TERMS OF USE

Any individual who establishes an account via the Website, establishes a Case Record or who otherwise uses the Platform is a “User” under these Terms of Use. Any individual who utilizes a User's Casect account to access a Case Record, the Website, the Platform or any link or feature found therein is a “User” under these Terms of Use. User represents and warrants that they are at least eighteen years of age and that they possess the legal right and ability to: (i) enter into these Terms of Use; (ii) register for the Platform under their own name; (iii) use the Platform in accordance with these Terms of Use; and (iv) abide by the obligations contained in these Terms of Use.

Any physician, nurse practitioner, physician assistant, medical group or any other health care provider may utilize the Platform and establish a Case Record. Where permitted by applicable state and federal law, a User may authorize certain of their staff members or other physicians and health care professionals to access or use the Case Record or otherwise use the Platform on their behalf. An authorized person may, therefore, have access to a subscriber's Case Record and may input data and respond to messages on behalf of a User.

These Terms of Use may be modified by Casect at any time, and such modification shall be effective immediately upon the first to occur of: (i) the posting of the modified Terms of Use on the Website together with an announcement that the Terms of Use have been modified; or (ii) notification of User in accordance with the notice provisions hereunder. User agrees to access the Website and review the Terms of Use periodically to ensure that User is aware of any such modifications. If any modification of these Terms of Use is unacceptable, a User must immediately terminate use of and access to the Platform. Continued access or use of the Platform, the Website, a Case Record or any products, services or content therein, by a User or subscriber after notice of the modification of the Terms of Use has been provided shall be deemed to constitute acceptance of any modified Terms of Use.

No Patient Relationship; No Medical Services. The use of the Platform to create Case Records by a User is strictly voluntary and shall not be deemed to create a business associate or patient relationship between User and Casect. Casect is not engaged in the practice of medicine and does not directly or indirectly practice medicine or dispense medical services as part of the Platform.

No Endorsement of User. Casect specifically disclaims any representation or warranty regarding the services provided by, or qualifications of, any User. Casect does not screen, perform background checks on, confirm the qualifications of, evaluate or endorse any User accessing the Platform, nor any individual authorized by a User to access or use the Platform on behalf of a User. User agrees to indemnify, defend and hold Casect harmless from and against any damage, suit, action, injury or expense incurred as a result of the use of the Platform by unlicensed or unauthorized individual.

No Medical Advice. No information or services provided by Casect as part of its Platform is intended to be comprehensive medical text, instructional text or provided for the purpose of medical diagnosis or treatment. The information provided on the Platform by Casect is for personal use and general educational and informational purposes only and should not be relied upon as a substitute for patient-specific medical diagnosis and treatment or healthcare consultation. Nothing in the Platform shall be construed, directly or indirectly, as the practice of medicine or dispensing of medical services by Casect.

No Representations for Third-Party or User Content. The information and services provided by User through the Platform are compiled from a variety of providers and third parties and Casect is not the author and is not responsible for such information and services under any theory of theory of liability or indemnity. Casect makes no warranty as to the completeness, accuracy, currency or reliability of any information or content published or contained on or via the Platform or Case Records. Casect makes no warranty as to the reliability, accuracy, timeliness, usefulness, adequacy, suitability, or completeness of the information in the Platform or Case Records. User is solely responsible for the use of the Platform and Case Records and for their provider-patient relationship with their patients. Casect bears no responsibility for any matters related to the foregoing.

THE PLATFORM IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW. CASECT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, LICENSORS, INFORMATION PROVIDERS AND SUPPLIERS HEREBY DISCLAIM AND EXCLUDE ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE PLATFORM. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THESE TERMS OF USE. CASECT MAKE NO WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE PLATFORM PROVIDED UNDER THESE TERMS OF USE. CASECT DOES NOT WARRANT THAT THE PLATFORM WILL SATISFY USER OR USER REQUIREMENTS OR ARE WITHOUT DEFECT OR ERROR. CASECT DOES NOT WARRANT AGAINST HUMAN OR MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA.

