MEDEPLOY TERMS AND CONDITIONS OF SERVICE
Last updated: August 24, 2008

The Services

MeDeploy’s ("MeDeploy", "we" or "us") services (“Services”) permit users to manage the distribution and sale of film and video content. MeDeploy's solution includes marketing tools, rights management, storage and download capabilities and other features, content or applications offered from time to time by us. MeDeploy expressly reserves the right to add or drop any features, capabilities, solutions, content or application to or from the Services. The Services are hosted in the United States.

Your Acceptance

By visiting this website (the “MeDeploy Website,” or “Website”) and/or using or accessing the Services, YOU SIGNIFY YOUR ASSENT TO BOTH THESE TERMS AND CONDITIONS (the “Terms and Conditions”) AND THE TERMS AND CONDITIONS OF MeDeploy's PRIVACY POLICY WHICH ARE PUBLISHED AT http://www.medeploy.com/corp/privacy/, AND WHICH ARE INCORPORATED HEREIN BY REFERENCE AND EXPRESSLY MADE A PART HEREOF. These Terms and Conditions govern your use of the Website and the Services, including any software that MeDeploy makes available to users of the Service (the “Software”). MeDeploy expressly reserves the right to modify these terms and conditions from time to time. Each time you use the MeDeploy Website or access Services, the current version of these Terms and Conditions will apply. Accordingly, when you use the MeDeploy Website, you should check the date of the Terms and Conditions (which appears at the top) and review any changes since the last version. These Terms and Conditions apply to all users of the MeDeploy Website, Services or Software, including users who are also contributors of video content, information, and other materials or services on the Website. If you do not agree to any of these terms, then please do not use the MeDeploy Website, Services or Software.

If you are entering into this Agreement on behalf of a client or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement, in which case the terms “you” or “your” shall refer to such entity.

If you are entering into this Agreement on behalf of a client or other legal entity, you may only designate users within such legal entity who agree to be bound by this Agreement as authorized Users on such legal entity’s behalf.

You may access the Services solely for your internal purposes and you may not resell or otherwise distribute the Services without the advance written permission of MeDeploy.

Your Conduct and Responsibilities

You hereby agree to the following with regard to your use of the MeDepoloy Website, Services or Software:

• You shall provide accurate, true and current information as prompted during the registration process and shall maintain and update such information to keep it accurate, true and current at all times.
• You shall be solely responsible for all activity associated with your account, including, without limitation, any posted film, text, links, video clips, photos, other media content and comments regardless of whether or not you are the person posting such content or comments (collectively, the “Content”).
• You represent and warrant that all Content that you distribute utilizing the Services shall be your wholly original material or material that you are using and distributing with the permission of its owner, and will not infringe any copyright, trademark or other rights of any third party including, without limitation, any rights of privacy or publicity. You hereby agree to indemnify and hold MeDeploy harmless with respect to any claim made by any third party asserting intellectual property rights in or to any Content; such indemnification shall include covering MeDeploy's costs of defending itself, including attorneys’ fees.
• You shall be solely responsible for keeping a duplicate copy of all Content that you upload and we do not accept any responsibility or liability for the loss of Content.
• You shall not share your password with any other person or post it on this or any other website. “Partner” shall mean any person, entity or organization with whom MeDeploy enters into any kind of business transaction relating to the Service or Content. Neither MeDeploy nor any of its Partners is responsible or liable for any unauthorized use of your account.
• You shall not use the MeDeploy Service for any illegal or unauthorized purpose.
• You shall not attempt to hack, destabilize, reverse engineer, decompile, copy or adapt the MeDeploy Website or Software or its source code, or alter another website so as to falsely imply that it is affiliated with MeDeploy.
• You shall not transmit worms, viruses or any code of a destructive nature to MeDeploy or any third parties. You hereby agree to indemnify and hold MeDeploy harmless with respect to any claims made by any third party by reason of any such worms, viruses or code; such indemnification shall include covering MeDeploy's costs of defending itself, including attorneys’ fees.
• We may make third party software and/or services (such as upload software and tape transfers) available to you in conjunction with the use of MeDeploy Website and Service. You are responsible for ensuring that you are in possession of any and all necessary licenses or other documentation for the products provided by any third party and that you understand and comply with the terms and conditions of such licenses.
• You are solely responsible for obtaining and maintaining all equipment and services needed for access to and use of our Website, Services and Software and for paying all charges related thereto.
• Any comments, suggestions, or feedback relating to the Website, Service or Software (collectively “Feedback”) submitted to MeDeploy shall become the property of MeDeploy or its designee. We will not be required to treat any Feedback as confidential, and will not be liable for any ideas (including, without limitation, product, Website or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future Website, Service, Software or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to the Feedback of every kind and nature everywhere. We will be entitled to use the Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Feedback. You acknowledge that you are responsible for whatever material you submit, and you, not us, shall have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.
• You shall not post Content that would be considered a criminal offense or give rise to any civil liability.

