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Terms
General Terms and Conditions
Please review these terms and conditions. You must agree to these terms and
conditions to proceed to the next step and to conduct transactions using the
Medibuy marketplace.
Site Access and Responsibility for Use
Permissible and Prohibited Uses
Fees
Nature of Site
Intellectual Property
Resolution of Disputes
Effect of Errors
Down Time
Modification of these Terms and Conditions
Miscellaneous Provisions
The following terms and conditions apply to your use of any part of our marketplace
services each time that you use them. By registering as a user you accept and
agree to be bound by these terms and conditions. Additional rules that apply
to your transactions over the marketplace are contained in our "Policies and
Procedures" (see Policies and Procedures). In the event the registered user
has entered into a written agreement with Medibuy related to the use of the
Medibuy marketplace, the terms of such written agreement will govern the registrant's
use of this site and will supersede these Terms and Conditions.
Site Access and Responsibility for Use
Qualified Users: Only persons or organizations that deliver healthcare services
may register as healthcare providers. Healthcare services include acute and long-term care,
nursing care, ambulatory services, laboratory services, physicians, etc. Persons
or organizations that provide or wish to provide goods or services (including
non-medical goods and services) to any qualified healthcare provider may register as a supplier.
No organization may register as both a healthcare provider and a supplier.
Authority to Bind: The entity that is directly bound by these terms and conditions
is the one identified as the registrant on the registration form. The person
who completes the form must have, and by completing the form represents that
he or she does have, authority to bind the organization to these terms and conditions.
Responsibility for Use: The registered organization is responsible for ensuring
that only authorized personnel have access to its user ID and password. Any
information transmitted through our system will be solely the responsibility
of the registered user whose ID and password was utilized to gain access. A
registered user should immediately change its password if unauthorized use of
the site occurs.
Site Access: We intend to make our services available for use by any interested
participant who qualifies. However, we reserve all rights to limit or restrict
access to our services for no reason or any reason whatsoever, except an unlawful
one.
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Permissible and Prohibited Uses
Good Faith Intent to Transact Business Using Our Services: Parties may register
and use our e-commerce services for a particular transaction only if they intend,
in good faith, to conclude that transaction through our system with the other
party (or parties) involved in the transaction. Should we determine, in our
sole discretion, that a party is using our system in a manner inconsistent with
this requirement, we may revoke its right to use our services.
Prohibited Uses: No party may use our system for anything other than a lawful
and legitimate business purpose. Examples of prohibited uses of our system include,
but are not limited to, the following: (a) selling stolen property, counterfeit
items, contraband, controlled substances or any other material which it is unlawful
for the supplier to sell or the healthcare provider to acquire; (b) placement on the site
of any untrue, malicious, fraudulent, harassing, offensive or defamatory material,
or any material that is irrelevant to a legitimate use of the site; (c) introduction
of viruses, worms or other programming routines that are intended to disrupt
or interfere with the intended operation of the site; (d) insertion of links
to other sites of whatever character; (e) promotion of any unlawful activity
or purpose, including any activity that could give rise to criminal or civil
liability; (f) manipulation of pricing on transactions by any means, including
the placement of bad faith bids, use of shills in the auction process or collusion
between a healthcare provider and supplier to cause harm to a competitor; (g) unauthorized
alteration of any data or information supplied by another user of the site;
or (h) any activity that infringes on the copyright, patent, trademark or other
rights of any person or entity.
Any party that uses our services in violation of these terms and conditions
or policies and procedures may have its right to use our services revoked and
may be barred from any future use of these services. Any content introduced
to our site as a result of or which constitutes an impermissible use, as determined
in our sole discretion, may be removed from the site. Parties that engage in
a prohibited use of the site will be liable to us for damages we incur as a
result.
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Fees
Transaction and Other Fees: Fees, if any, related to use of our services will
be governed by the terms of the applicable written agreement between registrant
and Medibuy. Any party that is perceived to be engaged in conduct designed to evade (or
assist another party to evade) payment of fees may be denied access to the e-commerce
services.
Due Date for Fees; Interest: Applicable fees are due and payable within
thirty (30) days after the date of our invoice. A late payment fee of the lesser
of 1.5% per month or the maximum rate permissible by law will be added to any
fees that are not paid on time.
Costs of Collecting Fees: Should any user of
our e-commerce services fail to pay any of the fees that are owed to us, that
user will also be liable for our costs incurred in collecting the fees, including
reasonable attorney's fees.
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Nature of Site
Venue Only: Our e-commerce services and marketplace serve only as a venue through
which healthcare providers and suppliers contact each other to conduct business. All purchase
and sale transactions occur directly between the healthcare provider and supplier, and we
are not a party to them.
Legal Compliance Issues: It is the responsibility of
the healthcare provider and supplier to determine what measures must be taken to comply with
all legal requirements that apply to their transaction, such as the payment
of taxes and any import or export duties and restrictions.
Disclaimer of All Warranties: Due to the limited nature of our involvement in the business transactions
effected through use of our e-commerce services, WE DO NOT CONTROL, AND THEREFORE
DO NOT WARRANT, IN ANY WAY, ANY OF THE GOODS OR SERVICES DELIVERED PURSUANT
TO A TRANSACTION FOR WHICH OUR SERVICES WERE UTILIZED. WE SPECIFICALLY DISCLAIM
THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT. Although some states do not permit suppliers of goods
to disclaim implied warranties, you agree that we do not sell goods, unless
specifically stated, and that due to the limited nature of our involvement in
transactions in which our e-commerce services are used, those restrictions on
disclaimer of warranties do not apply to us.
Any warranties relating to goods or services purchased using our e-commerce
services are limited solely to warranties, if any, provided by the suppliers
of such goods or services. Healthcare providers are responsible for understanding and complying
with any limitations on liability and warranties offered by suppliers.