Assumption of Risk. User acknowledges that the use of Platform is at their sole risk, and they assume full responsibility for all risk associated therewith. User agrees to be responsible for implementing and maintaining adequate procedures and checkpoints to satisfy legal requirements for accuracy of data input and output.

As more fully detailed in the Privacy Policy and End User License Agreement, Casect will not disclose personal information (contact, health or financial) to third-parties other than as provided in those documents or as authorized by law. Casect further agrees to amend the End User License Agreement or these Terms of Use or adopt specific standards or agreements, if necessary and proper, to comply with any applicable federal, state and local laws, rules and regulations which may become effective governing the security, privacy or confidentiality of PHI, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996, as it may be amended (“HIPAA”), and any related regulations that may be promulgated from time to time.

Casect does not and cannot review all communications and materials posted or uploaded to the Platform and are not responsible for the content of these communications and materials. Casect cannot and does not warrant that the materials, communications or files available for downloading from this site will be free of infection by viruses, worms, Trojan horses or other codes that manifest contaminating or destructive properties.

Casect reserves the right to block or remove communications or materials uploaded to the Platform or contained in the Case Record that are objected to by a third party or Casect, in its sole and absolute discretion, determines to be:

• Abusive, libelous, defamatory, or obscene;
• Fraudulent, deceptive, or misleading;
• In violation of any law, including HIPAA and patient privacy laws or copyright, trademark, trade secret or other intellectual property laws;
• In violation of this Terms of Use;
• Potentially harmful to the business operations or prospects of Casect, if permitted by law; or
• Offensive or otherwise unacceptable.

Uploads, messages and any other communications on the Platform are subject to review, modification and deletion by Casect without notice to User.

Casect may withdraw, suspend or discontinue any functionality or feature of the Platform, in its sole and absolute discretion at any time without advance notice to User.

Casect, or its licensors, retains exclusive right, title and interest in and to the Platform and Casect Materials, and any other content, products, documentation, software or other materials contained therein, including but not limited to materials created pursuant to these Terms of Use, and any patent, copyright, trade secret, trademark, service mark or other intellectual property or proprietary rights in any of the foregoing (the "Casect Property"). Casect grants only those rights and licenses expressly provided for in this Terms of Use and does not thereby transfer any title or ownership interest in the Casect Property to User. User agrees not to remove or alter, or cause or allow to be removed or altered, any trademark, trade name, service mark, copyright notice or other proprietary rights notice or legend appearing in or on any of the Casect Property. Data entered by a User into the Case Record, which relates to any patient or case, shall be excluded from the Casect Property.

Casect expressly reserves the right to provide the same or similar services and products to other third parties who may or may not be competitors of User. User shall acquire no exclusive rights to any of the products or services offered in the Platform pursuant to these Terms of Use.

Redistribution, retransmission or publication of any Casect Property is strictly prohibited without the express written consent of Casect, except as otherwise permitted under these Terms of Use or required by applicable law.

These Terms of Use, together with the End User License Agreement, the Privacy Policy, and any Casect rules or policies referred to herein, represents the complete agreement between User and Casect concerning the subject matter hereof, and it replace all prior oral or written communications concerning such subject matter. If the terms of these Terms of Use conflict with the terms contained in the End User License Agreement, the terms in this End User License Agreement will control. If the terms of these Terms of Use conflict with the terms contained in the Privacy Policy, the terms of the Privacy Policy will control.

These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties. Any legal action or proceeding for any purpose concerning or related to these Terms of Use, the Platform shall be brought exclusively in a court of competent jurisdiction sitting in Orange County, New York. Users and User agree to submit to the personal jurisdiction of, and that venue is proper in state court in Orange County, New York.

