Nuvodia Share Image Exchange Terms of Use

1. Definitions. The "Nuvodia Service" is the Nuvodia Share Image Exchange, Software as a Service Product operated by Nuvodia, LLC ("Nuvodia") consisting of information services and content provided by Nuvodia and other third parties. "Authorized User" means you, as the authorized user who establishes or accesses a connection ("Account") to the Nuvodia Service.

2. General.

1. These Terms of Use set forth the terms and conditions that apply to use of the Nuvodia Service by Authorized User. By using the Nuvodia Service, Authorized User agrees to comply with all of the terms and conditions hereof. The right to use the Nuvodia Service is personal to Authorized User and is not transferable to any other person or entity. Authorized User is responsible for all use of Authorized User's Account (under any screen name or password) and for ensuring that all use of Authorized User's Account complies fully with the provisions of these Terms of Use. Authorized User shall be responsible for protecting the confidentiality of Authorized User's password(s), if any.
2. Nuvodia shall have the right at any time to change or discontinue any aspect or feature of the Nuvodia Service, including, but not limited to, content, hours of availability, and equipment needed for access or use.

3. Changed Terms. Nuvodia shall have the right at any time to change or modify the terms and conditions applicable to Authorized User's use of the Nuvodia Service, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on the Nuvodia Service, or by electronic or conventional mail, or by any other means by which Authorized User obtains notice thereof. Any use of the Nuvodia Service by Authorized User after such notice shall be deemed to constitute acceptance by Authorized User of such changes, modifications or additions.

4. Authorized User Conduct.

1. Authorized User shall comply with the Health Insurance Portability and Accountability Act (“HIPAA”) when using or disclosing any Protected Health Information, as defined by HIPAA, via the Nuvodia Service. Authorized User acknowledges and agrees that Nuvodia is not responsible for Authorized User’s violation of HIPAA. Authorized User may not:
1. Seek to obtain, view, copy, alter, destroy, disclose or transmit (collectively, “Access”) any information, including Protected Health information, unless he or she has been duly authorized to do so in the course of his or her duties for or on behalf of the Subscriber; and
2. Access Protected Health Information for individuals with which the Subscriber does not have a relationship for purposes of treatment, payment or healthcare operations, even where Authorized User has been authorized by the Subscriber to Access Protected Health Information as a general matter.
2. Authorized User shall use the Nuvodia Service for lawful purposes only. Authorized User shall not post or transmit through the Nuvodia Service any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Nuvodia's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by an Authorized User that in Nuvodia's discretion restricts or inhibits any other Authorized User from using or enjoying the Nuvodia Service will not be permitted. Authorized User shall not use the Nuvodia Service to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with the Nuvodia Service.
3. The Nuvodia Service contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Nuvodia Service are copyrighted as a collective work under the United States copyright laws. Nuvodia owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Authorized User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Nuvodia and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made.
4. Authorized User shall not upload, post or otherwise make available on the Nuvodia Service any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with Authorized User. Authorized User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission.
5. The foregoing provisions of Section 4 are for the benefit of Nuvodia, its subsidiaries, affiliates and its third-party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.

5. Disclaimer of Warranty; Limitation of Liability.

1. AUTHORIZED USER EXPRESSLY AGREES THAT USE OF THE NUVODIA SERVICE IS AT AUTHORIZED USER'S SOLE RISK. NEITHER NUVODIA, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE NUVODIA SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; COMPLIANT WITH LAW; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE NUVODIA SERVICE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE NUVODIA SERVICE.
2. THE USE OF THE NUVODIA SERVICE FOR COMMUNICATIONS OR TRANSACTIONS CONCERNING OR SUPPORTING PATIENT DIAGNOSIS, TREATMENT OR CARE IN AN EMERGENCY OR OTHER URGENT SITUATION IS ENTIRELY AT AUTHORIZED USER’S OWN RISK AND REQUIRES THE USE OF APPROPRIATE PROFESSIONAL JUDGMENT.
3. THE NUVODIA SERVICE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
4. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. AUTHORIZED USER SPECIFICALLY ACKNOWLEDGES THAT NUVODIA IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER AUTHORIZED USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH AUTHORIZED USER.
5. IN NO EVENT WILL NUVODIA, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE NUVODIA SERVICE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE NUVODIA SERVICE. AUTHORIZED USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE NUVODIA SERVICE.

6. Monitoring. Nuvodia shall have the right, but not the obligation, to monitor the content of the Nuvodia Service, to determine compliance with these Terms of Use and any operating rules established by Nuvodia and to satisfy any law, regulation or authorized government request. Nuvodia shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on the Nuvodia Service. Without limiting the foregoing, Nuvodia shall have the right to remove any material that Nuvodia, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

7. Indemnification. Authorized User agrees to defend, indemnify and hold harmless Nuvodia, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of the Nuvodia Service by Authorized User or Authorized User's Account.

8. Termination. Nuvodia shall have the right to immediately terminate or suspend Authorized User's Account in the event of any conduct by Authorized User which Nuvodia, in its sole discretion, considers to be unacceptable, or in the event of any breach by Authorized User of these Terms of Use. The provisions of Sections 4(B), 4(C), 4(D), 5, 7, 9 and this Section 8 shall survive termination of these Terms of Use.

9. Trademarks. Nuvodia, LLC, the Nuvodia Service, Nuvodia and each of their logos are trademarks of Nuvodia, LLC. All rights reserved. All other trademarks appearing on the Nuvodia Service are the property of their respective owners.

10. Third Party Content. Nuvodia is a distributor (and not a publisher) of content supplied by third parties and Authorized Users. Accordingly, Nuvodia has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Authorized Users or any other user of the Nuvodia Service, are those of the respective author(s) or distributor(s) and not of Nuvodia. Neither Nuvodia nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to Section 5 above for the complete provisions governing limitation of liabilities and disclaimers of warranty.) In many instances, the content available through the Nuvodia Service represents the opinions and judgments of the respective information provider, Authorized User, or other user not under contract with Nuvodia. Nuvodia neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on the Nuvodia Service by anyone other than authorized Nuvodia employee spokespersons while acting in their official capacities. Under no circumstances will Nuvodia be liable for any loss or damage caused by an Authorized User's reliance on information obtained through the Nuvodia Service. It is the responsibility of Authorized User to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Nuvodia Service. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT. THE INFORMATION PROVIDED IS NOT INTENDED TO REPLACE OBTAINING MEDICAL EVALUATIONS AND HEALTH-CARE ADVICE FROM QUALIFIED HEALTHCARE PROFESSIONALS. REFERENCE TO SPECIFIC PRODUCTS, PROCESSES OR SERVICES DOES NOT CONSTITUTE OR IMPLY RECOMMENDATION OR ENDORSEMENT BY NUVODIA.

11. Miscellaneous. These Terms of Use and any operating rules for the Nuvodia Service established by Nuvodia constitute the entire agreement between Authorized User and Nuvodia with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. These Terms of Use shall be construed in accordance with the laws of the State of Washington, without regard to its conflict of laws rules. The venue for any dispute under these Terms of Use shall be Spokane County, Washington. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.