Terms of Use


Last Revised: September 15, 2015

IMPORTANT-READ CAREFULLY! THESE TERMS OF USE CONTAIN VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU INCLUDING (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE WEBSITE.

1. OVERVIEW AND BINDING AGREEMENT

(a) These Terms of Use including any additional guidelines, policies or additional terms referenced herein, (collectively, the “Terms of Use”) constitute a binding contract between you and us that governs your use of the website available at www.imagingadvantage.com any other related pages, features, content, materials, applications, widgets, etc. (the “Website”) made available by us and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Website, the content and services provided by or through the Website, and the subject matter of these Terms of Use.

(b) BY VIEWING, ACCESSING OR OTHERWISE USING THE WEBSITE IN ANY MANNER YOU ACKNOWLEDGE, ACCEPT AND AGREE TO BE BOUND AND ABIDE BY ALL OF THE PROVISIONS OF THESE TERMS OF USE AND YOU REPRESENT TO US THAT YOU ARE LEGALLY COMPETENT TO ENTER INTO AND AGREE TO THESE TERMS OF USE. IF, UNLESS OTHERWISE NOTED IN THESE TERMS OF USE, YOUR REMEDY FOR ANY DISSATISFACTION IS TO STOP USING THE WEBSITE. YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE PRIOR TO REVIEWING THE WEBSITE AND ANY CONTENT THEREIN.

(c) YOU agree that your assent, given electronically, will have the same legal effect as if it had been personally signed by you. To the extent permitted by law, these Terms of use are intended to supersede any provisions of applicable law, which might otherwise limit their enforceability or effect, because they were entered into electronically. Please print a copy of these Terms of use for future reference.

(d) For purposes of these Terms of Use, “you”, “your” and “user” means you as the user of the Website. If you use the Website on behalf of a company, organization, physician network, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms of Use, and that you agree to these Terms of Use on the entity's behalf, and (c) your entity is legally and financially responsible for your use of the Website as well as for the use of your account by others affiliated with your entity, including any employees, agents or contractors.

(e) For purposes of these Terms of Use, “us,” or “we” or “our” means Imaging Advantage, LLC with offices located at 3805 East Bell Road, Suite 5500, Phoenix Arizona 85032.

(f) Please review the following carefully so that you understand the terms of these Terms of Use. These Terms of Use describe your responsibilities, IA’s liability and the liability of third parties related to the Website. All users of the Website must accept and comply with the terms and conditions set forth herein. Certain portions of the Website may be subject to additional terms and conditions specified by us from time to time; your use of the Website is subject to those additional terms and conditions.

2. YOUR OBLIGATIONS, YOUR REPRESENTATIONS AND WEBSITE AVAILABILITY

(a) General Obligations and Representations. You promise that: (i) you are of legal age to form a binding contract with us; (ii) you will use the Website only for lawful purposes and in accordance with these Terms of Use and not in any way that violates any applicable local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (iii) you will not use the Website for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (iv) you will not impersonate or attempt to impersonate us, any of our employees, another user or any other person or entity; (vi) you will not do anything that could disable, overburden, damage, or impair the Website or interfere with any person’s use of the Website; (vii) you will not use any robot, spider or other automatic device, process or means to access the Website for any unlawful purpose or in violation of these Terms of Use; (viii) use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent; (ix) you will not introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (x) you will not co-brand or frame the Website or hyper-link to the Website without our express prior written permission of our authorized representative; (xi) you will not use the Website to transmit, or procure the sending of, any advertising or promotional material (without our prior written consent), including any "junk mail", "chain letter" or "spam" or any other similar solicitation; (xii) you will not attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website; (xiii) you will not attack the Website via a denial-of-service attack or a distributed denial-of-service attack; and (xiv) you will not otherwise attempt to interfere with the proper working of the Website.

(b) Linking to Our Website and Social Media. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent. This Website may provide certain social media features that enable you to: (i) link from your own or certain third-party websites to certain content on this Website; (ii) send e-mails or other communications with certain content, or links to certain content, on this Website; or (iii) cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features.

(i) Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you.
Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
Link to any part of the Website other than the homepage.
Take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

(ii) You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

(iii) We may disable all or any social media features and any links at any time without notice in our discretion.

