TERMS & CONDITIONS

PLEASE READ THIS AGREEMENT BEFORE USING MedLink TotalOffice or any product or service provided by MedLink International.

BY USING ANY OF THE SERVICES OFFERED by MedLink International, YOU ARE AGREEGING TO ABIDE BY THE TERMS AND CONDITIONS OF THIS SERVICE AGREEMENT.

You ("Client") are allowed to use the services offered by MedLink International under the terms and conditions defined below. MedLink reserves the right, at its discretion, to modify the Service Agreement at any time by posting a notice on www.medlinkus.com. Client shall be responsible for reviewing any such modifications from time to time. Use of the Services by Client following such notification constitutes Client's acceptance of the terms and conditions of this Agreement as modified.

Binding Effect
As of the effective date hereof, these Terms and Conditions will be binding upon and inure to the benefit of the parties, their legal representatives, permitted transferees, successors, and assigns as permitted by these Terms and Conditions. MedLink shall have the right to assign these Terms and Conditions, and any associated Service Contract and to contract with third parties to perform any or all of the services set forth herein. These Terms and Conditions to the extent agreed to will be treated in all manner and respects, and will have the same binding effect as an original document.

Provision and Purchase of Services.
(a) MedLink International, shall provide to client, and client shall subscribe, the electronic medical record and practice management solution for a specific number of users to be identified prior to install and other mutually agreed upon services (collectively, the "Services"), set forth through the online registration process or through separate agreement. For each instance of services, MedLink and the Client shall enter into a specific service plan (each, a "Service Contract"), which shall set forth the nature of services to be provided and other relevant terms and conditions, consistent with the provisions of this agreement. (b) The Client shall pay for the services, hardware and connectivity as provided in the applicable service contract. Without limiting the forgoing, Client shall be obligated to pay all one-time setup and installation charges, any one-time or recurring charges for any third party services and all sales and use taxes, as well as duties or levies, arising in connection with the services. Charges shall be periodical, as determined by the appropriate service plan, and the payment shall be due upon receipt of invoice. Client will pay a late payment charge, equal to 1.5% of the outstanding balance on any invoice or $10, which ever is greater, remaining unpaid twenty five (25) days after the date appearing on invoice. MedLink may require ACH or credit card payment information on inception.

Term and Termination.
The term of this agreement commences on the date of the first online registration process or the date the Service Contract is executed by the client and terminates upon the termination date of the last Service Contract in effect between the parties. The initial term (the "Term") of each service contract will be for a period of Twelve (12) months from the date of commencement of service(s) (as defined in the applicable Service Contract), unless otherwise agreed to, by both the parties. Unless either party gives a notice in writing, at least thirty (30) days prior to the end of the term of a Service Contract, the Term for such Service Contract shall be renewed automatically on a twelve (12) month basis at agreed terms, or at the MedLink list charges in effect for similar Service(s), until terms are agreed to between the parties. This agreement may be terminated at any time by the Client with a thirty (30) day prior written notice, and unless such termination results from MedLink's breach of this agreement, payment is required by the Client of one hundred percent (100%) of any remaining fees due on the agreement up to the date of termination. A termination request will result in the discontinuation of all Services, at the end of the thirty (30) day period under the affected Service Contract, and in the discontinuation of access to and delivery of all MedLink support, associated with such Service(s). Should the Client request MedLink to continue providing any portion of such Service(s) or support, beyond the requested termination date, the Client agrees to pay MedLink for the said Service(s) and/or support at MedLink's prevailing daily and/or hourly rate(s). MedLink may discontinue service and terminate this agreement in the event the Client shall violate any term hereof, including, but not limited to, the Client's failure to make any payment when due, as provided in Section-1b and the violation by the Client of any of its obligations contained in section 3. In the event that this agreement is terminated, pursuant to the provisions of the preceding sentence, the Client shall nevertheless, be obligated to pay, one hundred percent (100%) of the remainder of fees, due on the outstanding term of this agreement or the renewal term of this agreement then in effect.

Rights and Obligations of Clients.
Client shall not use the Service(s) in any way that MedLink determines in its sole discretion is, or is reasonably likely to be harmful, either to its customers, or operations or its reputation, including any activity of the Client or Client's customers or authorized users, that restricts or inhibits other end-users of MedLink's Service(s) from using and enjoying them. Client shall not copy, upload, post, publish, transmit, reproduce or distribute in any way, information or other material which is protected by a copyright or other proprietary right, or derivative works with respect thereto, without obtaining permission of the Copyright Owner or the Right holder. Client shall not violate any individual's/Organization's right of privacy, right of publicity or other common law rights. Client shall not interfere or attempt to interfere with the normal working of MedLink Service(s) by, but not limited to, uploading virus affected or large files.

