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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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Copyright © 2002 Medibuy, Inc. All rights reserved.

 
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