Content

You retain whatever ownership rights you may have to the Content you upload to the MeDeploy Service.

You are responsible for your own Content and the consequences of posting or publishing it. By using the Services, you hereby represent and warrant that:

• You own all right, title and interest (including all intellectual property rights) in your Content (including, without limitation, all rights to the audio, video, or digital recording, and the performance contained in your Content) or, alternatively, you have acquired, in writing, all necessary rights in your Content to enable you to grant the rights in your Content described herein;
• You have already paid, and you will be solely responsible for paying (to the extent any later become due) all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Website and the Services.
• You are the individual pictured and/or heard in your Content, or, alternatively, you have obtained permission, in writing, from any and all individuals (including consent from parents or guardians for any individual under the age of eighteen (18)) who appear and/or are heard in your Content to grant the rights described herein;
• You shall make such permissions available to MeDeploy and its Partners upon request;
• Your Content does not infringe upon the intellectual property rights, privacy rights, publicity rights or any other legal or moral rights of any third party;
• You agree to keep all records necessary to establish that your Content does not violate any of the foregoing representations and warranties and to make such records available upon the request of MeDeploy; and

Software

1. License. Subject to these Terms and Conditions, MeDeploy grants you a non-exclusive, non-transferable, non-assignable license (without right to sublicense) to use the Software.
2. Restrictions. You shall not (i) copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Software without the prior written consent of MeDeploy; (ii) sublicense, sublease, lease, lend, assign, sell, resell, license, re-license, distribute, rent, export, re-export, permit concurrent use of or grant other rights in the Software and any attempt by you to take such action shall be void; (iii) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software by any means whatsoever; (iv) remove or alter any copyright and/or other proprietary notices contained on or in the Software; or (v) use the Software for unlawful purposes, including to create or proliferate a virus or to circumvent any copy protection or other digital rights management mechanism, or to facilitate such unlawful purposes.
3. Ownership. You have no ownership rights in the Software or any related documentation. You acknowledge that the Software, including the related documentation and any new releases, modifications, and enhancements thereto, belong to us and our licensors if any, including all intellectual property rights therein. MeDeploy and its licensors retain all right, title, and interest in and to the Software and any related documentation. You understand and agree that you shall gain no right, title, or interest in or to the Software by virtue of your Feedback and that you do not now have, will not have, and will never claim to have, any proprietary rights (including intellectual property rights and trade secret rights) in or to the Software (or any changes, modifications, or corrections thereto). If you are ever held or deemed to hold any right in or to the Software (or any changes, modifications, or corrections thereto) by virtue of your Feedback, then you hereby irrevocably assign to MeDeploy any and all such rights. In the event that any such right cannot be so assigned, you hereby agree to waive enforcement worldwide of such rights against MeDeploy and hereby grant to MeDeploy an exclusive license, with right to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and display, in any medium or format, whether now known or later developed, any and all property that is subject to such rights. You further agree to take any steps or action reasonably requested of you by MeDeploy to perfect and/or record its ownership rights in and to any Feedback or other rights or intrests held by you in or to the Software or any of MeDeploy's Services or any portion thereof. You further acknowledge that the Software, and any documentation and other information relating thereto include some of our valuable trade secrets or confidential information, and agree to treat the Software and such information as well as the terms of this Agreement as our confidential and proprietary information. YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROTECTED BY U.S. AND INTERNATIONAL COPYRIGHT AND INTELLECTUAL PROPERTY LAWS AND THAT UNAUTHORIZED USE MAY SUBJECT YOU TO CIVIL AND CRIMINAL LIABILITY.
4. Third Party Software. You understand and agree that portions of the Software or Service may include third party software that may be subject to a separate license agreement (not this license), that we have no responsibility or liability to you with respect to such third party software, and you agree to comply with and be bound by such separate license agreement. Use of the Service or Software may, in the future, require the installation of third party software which we may direct you to on our Website. This software is provided to you from the applicable third party and its use is subject to an end user license agreement with such third party and we will not be responsible for providing such third party software or its use. You agree to indemnify and hold MeDeploy harmless with respect to any claims arising from the use of any such third party software; such indemnification shall cover MeDeploy's costs of defending any such claim, including attorneys’ fees.

Copyright

MeDeploy and its Partners respect the intellectual property of others, and we ask you and all of our users to do the same. MeDeploy may remove Content that violates these policies and/or disable and/or terminate the accounts of users who may violate our policies. If you believe that your Content has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• A description of the copyrighted work or other intellectual property that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Website;
• Your address, telephone number, and email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Send this information to:
By mail:
Copyright Agent
MeDeploy
2155 State Street
Hamden, CT 06517
By email:
copyright@medeploy.com

Trademarks; Ownership

The content on the MeDeploy Website, Service and Software, including, without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“MeDeploy Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to MeDeploy, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. MeDeploy Content on the Website, Service and Software is provided to you AS IS for your information and use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the express prior written consent of the respective owners. MeDeploy reserves all rights not expressly granted in and to the Website, Service and Software and the MeDeploy Content. You agree to not engage in the use, copying, or distribution of any of the MeDeploy Content other than as expressly permitted herein, including any use, copying, or distribution of User Content of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the MeDeploy Content for personal use, you must retain all copyright and other proprietary notices contained therein.

