1. ACCEPTANCE OF TERMS
If you are under 13 years of age, you may not use the Service. If you are at least 13 years of age but under 18 years of age or the age of majority in your jurisdiction, whichever is greater, you represent and warrant that you have obtained the consent of a parent or guardian before accessing or using the Service. Otherwise, you represent and warrant that you are: (i) at least 18 years of age or the age of majority in your jurisdiction, whichever is greater; and (ii) of legal age to form a binding contract. In all cases, you represent and warrant that you are not a person barred from accessing or using the Service under the laws of your country of residence or any other applicable jurisdiction. Some parts of the Service may have different age requirements, which will be noted in those parts of the Service.
3. GRANT OF RIGHTS
(a) Subject to your compliance with the TOU in all material respects, GreenLight grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (i) access and view pages from the Service for your personal, non-commercial use only; and (ii) print a reasonable number of such pages for your personal, non-commercial use only.
(b) To the extent that a Site provides online access to any software, application or other similar online components, then, subject to your compliance with the TOU in all material respects, GreenLight grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use such components only in executable, machine-readable, object code form within the online platform provided by GreenLight for accessing such components and only for your personal, non-commercial purposes.
(c) Your access to and use of the Service must further comply in all material respects with any usage guidelines posted by GreenLight.
(d) GreenLight further makes available mobile applications for access to certain content from GreenLight (“Mobile Apps”). Your access to and use of Mobile Apps is subject to the applicable end user license agreement for each Mobile App.
(a) In registering for the Service, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data"); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or GreenLight reasonably suspects that you have done so, GreenLight may suspend or terminate your account.
(b) You are fully responsible for all activities that occur under your account. You may not transfer, share, or make available your Registration Data to others including your password. Any distribution by you of Registration Data may result in suspension, termination, or cancellation of your access to the Service without refund. You agree to notify GreenLight immediately of any additional use of your account or password by any party other than the individual it is designated for or any other similar breach of security.
(c) Following registration, you acknowledge that your credit card may be charged for a subscription payment for the use of GreenLight’s services and without renewal payment your account will be suspended. You understand this payment is to GreenLight, and that the service begins upon registration and refunds will not be issued after payment has been received. You understand that your subscription will be automatically renewed at the end of the term and that your card will be charged accordingly for the renewal subscription fee as defined at that time, unless your account is cancelled prior to renewal.
5. RESPONSIBILITY FOR CONTENT
(a) You acknowledge and agree that all information, data, text, software, music, sounds, photographs, graphics, videos, messages, scripts, tags and/or other materials accessible through the Service, whether publicly posted or privately transmitted ("Content"), are the sole responsibility of the person from whom such Content originated. This means that you, and not GreenLight, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Service (“Your Content”), and other users of the Service, and not GreenLight, are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Service (“User Content”).
(b) You acknowledge and agree that GreenLight has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although GreenLight reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Without limiting the generality of the foregoing, GreenLight shall have the right to remove any Content that violates the TOU or that it deems objectionable.
(c) To the extent that you submit any Content, you represent and warrant that, to the best of your knowledge: (i) you have all necessary right and authority to grant the rights set forth in the TOU with respect to Your Content; and (ii) Your Content as submitted by you does not violate any copyright, trademark, right of privacy, right of publicity or any other right of any third party.
6. RIGHTS TO CONTENT
(a) GreenLight does not claim ownership of Your Content. However, you grant GreenLight and its service providers a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable, transferable license to use, distribute, transmit, reproduce, modify, adapt, and display Your Content in connection with the Service. For the avoidance of doubt and without limiting the foregoing, you acknowledge and agree that GreenLight may collect, store, retain and use (even after termination of this TOU) any of Your Content, without further permission from or compensation to you, as part of a database, the Service or any other product or service offered by GreenLight, except that, without your written authorization, GreenLight will not make any of your pricing information available outside of the hospital or hospital system for which you submitted it or authorized its disclosure. You understand that the technical processing and transmission of data associated with the Service, including Your Content, may require: (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
(b) Except with respect to Your Content, you agree that GreenLight and its licensors own all rights, title and interest in the Service and all materials within the Service. Except with respect to Your Content or as expressly permitted by the TOU, you may not: (i) use, distribute, transmit, reproduce, modify, adapt, create derivative works from, publicly perform or publicly display any Content; (ii) frame or utilize any framing technique to enclose any Content; (iii) decompile, decode, disassemble, reverse engineer, reverse assemble or otherwise attempt to discover any source code or the architectural framework for any software within or associated with the Service; or (iv) access the Service for purposes of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any products or services offered by GreenLight. GreenLight reserves all rights not expressly granted to you.
(c) The GREENLIGHT MEDICAL names and logos are trademarks of GreenLight (“GreenLight Marks”). The absence of any name, logo or other trademark from this list does not constitute a waiver of any intellectual property rights that GreenLight may have established in such name, logo or trademark. You agree not to display or use in any manner any GreenLight Mark without GreenLight’s prior written consent.