In addition to the fees owed under the End User License Agreement, User is responsible to pay promptly all government taxes, duties, tariffs, levies and similar assessments or charges due or levied by reason of the sale of the Platform services to Customer, including without limitation any excise, use, sales, service or transfer taxes, but excluding taxes on Casect's net income.

Casect disclaims any responsibility or liability for copyrighted User Materials posted on the Platform. If a person believes that its work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below. In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), which provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law, Casect will respond promptly to notices of alleged infringement that are reported to Casect's Designated Copyright Agent, identified below.

If a person believes, in good faith, that materials posted on the Platform infringe that person's copyright, that person may send Casect a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must comply with the following requirements:

• Identify the copyrighted works that is claimed to have been infringed;
• Identify the material or link that is claimed to be infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Sites where such material may be found;
• Provide a mailing address, telephone number, and, if available, email address;
• Include both of the following statements in the body of the Notice: “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)”and “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
• Provide your full legal name and your electronic or physical signature; and
• Deliver this Notice, with all items completed, to our Copyright Agent at the Notice Address in the Privacy Policy.

If a User believes in good faith that a notice of copyright infringement has been wrongly filed against User, the DMCA permits you to send Casect a counter-notice.

Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Please review 17 U.S.C. Section 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.

User hereby acknowledges and agrees that in the event of a breach of these Terms of Use by User where a remedy at law would not be adequate, or money damages could not adequately be ascertained, that Casect shall be entitled, in addition to any other right or available remedy, to equitable relief in any court of competent jurisdiction, including, without limitation, an injunction restraining such breach or a threatened breach, and to specific performance of any such provision of these Terms of Use. No showing of any actual or potential damage and no bond or other security shall be required in connection therewith, and User hereby consents to the issuance of such injunction and to the ordering of such specific performance.

It is acknowledged that User's breach or threatened breach of these Terms and Conditions will cause Casect to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, User shall be liable to Casect for payment of liquidated damages in the amount of Ten Thousand Dollars ($10,000) for each breach of these Terms of Use without the need for proof of damages. Each separate act by User related to the breach will result in a separate liquidated damages penalty and any ongoing breach that lasts for seven (7) calendar days or longer shall result in a separate liquidated damages penalty for each seven (7) calendar day period. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty. Additionally, Casect shall be entitled to recover its reasonable attorneys' fees and costs from User, which result from the assertion of its rights to collect liquidated damages. At Casect's sole option, it may waive its right to liquidated damages in favor of actual damages, depending on the nature of the breach by User and whether it is able to compute and ascertain actual damages for any particular breach by User.

USER AGREES THAT CASECT SHALL HAVE NO LIABILITY TO USER FOR ANY DAMAGE, EXPENSE OR LOSS OF ANY KIND, UNDER ANY THEORY OF LIABILITY OR INDEMNITY, IN CONNECTION WITH OR ARISING FROM:

• ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY USER IN RELIANCE UPON CONTENT OR INFORMATION ON THE PLATFORM;
• SERVICE INTERRUPTIONS, DELAYS OR ERRORS;
• UNAVAILABILITY OR INACCURACY OF ANY CONTENT OR INFORMATION;
• COMPUTER VIRUSES, HACKER INTRUSION OR OTHER DIGITAL HAZARDS;
• DISPUTES RELATING TO TRANSACTIONS CONSUMMATED OVER THE PLATFORM WITH THIRD PARTIES;
• USER'S FAILURE TO PERFORM ANY OF ITS OBLIGATIONS OR MEET ANY OF ITS RESPONSIBILITIES UNDER THESE TERMS OF USE; OR
• ANY CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF CASECT, INCLUDING, WITHOUT LIMITATION, ANY DELAYS IN PROVIDING THE PLATFORM SERVICES.
• IN NO EVENT SHALL CASECT BE LIABLE TO USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR INTERRUPTION OF BUSINESS), REGARDLESS OF WHETHER CASECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.