Rights and Obligations of MedLink.
MedLink shall be responsible only for the operation and maintenance of Service(s). Any interruption in Service(s) that is caused by the malfunction or interruption of any physical Telecommunication Media or Facility will not be deemed a breech of MedLink's obligations under this agreement. Confidentiality (Non-Disclosure) Policy. MedLink has no obligation to monitor the Service(s). Client agrees, however, that MedLink has the right to monitor the Service(s) electronically from time to time and disclose any information as necessary, to satisfy any law, regulation or other government or judicial request, to operate the Service(s) properly, or to protect itself and/or its subscribers. MedLink cannot guarantee one hundred percent, the privacy of any message; communication or other information transmitted, received or accessed using the Service(s), but will make reasonable effort with available technologies to maintain privacy. MedLink will not intentionally monitor or disclose any private information unless required by any law, regulation or other governmental or judicial request. Client acknowledges and agrees that it bears responsibility to prevent disclosure of MedLink user identification names and passwords and in such an event, MedLink will have no liability to the customer or any third party based upon unauthorized access to data and/or other information. Indemnification. Client will indemnify, save, hold harmless, and defend MedLink, all employees, officers, directors, and agents of MedLink (collectively "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorney's fees incurred with or without suit, in arbitration or mediation, on appeal or in a bankruptcy or similar proceeding) (collectively, "Claims") threatened, asserted, or filed by a third party against any of the indemnified parties to the extend that such third party claims arise out of or relate to (i) the breech or alleged breech of its agreement by the Client; (ii) any negligent or tortuous act or omission to act by the Client; or (iii) any claim that data content delivered by the Client via the service(s) provided by MedLink under this agreement, constitutes and infringement of any confidential information, trade secret, patent, copyright, trademark, trade name, or other legal rights of any third party.

Limitation of Liability.
In no event, shall MedLink be liable for any indirect, incidental, special or consequential damages, or loss of profits, revenue, data or use, by the Client or any third party, whether in an action in contract or tort or strict liability or other legal theory, even if MedLink has been advised of the possibility of such damages. If the Client is dissatisfied with the Service(s) or with any terms, conditions, rules, policies, guidelines or practices of MedLink in operating the Service(s), Client's sole and exclusive option is to terminate this agreement in accordance with Term and Termination section , above, and discontinue using the Service(s). MedLink's entire liability on any claim or loss, damage or expense from any cause whatsoever, shall in no event exceed sums actually paid to MedLink by the Client, for the remaining contract term specified in the Service Contract. MedLink shall not be liable for the failure or delay in performing its obligations hereunder, if such failure or delay are due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or labor disturbance, interruption of or delay in transportation, or inability to obtain raw materials, supplies or power used in, or the equipment needed for the provision of Service(s) described in the Service Contract.

Data Content and Security.
Client acknowledges that even though data transmitted through MedLink service are secured using HTTPS (SSL) protocol and is HIPPA Compliant, emails sent and received are not. Therefore, it is the Client's responsibility for the security of all data exchanged through electronic mails or facsimile (fax). MedLink is not liable for the content of any data transferred, either to or from the Client, via the Service(s) provided by MedLink, nor for any loss or damages - personal, material or financial - suffered by Client as a direct consequence of the Service(s) provided by MedLink. MedLink cannot and do not guarantee or warrant that files available for downloading from this online site will be free of infection by viruses or other destructive code that that can in turn affect or damage your computer/network or data.

Privacy Policy
MedLink shall make all reasonable effort to protect the personal and private information transferred to us by the Client(s). A detailed description of MedLink's privacy policy and privacy information handling and enforcement procedures is made public in MedLink's website at all times.

User Representations
The Client represents and warrants that he/she possess the legal right and ability to enter into this Agreement and to use MedLink in accordance with this Agreement. The Client also agrees to be financially responsible for the use of MedLink and to comply with the responsibilities and obligations as stated in this Agreement.

Miscellaneous
The validity, interpretation, enforceability, and performance of this agreement, shall be governed by and construed in accordance with the law of State of New York, County of Suffolk. This agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assignees. Clients may not assign this agreement without the prior written consent of MedLink. Headings used in this agreement are for reference purposes only and shall not constitute a part hereof or affect the meaning or the interpretation of this agreement. If any provision of this agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this agreement shall remain in full force and effect. This agreement is executed through the online registration, for services offered by MedLink, on its website by its clients, each of which shall be deemed an original instrument.
Effective Date: October 01, 2008

 
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