7. USER CONDUCT
In connection with your access to or use of the Service, you shall not:
(a) upload, post, email, transmit or otherwise make available any Content that: (i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or otherwise objectionable; (ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement); (iii) infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; or (v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware;
(b) impersonate any person or entity, including, but not limited to, GreenLight personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;
(c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
(d) act in a manner that negatively affects the ability of other users to access or use the Service;
(e) take any action that imposes an unreasonable or disproportionately heavy load on the Service or its infrastructure;
(f) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(g) use spiders, crawlers, robots or any other similar means to access the Service or substantially download, reproduce or archive any portion of the Service;
(h) sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Service, including, but not limited to, your user account and password; or
(i) violate any applicable local, state, provincial, federal, national or international law or regulation.
If you elect to provide or make available to GreenLight any suggestions, comments, ideas, improvements or other feedback relating to the Service (“Suggestions”), GreenLight shall be free to use, disclose, reproduce, have made, modify, license, transfer and otherwise utilize and distribute your Suggestion in any manner, without credit or compensation to you.
9. DEALINGS WITH ADVERTISERS AND OTHER THIRD PARTIES
Your voluntarily initiated dealings with advertisers and other third parties who market, sell, buy or offer to sell or buy any goods or services on the Service, including payment for or delivery of such goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the advertiser or other third party. You agree that GreenLight shall not be liable for any loss or damage of any kind incurred as a result of any such dealings.
10. LINKS AND EXTERNAL MATERIALS
The content of the Site, including without limitation, text, copy, audio, video, photographs, illustrations, graphics, and other visuals, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment or recommendations of any kind. GreenLight does not recommend or endorse any specific tests, physicians, products, procedures, opinions or other information appearing on the site, whether provided by GreenLight, its content providers, its clients, or others, is solely at your own risk.
11. MODIFICATIONS TO THE SERVICE
GreenLight reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any portion thereof) with or without notice. You agree that GreenLight shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service (or any portion thereof).
12. TERMINATION AND SURVIVAL
In the event that you violate the TOU, all rights granted to you under the TOU shall be terminated immediately, with or without notice, and GreenLight, in its sole discretion, may remove and discard Your Content. The provisions of the TOU that should by their nature survive termination of the TOU shall survive such termination.
You agree to indemnify and hold GreenLight and its parents, subsidiaries, affiliates, officers, directors, employees, agents, mandataries, partners and licensors (collectively, “GreenLight Parties”) harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys' fees, (collectively, "Losses") resulting from or arising out of your: (a) access to or use of the Service; (b) violation of the TOU or any law or regulation; or (c) violation of any rights of another party, provided that GreenLight shall be expressly liable for any Losses incurred by You directly related to its own negligence or misconduct in the provision or operation of the Service.
14. DISCLAIMER OF WARRANTIES
(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GREENLIGHT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT, NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) GREENLIGHT PARTIES MAKE NO WARRANTY AND PROVIDE NO CONDITIONS THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
15. LIMITATION OF LIABILITY
(a) YOU ACKNOWLEDGE AND AGREE THAT GREENLIGHT PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF GREENLIGHT PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL GREENLIGHT’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE TOU OR YOUR ACCESS TO OR USE OF THE SERVICE EXCEED THE GREATER OF US$50 OR THE AMOUNT (IF ANY) PAID BY YOU TO GREENLIGHT FOR ACCESS TO OR USE OF THE SERVICE IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH ANY SUCH CLAIM AROSE.
(b) CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
16. GOVERNING LAW
The TOU shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Tennessee, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the TOU.
17. BINDING ARBITRATION AND CLASS ACTION WAIVER
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE TOU OR YOUR ACCESS TO OR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THE TOU, SHALL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
The arbitration will be conducted by the American Arbitration Association (AAA) under its then-applicable rules, including (as appropriate) its Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at http://www.adr.org. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.
The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that the hearing will be conducted in the County and State of Davidson County, Tennessee or the city within the United States in which you reside. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS RELATING IN ANY WAY TO THE TOU OR YOUR ACCESS TO OR USE OF THE SERVICE WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TENNESSEE OR, IF FEDERAL JURISDICTION IS NOT AVAILABLE, IN THE SUPREME COURT OF TENNESSEE.
YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH PROCEEDING.
Notwithstanding anything to the contrary, you and GreenLight may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect our intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth above.
18. NO THIRD-PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in the TOU or any end user license agreement for a Mobile App, there shall be no third-party beneficiaries to the TOU.
19. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
If you believe that your work has been made available through the Service in a way that constitutes copyright infringement, please provide GreenLight’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Service; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. GreenLight’s Agent for Notice of Copyright Claims can be reached as follows:
Agent for Notice of Copyright Claims:
GreenLight Medical, Inc.
2115 Yeaman Pl., Suite 210
Nashville, TN 37210
20. GENERAL PROVISIONS