(c) Website Availability. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. You are responsible for: (i) making all arrangements necessary for you to have access to the Website, and (ii) ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

3. NO MEDICAL ADVICE

(a) We provide the Website for general informational purposes only. You acknowledge and agree that we are not providing medical or clinical or other professional services of any kind whatsoever. All medically related information, including but not limited to information shared through the Website’ email and text features and functionality, comes from independent healthcare professionals and organizations and is for information purposes only. ANY SUCH INFORMATION OR MATERIALS, WHETHER SUCH INFORMATION OR MATERIALS ARE PROVIDED BY OR THROUGH THE USE OF THE WEBSITE OR THROUGH ANY OTHER COMMUNICATIONS FROM US, IS NOT INTENDED AND IS NOT A SUBSTITUTE FOR, NOR DOES IT REPLACE, NOR SHOULD IT BE RELIED UPON AS PROFESSIONAL, CLINICAL OR MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT FROM A QUALIFIED LICENSED PROFESSIONAL IN YOUR STATE. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE PROVIDER AS A RESULT OF ANYTHING YOU MAY HAVE READ ON OR THROUGH THE WEBSITE. DO NOT USE THE WEBSITE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, CALL A HEALTH CARE PROFESSIONAL AND 911 IMMEDIATELY. YOUR USE OF ANY SUCH INFORMATION OR MATERIALS IS SOLELY AT YOUR OWN RISK AND WE ARE NOT LIABLE OR RESPONSIBLE FOR YOUR USE OR RELIANCE UPON ANY SUCH INFORMATION OR MATERIALS. NOTHING STATED OR POSTED ON OR AVAILABLE THROUGH THE WEBSITE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE OR OTHER PROFESSIONAL OR CLINICAL HEALTH CARE ADVICE, OR THE PROVISION OF MEDICAL CARE.

(b) We do not recommend or endorse any specific tests, healthcare providers, procedures, opinions, or other information that may appear through the Website. If you rely on any such information or materials provided through the Website, you do so solely at your own risk.

4. NO DOCTOR PATIENT RELATIONSHIP

(a) YOU AGREE THAT YOUR USE OF THE WEBSITE IN ANY MANNER DOES NOT AND NEVER WILL CREATE A LICENSED MEDICAL PROFESSIONAL-PATIENT OR ANY CLIENT-PATIENT OR DOCTOR-PATIENT RELATIONSHIP OR ANY OTHER PRIVILEGED OR CONFIDENTIAL CLIENT RELATIONSHIP BETWEEN YOU AND US. BE ADVISED THAT SENDING EMAIL OR OTHER CORRESPONDENCE TO US OR ANY OF OUR OFFICERS, AGENTS, EMPLOYEES, CONSULTANTS, OR CONTRACTORS WILL NOT CREATE SUCH A RELATIONSHIP. IN ADDITION, PLEASE BE ADVISED THAT ANY EMAIL OR OTHER CORRESPONDENCE YOU SEND TO US WILL BE HANDLED IN A MANNER CONSISTENT WITH THESE TERMS OF USE AND MAY NOT BE PRIVILEGED OR CONFIDENTIAL AND MAY BE DISCLOSED TO OTHER PERSONS. PLEASE DO NOT SEND ANY CONFIDENTIAL INFORMATION OR ANY INFORMATION THAT YOU WOULD EXPECT TO BE MAINTAINED IN CONFIDENCE OR TO BE TREATED OR HANDLED IN A MANNER INCONSISTENT WITH THESE TERMS OF USE. IF YOU COMMUNICATE WITH US BY EMAIL, OR ANY OTHER ELECTRONIC MANNER, YOU SHOULD NOTE THAT THE SECURITY OF THE INTERNET IS UNCERTAIN. BY SENDING ELECTRONIC MESSAGES, YOU ACCEPT THE RISKS OF SUCH UNCERTAINTY AND POSSIBLE LACK OF CONFIDENTIALITY.

5. NO MEDICAL DEVICE

(a) The Website do not fall within the criteria of a medical device pursuant to Section 201(h) of the Federal Food, Drug and Cosmetic Act because they are not intended in any way to diagnose, treat or cure conditions or diseases. Any medical content, services, information, advice or materials of any kind accessed through the Website is for general information or reference purposes only and shall not be relied upon or replace any professional, clinical or medical advice or judgment provided by a physician or other health care professional. The Website do not address all possible uses, actions, precautions, side effects, or interactions of drugs, nor do they provide comprehensive information concerning any particular disease or medical condition.