Waiver and Indemnification: Due to the limited nature of our involvement in
transactions conducted through our e-commerce services, you agree that we will
not be responsible for any claims for damage relating to any transaction between
you and another user, and that in any event, we will not be liable for any amount
exceeding the total amount of fees that you have paid to us in the twelve months
preceding the act giving rise to a claim. In no event will we be liable for
any incidental, consequential, special or punitive damages or any damages related
to products liability claims. In addition, you will indemnify, defend and hold
us harmless from any and all loss, cost, damage, claims or demands of any kind
or nature whatsoever that arise out of or relate to in any way your use of our
e-commerce services, including, but not limited to, products liability claims.
This indemnity shall also extend to the operator of any site that you have used
to gain access to our services.
Medical Advice: Although we are dedicated to serving the healthcare industry
and its suppliers, we are not authorized to provide, and we do not engage in
providing, medical advice. Any material that is or may come to be present on
our site regarding medical procedures, treatments and diagnoses is made available
for informational purposes only, and it is not intended to serve as or take
the place of medical care delivered by licensed professionals.
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Intellectual Property
The entire content of this site and related Medibuy sites is copyrighted by
us unless otherwise noted. Copyrighted material of others is used only with
their express permission. As a registered user of our system, you will be entitled
to print out pages of transaction and catalog information only for internal,
legitimate purposes related to your purchasing activities. Users are prohibited
from using any information obtained through our system for any purpose inconsistent
with these Terms and Conditions and Policies and Procedures or inconsistent
with the terms of any confidentiality or similar agreement with another user.
Trademarks and service marks belonging to us or other entities may not be used
without the permission of the owner of such marks, except as provided by law.
All title to, ownership of and rights in and to the software and any intellectual
property used to operate our services, including any enhancements, improvements,
additions to or works derived therefrom, do and shall belong to us, unless specifically
provided otherwise in a written agreement to which we are a party.
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Resolution of Disputes
Any dispute that arises out of a transaction that involved the use of our services
as a venue is strictly between the healthcare provider and supplier who engaged in the transaction.
Users of our e-commerce services hereby waive all rights to bring, and expressly
agree not to bring, any suit or to assert any claim or demand against us as
a result of any such dispute. Notwithstanding the above waiver, should any user
of this site attempt to bring a claim against us, such user consents to the
exclusive jurisdiction of and venue of the courts in Davidson County, Tennessee
in all disputes arising out of the use of this site.
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Effect of Errors
User Information: All users of our e-commerce services are responsible for
the accuracy of the information that they transmit through our system. Therefore,
users must take all measures necessary to ensure that the information they supply
is accurate, complete and current. In no event will we be responsible in any
way for errors in information transmitted through our site by any user.
Users will be responsible to confirm and verify the accuracy of the transactional
information transmitted and received through our system. Users must notify us
immediately upon discovery of any errors so that we may assist in the correction
of any such errors. Healthcare providers and suppliers will cooperate to correct any errors
in transmission of user data.
Corrupted Information: It is possible that accurate information submitted to
us by a user of our system will be corrupted and modified due to the presence
of "bugs" in software, viruses or other causes. We will use commercially reasonable
efforts to prevent such causes and modification. We will not be liable for any
damages to any user that is affected by any corrupted information (unless the
corruption results from our negligence) and in any case we will work with the
transaction parties to correct the corrupted information. Users agree that any
agreement reached between a healthcare provider and supplier on the basis of such modified
information shall be void at the election of the party adversely affected by
the modification, provided that the modification affects a material term of
the agreement and that the adversely affected party notifies the other party
to the transaction and us of the decision to void the transaction promptly following
transmission and discovery of the modification.
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Down Time
We take all commercially reasonable measures to ensure that our system is available
without interruption, except for any scheduled down time needed to help maintain
effective operation of our marketplace. However, difficulties with hardware,
software and equipment and services supplied by others may result in service
interruptions. In such cases, we will take those measures that we deem reasonable
to accommodate the interests of our healthcare providers and suppliers. In no event will we
be liable to any party for any loss, cost or damage that results from any period
of down time suffered by our system.
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Modification of these Terms and Conditions
We reserve the right to modify these terms and conditions at any time. We will
advise all registered users of such changes and their effective date via e-mail,
through a notice posted on the site or both. Such modifications will apply only
to use of the site that commences after the effective date of the modification.
Miscellaneous Provisions
Separate Agreements: We may enter into agreements with users providing for
rights and obligations that are different than these terms and conditions, including,
without limitation, where we grant particular users preferred terms or fee/payment
structures, which supercede some or all of these terms and conditions. In addition,
we may provide some users customized or other services that are not available
to our other customers generally. We reserve the right to enter into any such
agreements in our sole discretion.
No Waiver: Our failure to exercise or enforce any of our rights will not constitute
a waiver of such right.
Integration: Except only if superseded by a separate written agreement between
the registrant and Medibuy, the terms and conditions and policies and procedures
set forth on this site set forth the entire agreement between us and you and
supercede and control over any prior or contemporaneous oral, written or electronic
communications and proposals. No modification of these terms and conditions
may be enforced against us unless such modification is set forth in a writing
signed by an executive officer of our company.
Severability: If a court of competent jurisdiction invalidates any of these
terms, the remaining terms shall remain in full force and effect.
Notices: Any notice required to be delivered under these terms and conditions
shall be delivered via e-mail. For notices to the registered user, the e-mail
shall be directed to the e-mail address in the most current registration information.
Notices directed to us shall be directed to:
Medibuy Customer Support
3322 West End Avenue
10th Floor
Nashville, TN 37203
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