Site. The Content is presented as general information for educational and quality improvement purposes and may not be updated except as decided in the sole discretion of MedAxiom.

9. Prohibited Uses:

a. attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

b. attempting to interfere with the proper functioning of the Web Site or MedAxiom, including, without limitation, via means of submitting a virus to the Web Site or MedAxiom, overloading, "flooding", "mailbombing" or "crashing";

c. sending unsolicited e-mail of promotions and/or advertising of products or services;

d. forging any TCP/IP packet header or any part of the header information in any e-mail.

10. Disclaimer of Warranties and Limitations of Liability

Your agreement to the following disclaimers and limitations is a material inducement to MedAxiom, to permit you to access the Web Site. Your use of the Web Site, and the obligations and liabilities of MedAxiom in respect of your use of the Web Site, is expressly limited as follows:

a. Third Party Information. The Web Site may from time to time display the content, services, products or hyperlinks of other companies or persons. Notwithstanding the presentation of any third-party information on the Web Site, no such presentation shall be considered an endorsement, representation or warranty, either express or implied, by MedAxiom, on behalf of or any third party. In addition, MedAxiom, does not endorse, warrant or otherwise guarantee the substance of any information or services provided by third parties. MedAxiom, shall have no liability or responsibility whatsoever for the content, subject matter or substance of any information accessed or obtained from third party Web sites accessed from the Web Site or Web sites that have links to the Web Site. Access to third party Web sites from the Web Site is done at your own risk.

b. DISCLAIMER OF WARRANTIES. THE WEB SITE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY WHATSOEVER. MEDAXIOM, DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

c. LIMITATION OF LIABILITY. IN NO EVENT SHALL MEDAXIOM BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY, OR BUSINESS INTERRUPTION, RESULTING FROM THE USE OF OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE WEB SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MEDAXIOM, IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

d. Indemnification. You agree to indemnify and hold harmless MedAxiom from and against any and all liability, claims, causes of actions, damages, costs and expenses, including but not limited to, attorneys fees and costs of suit, arising out of your breach of these Terms and Conditions.