6. IMPORTANT INFORMATION ON HEALTHCARE PROVIDERS/PHYSICIANS

(a) We use reasonable efforts to verify that participating healthcare providers and/or physicians whose services are offered through the Website hold active licenses and/or certifications required by law to practice the type of services offered by them and are not excluded from participation in the Medicare and Medicaid programs. We may but are not obligated to exclude healthcare providers and/or physicians who in our sole discretion have engaged in unprofessional, inappropriate or objectionable conduct. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR CHOOSING YOUR OWN HEALTHCARE PROVIDER. WE HAVE NO CONTROL OVER, AND CANNOT GUARANTEE THE AVAILABILITY OF ANY HEALTHCARE PROVIDER INCLUDING BUT NOT LIMITED TO TIME AVAILABLITY, TREATMENT, TESTS OR OTHER SERVICES. WE WILL NOT BE RESPONSIBLE OR LIABLE FOR CANCELLED OR UNFULFILLED APPOINTMENTS OR SERVICES, OR ANY INJURY OR LIABILITY RESULTING THEREFROM, OR FOR ANY OTHER INJURY OR LIABILITY RESULTING OR ARISING FROM OR OTHERWISE RELATED TO THE USE OF THE WEBSITE WHATSOEVER. You are strongly advised to perform your own investigation of available or referenced healthcare provider(s) prior to selecting a healthcare provider through the Website by making confirmation telephone calls to the appropriate licensing or certification authorities to verify listed credentials and education, and to further verify information about a particular healthcare provider by confirming such information with that healthcare provider’s office, your current healthcare provider(s), the relevant/applicable medical association(s) governing the provider’s specialty and your state medical board(s).

7. PRIVACY POLICY

(a) Our privacy practices in operating the Website are described in our Privacy Policy located at www.imagingadvantage.com/privacy (“Privacy Policy”). Your submission of personal information is governed by our Privacy Policy. Your use of the Website constitutes your consent to the Privacy Policy. If you do not agree with our Privacy Policy then do not use the Website. Please review the Privacy Policy to learn about:

  1. what information we may collect about you;
  2. what we use that information for;
  3. what third-party information, if any, you are agreeing to share by using the Website; and
  4. with whom we share that information.

8. INTELLECTUAL PROPERTY AND OTHER RIGHTS

(a) The Website and the entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) therein are owned by us, our licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights, laws, rules and regulations. These Terms of Use permit you to use the Website for your non-commercial use only. NO RIGHT, TITLE OR INTEREST IN OR TO THE WEBSITE OR ANY CONTENT ON THE WEBSITE IS TRANSFERRED TO YOU, AND ALL RIGHTS NOT EXPRESSLY GRANTED, ARE RESERVED BY US.

(b) You acknowledge and agree that you will not reproduce, distribute, re-distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, assign, transfer, sub-license, sale, offer for sale, decompile, disassemble, reverse compile, reverse assemble, reverse translate, reverse engineer (any part of the Website, any updates, or any part thereof except as and only to the extent any such restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Website, if any), use any means to discover the source code of any portion of the Website, circumvent any functionality that controls access to or otherwise protects the Website or to otherwise store or transmit any of the material on the Website, except as follows: (i) You may store files that are automatically cached by your Web browser for display purposes only; (ii) if we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by an applicable end user license agreement for such applications; and (iii) if we provide social media features at any time, you may take such actions as are enabled by such features.

(c) You may not: (i) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; or (ii) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website; or (iii) access or use for any commercial purposes any part of the Website or any services or materials available through or referenced in the Website.

(d) Our name, logo, and all related names, logos, product and service names, designs and slogans, are our trademarks, trade names or service marks (“marks”) or marks of our affiliates or licensors. You may not use such marks without our prior express written permission. All other names, logos, product and service names, designs and slogans on the Website are the trademarks of their respective owners.

(e) Any and all (i) suggestions for correction, change and modification to the Website and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to us by you (collectively “Feedback”), and all (ii) improvements, updates, modifications or enhancements, whether made, created or developed by us or otherwise relating to the Website (collectively, “Revisions”), are and will remain our property. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Website or in any such Feedback or Revisions. All Feedback and Revisions become our sole and exclusive property and we may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to us any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions. At our request, you will execute any document, registration or filing required to give effect to the foregoing assignment.

(f) If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

9. EDITING, DELETING AND MODIFICATION

(a) We may modify these Terms of Use and any service or material we provide on the Website at any time in our sole discretion without notice. Modifications become effective immediately upon your first access to or use of the Website after the “Last Revised” date at the top of these Terms of Use. If we make changes that are material, we may use commercially reasonable efforts to attempt to notify you, including by email or placing a prominent notice on the first or main page of the Website. It is your sole responsibility, however, to review the Terms of Use from time to time to view any such changes. Your continued access or use of the Website after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms of Use. If you do not agree with the modifications to the Terms of Use, then please do not access or use the Website. Additionally, we reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Website. Any changes, however, to the Arbitration and Class Action Waiver, the dispute resolution provisions set forth in Governing Law and Jurisdiction and the Limitations of Liability will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Website.

10. INDEMNIFICATION, DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY

(a) Indemnification. You shall defend, indemnify and hold us harmless including our employees, contractors, agents, officers, directors, parent company, other affiliated companies, affiliates, suppliers, successors and assigns from and against any and all liabilities, claims, demands and expenses, including reasonable attorney’s fees, that arise from or are otherwise related to (a) the performance of your obligations under these Terms of Use, (b) your access to and use of the Website, (c) any breaches of these Terms of Use by you or anyone acting on your behalf or anyone using your credentials to access the Website or any functionality therein contained, (d) the violation of any intellectual property or other right of any person or entity by you or anyone acting on your behalf or anyone using your credentials to access the Website, except to the extent such claims are based on our gross negligent or willful misconduct.

(b) Disclaimers of Warranties.

(i) YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR INTERACTIONS WITH OTHER USERS THEREOF. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (i) USE OF THE WEBSITE AND THE INFORMATION PROVIDED THEREON IS MADE AVAILABLE SOLELY FOR GENERAL INFORMATION PURPOSES (ii) USE OF THE WEBSITE AND ANY INFORMATION PROVIDED OR MADE AVAILABLE THEREIN IS AT YOUR SOLE RISK AND (iii) THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY MATERIALS, THIRD PARTY SOFTWARE OR SERVICES) ARE PROVIDED TO YOU ON AN "AS IS" AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE WEBSITE (INCLUDING THE USE, PERFORMANCE AND SUPPORT THEREOF), EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTERFERENCE WITH ENJOYMENT, COMPLETENESS, INTEGRATION, FREEDOM FROM DEFECTS OR DISABLING DEVICES, UNINTERRUPTED USE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT (I) THE WEBSITE WILL MEET YOUR REQUIREMENTS, (II) OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (III) THAT THE WEBSITE WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE, OR (IV) DEFECTS IN THE WEBSITE WILL BE CORRECTED. ANY ORAL OR WRITTEN ADVICE PROVIDED BY US OR ANY OF OUR AUTHORIZED AGENTS WILL NOT BE DEEMED TO CREATE ANY WARRANTY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR ANY OF OUR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

(ii) GEOGRAPHIC RESTRICTIONS. THE OWNER OF THE WEBSITE IS BASED IN THE UNITED STATES. WE PROVIDE THIS WEBSITE FOR USE ONLY BY PERSONS LOCATED IN THE UNITED STATES. WE MAKE NO CLAIMS THAT THE WEBSITE OR ANY OF ITS CONTENT IS ACCESSIBLE OR APPROPRIATE OUTSIDE OF THE UNITED STATES. ACCESS TO THE WEBSITE MAY NOT BE LEGAL BY CERTAIN PERSONS OR IN CERTAIN COUNTRIES. IF YOU ACCESS THE WEBSITE FROM OUTSIDE THE UNITED STATES, YOU DO SO ON YOUR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH FOREIGN, STATE AND LOCAL LAWS, RULES AND REGULATIONS.

(iii) You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

(c) Limitations of Liability.

(i) TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE (I) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE WEBSITE), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OF USE OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE WEBSITE OR THESE TERMS OF USE AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (II) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR THE DELIVERY, USE OR PERFORMANCE OF THE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. OUR TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF EITHER (i) THE SUM OF THE AMOUNTS PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY OR (ii) THE AMOUNT OF FIFTY U.S. DOLLARS ($50.00 USD). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

(ii) You agree that the above limitations of liability together with the other provisions in these Terms of Use that limit liability are essential terms of these Terms of Use and that we would not be willing to grant you the rights set forth in these Terms of Use but for your agreement to the above limitations of liability; you are agreeing to these limitations of liability to induce us to grant you the rights set forth in these Terms of Use.

11. NOTICE OF INFRINGEMENT – DMCA POLICY

(a) Anyone who believes that his or her work has been reproduced in the Website (excluding Third Party Materials, as defined in Section 12 below, to which such notice should be directed at the third party) in a manner which constitutes copyright infringement may submit a notification to our copyright agent in accordance with the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:

(i) identification of the copyrighted work that is claimed to be infringed;

(ii) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;

(iii) information for our copyright agent to contact you, such as an address, telephone number, and, if available, e-mail address;

(iv) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;

(v) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and

(vi) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

(b) If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, “trademark”) by notating this in your written notice. You acknowledge that if you fail to comply with all of the requirements for a notice of infringement as specified above, your DMCA notice may not be valid.

(c) Notices of copyright infringement claims should be sent by mail to our “Copyright Agent” as follows: Imagining Advantage, Attn: Byron Vance, 3805 East Bell Road, Suite 5500, Phoenix, Arizona 85032; or by email to byron.vance@imagingadvantage.com. We will respond promptly to claims of copyright infringement using the Website that are reported to our copyright agent in the notification explained above. It is our policy, in appropriate circumstances and at its discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.

(d) If you believe that your content that was removed (or to which access was disabled) after we received a notice of copyright infringement is not actually infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your content, you may send a counter-notice containing the following information to our Copyright Agent: (1) your physical or electronic signature (with your full legal name); (2) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (3) a statement that you have a good faith belief, under penalty of perjury, that the content was removed or disabled as a result of mistake or a misidentification of the content; and (4) your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided the original notification of the alleged infringement.

(e) If a counter-notice is received by our Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it. Unless the original complaining party files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) or more after receipt of the counter-notice, at our sole discretion.

(f) Please understand that filing a counter-notification may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country if you make a false or bad faith allegation by using this process.

(g) Further information on the DMCA can be found in 17 U.S.C. 512 or on the United States Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf.

12. THIRD PARTY SERVICES AND MATERIALS (INCLUDING DISCLAIMERS)

(a) The Website may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. Third Party Materials also include links contained in advertisements, including banner advertisements and sponsored links. By using the Website, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright or other intellectual property compliance (i.e., whether such content potentially or actually infringes or misappropriates any other party’s rights therein or otherwise violates any laws, rules or regulations worldwide), legality, decency, quality or any other aspect of such Third Party Materials or web sites.

(b) In addition to and without diminishing or otherwise impacting the disclaimers contained in Section 10(b) above:

(i) WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, OF THE ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THE INFORMATION PROVIDED BY THIRD PARTIES IN THIRD PARTY MATERIALS. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY INFORMATION FOUND ON A LINK LOCATED IN THE WEBSITE THAT ALLOWS USERS TO ACCESS INFORMATION FOUND ON ANOTHER WEB SITE.

(ii) WE DO NOT WARRANT THE EXISTENCE OR FUNCTIONALITY OF ANY WEB SITE WHICH CAN BE ACCESSED THROUGH A LINK LOCATED THROUGH THE WEBSITE AND WE DO NOT ENDORSE AND DO NOT ASSUME AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY THIRD-PARTY SERVICES, THIRD PARTY MATERIALS OR WEB SITES, OR FOR ANY OTHER MATERIALS, PRODUCTS, OR SERVICES OF THIRD PARTIES. THIRD PARTY MATERIALS AND LINKS TO OTHER WEB SITES ARE PROVIDED SOLELY AS A CONVENIENCE TO YOU.

(iii) FOR THIRD PARTY SERVICES AND THIRD PARTY MATERIALS THAT MAY BE ACCESSED FROM, DISPLAYED ON OR LINKED TO THE WEBSITE, THESE ARE NOT AVAILABLE IN ALL LANGUAGES OR IN ALL COUNTRIES. WE MAKE NO REPRESENTATION OR WARRANTY, ACCEPT NO RESPONSIBILITY OR LIABILITY FOR AND FULLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS APPLICABLE THERETO TO THE FULLEST EXTENT OF APPLICABLE LAW AS MORE FULLY DETAILED IN SECTION 9(b) ABOVE, FOR ANY OF THE CONTENT OR RESOURCES AVAILABLE OR ACCESSIBLE THEREIN OR THAT ANY THIRD PARTY SERVICES AND THIRD PARTY MATERIALS ARE APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR LOCATION. TO THE EXTENT YOU CHOOSE TO ACCESS SUCH SERVICES OR THIRD PARTY MATERIALS, YOU DO SO AT YOUR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH ANY APPLICABLE LAWS, INCLUDING BUT NOT LIMITED TO APPLICABLE FEDERAL, STATE, FOREIGN OR LOCAL LAWS, RULES OR REGULATIONS.

13. ARBITRATION AND CLASS ACTION WAIVER

THIS SECTION INCLUDES A MANDATORY BINDING ARBITRATION AGREEMENT AND AN AGREEMENT THAT ALL CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY (AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING). PLEASE READ IT CAREFULLY.

(a) Informal Process First. You agree that in the event of any dispute between you and us, you will first contact us and make a good faith sustained effort to resolve the dispute through informal discussions before resorting to more formal means of resolution, including without limitation any court action.

(b) Arbitration Agreement. After the informal dispute resolution process any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Website and any of our services and/or products, or relating in any way to the communications between you and us or any other user of the Website, will be finally resolved by binding arbitration. This mandatory and binding arbitration agreement applies equally to you and us. This arbitration agreement, however, does not (a) govern any Claim by us for infringement of our intellectual property or access to the Website that is unauthorized or exceeds authorization granted in these Terms of Use or (b) bar you from making use of applicable small claims court procedures in appropriate cases.

(c) Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolve by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and us are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of these Terms of Use.

(d) If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to Imaging Advantage, Attn: General Counsel’s Office, 3805 East Bell Road, Suite 5500, Phoenix, Arizona 85032. The arbitration will be administered by the American Arbitration Association (“AAA”) under its rules including, if you are an individual, the AAA's Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Website on behalf of an entity, the AAA's Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879.

(e) The number of arbitrators will be one. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. Delaware law will apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

(f) Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. If you are an individual and have not accessed or used the Service on behalf of an entity, we will reimburse those fees for Claims totaling less than Ten Thousand U.S. Dollars ($10,000.00 UDS), unless the arbitrator determines the Claims are frivolous, and we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

(g) The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any Claim that all or any part of this arbitration agreement is void or voidable. The preceding sentence, however, will not apply to the “Class Action Waiver” section below.

CLASS ACTION WAIVER

ANY CLAIM MUST BE BROUGHT IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING (“CLASS ACTION”). THE PARTIES EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN ANY CLASS ACTION IN ANY FORUM. IF THE CLAIM IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE AUTHORITY TO COMBINE OR AGGREGATE SIMILAR CLAIMS OR CONDUCT ANY CLASS ACTION NOR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. ANY CLAIM THAT ALL OR PART OF THIS CLASS ACTION WAIVER IS UNENFORCEABLE, UNCONSCIONABLE, VOID, OR VOIDABLE MAY BE DETERMINED ONLY BY A COURT OF COMPETENT JURISDICTION AND NOT BY AN ARBITRATOR. THE PARTIES UNDERSTAND THAT ANY RIGHT TO LITIGATE IN COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, OR TO BE A PARTY TO A CLASS OR REPRESENTATIVE ACTION, IS WAIVED, AND THAT ANY CLAIMS MUST BE DECIDED INDIVIDUALLY, THROUGH ARBITRATION.

(h) If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and we each waive any right to a jury trial.

14. GENERAL PROVISIONS

(a) Termination. If you breach or threaten to breach any of the terms of these Terms of Use, all rights granted by us, including permission to use the Website, will terminate automatically. All sections which by their nature should survive the termination of these Terms of Use shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms of Use by us or you. Termination will not limit any of our other rights or remedies at law or in equity.

(b) Export Laws. You agree that you will not export or re-export, directly or indirectly the Website and/or other information, content or materials provided by us hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Website may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country or has been designated under any other applicable Non-U.S. export or trade laws, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other applicable similar Non-U.S. lists. By using the Website, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law or any other applicable Non-U.S. law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons. You are responsible for and hereby agree to comply at your sole expense with all applicable local, state, federal, national or foreign export laws and regulations.

(c) U.S. Government Restricted Rights. The Website and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

(d) Taxes. You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with these Terms of Use by any authority.

(e) Injunctive Relief. You agree that a breach or threatened breach of these Terms of Use will cause irreparable injury to us for which monetary damages would not be an adequate remedy and we shall be entitled to equitable relief in addition to any other remedies we may have hereunder or at law without a bond, other security or proof of damages and you agree not to contest the same.

(f) Governing Law and Jurisdiction.

(i) All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

(ii) Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in the County of Newcastle although we retain the right at our sole discretion to bring any suit, action or proceeding against you for breach of these Terms of Use in your county (in the case of international disputes in your country) of residence or any other relevant county (or country). You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

(g) General Items.

(i) These Terms of Use may not be modified except by us as identified in Section 9 above. No other act, document, usage or custom will be deemed to modify or amend these Terms of Use.

(ii) These Terms of Use and the rights granted hereunder may be assigned or otherwise delegated by us but will not be assigned by you without the prior express written consent of us. Any assignment or delegation in violation hereof is void. These Terms of Use will bind and inure to the benefit of each party’s successors and permitted assigns.

(iii) It is expressly understood that in the event either party on any occasion fails to perform any term hereof and the other party does not enforce that term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion.

(iv) Nothing contained in these Terms of Use will be deemed to constitute either party as the agent or representative of the other party or both parties as joint venturers or partners for any purpose.

(v) In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms of Use due to any cause beyond the reasonable control of the party invoking this provision, the affected party's performance will be extended for the period of delay or inability to perform due to such occurrence.

(vi) The headings and captions contained herein will not be considered to be part of the Terms of Use but are for convenience only.

(vii) You and we agree that the Uniform Commercial Code, the Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms of Use. The AAA Rules and the laws of Delaware, excluding their respect conflicts of law rules, govern these Terms of Use and your use of the Website. Your use of the Website may also be subject to other local, state, national, or international laws.

(viii) These Terms of Use sets forth the entire understanding of the parties with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein.

(ix) Except as otherwise expressly provided in these Terms of Use, all remedies provided for shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise (no election of remedies).

(x) No person or entity not a party to these Terms of Use will be deemed to be a third party beneficiary of these Terms of Use or any provision hereof.

(xi) If any provision of these Terms of Use is declared void or unenforceable the remainder of these Terms of Use shall remain in full force and effect to the extent permitted by law. Any invalid or unenforceable provisions will be interpreted to achieve the effect and intent of the original provision. If such construction is not possible, the invalid or unenforceable provision will be severed from these Terms of Use and the remainder will remain in full force and effect.

(h) Contact Us. You may contact us regarding the Website or these Terms of Use by email at info@imagingadvantage.com.

(i) Legal Notices. Legal notices may be sent to Imaging Advantage, Attn: General Counsel’s Office, 3805 East Bell Road, Phoenix, Suite 5500, Arizona 85032 and by email to legal@imagingadvantage.com. Notices to you may be sent to the email address supplied by you. Typically, we may broadcast notices or messages through the Website to inform you of changes to the Website or other matters of importance, and such broadcasts shall constitute notice to you to the extent permitted by applicable law. Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication (a) on the delivery date if delivered personally to the party; (b) two (2) business days after deposit with a commercial overnight carrier, with written verification of receipt; (c) five (5) business days after the mailing date, if sent by mail, return receipt requested; (d) on the delivery date if transmitted by email; or within three (3) days after we posts a notice on the Service.

(j) Entire Agreement. The Terms of Use, our Privacy Policy, and any other referenced policies, procedures or other documentation constitute the sole and entire agreement between you and us with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.