Third Party Websites

The MeDeploy Website may contain links to third party websites that are not owned or controlled by MeDeploy. MeDeploy has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, MeDeploy will not and cannot censor or edit the content of any third party website. By using the Website, you expressly relieve MeDeploy from any and all liability arising from your use of any third party website and agree to indemnify and hold MeDeploy harmless with respect to any claims arising from any such use. Accordingly, we encourage you to be aware when you leave the MeDeploy Website and to read the terms and conditions and privacy policy of each other website that you visit.

Subscriptions and Fees

MeDeploy reserves the right at any time to charge fees for access to new MeDeploy Content or Services or to portions (or all) of the existing Website or Service. In no event will you be charged for access to any MeDeploy Content or Service unless we obtain your prior agreement to pay such charges. If you do not consent to such charges, however, you may not have access to paid content or services.

There are two levels of membership on MeDeploy. Please see the chart for a more detailed description of the features provided with respect to the two levels of membership and the membership fees associated therewith: http://www.medeploy.com/solutions/

No contract will exist between you and MeDeploy for any level of membership unless and until MeDeploy indicates its acceptance of your order by a confirmatory e-mail, telephone conversation, or other appropriate means of communication. Upon such acceptance, a binding contract will be in effect between you and MeDeploy. In the event you have chosen to subscribe to any of the above levels of membership, you warrant that you are authorized to enter into such contract and to make payment for the membership fee.

All membership prices are stated in U.S. dollars. MeDeploy reserves the right to change pricing at any time; however, MeDeploy will notify you of any change in pricing to any pending order and request your acceptance of the change prior to processing such order. In the event that you order a membership and the price published on the Service was incorrect, MeDeploy will contact you to let you know the correct price and ask you whether you still wish MeDeploy to fulfill your request at the correct price. Any dates specified for activation of any membership orders are intended to be an estimate only.

If you obtain a MeDeploy membership, you understand and agree that upon transfer of the membership to you, you are responsible for the activity that occurs on your account and you agree to be bound to the Terms and Conditions.

Renewals, Cancellation and Storage Capacity with Membership

Your MeDeploy membership will be automatically renewed on a monthly basis as per the terms of the membership, without prior notice to you, unless and until you cancel your membership in writing or we terminate it, to ensure uninterrupted access to your account. You must cancel your membership before it renews each month in order to avoid billing of the next month's subscription fees.

You may cancel your membership at any time. Said cancellation will be effective at the end of the term of your membership. If you choose to cancel your membership you will not be refunded any portion of your membership fee and the cancellation will be effective immediately upon canceling the membership. Cancellation may be requested via support@medeploy.com. All MeDeploy membership accounts can only be closed by the account holder through the procedure described herein. Once your membership is cancelled, you will not incur additional fees for that account.

There is no requirement for MeDeploy to store Content greater than the storage capacity permitted pursuant to a user’s particular level of membership, and upon expiration of such membership MeDeploy may delete Content in its sole discretion once such expiration occurs.

Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE MEDEPLOY WEBSITE, SERVICE AND SOFTWARE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, MEDEPLOY, ITS PARTNERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, SERVICE AND SOFTWARE INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT OR SYSTEMS INTEGRATION. NEITHER MEDEPLOY NOR ANY OF ITS PARTNERS MAKE ANY WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE, THE MEDEPLOY WEBSITE, THE SOFTWARE OR THE CONTENT OF ANY SITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE WEBSITE'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY BUSINESS INTERRUPTION OR ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE MEDEPLOY WEBSITE. NEITHER MEDEPLOY NOR ANY OF ITS PARTNERS WARRANTS, ENDORSES, GUARANTEES, OR ASSUMES RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE MEDEPLOY WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND MEDEPLOY AND ITS PARTNERS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Limitation of Liability

IN NO EVENT SHALL MEDEPLOY, ITS PARTNERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE WEBSITE'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY BUSINESS INTERRUPTION OR ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE MEDEPLOY WEBSITE. THE MAXIMUM LIABILITY OF MEDEPLOY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU TO MeDeploy DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT TILL OCCURRENCES GIVING RISE TO THE CLAIM IN QUESTION. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. ANY CLAIMS AGAINST MEDEPLOY SHALL BE BROUGHT WITHIN ONE YEAR OF THE ACCRUAL THEREOF AND CLAIMS BROUGHT AGAINST MEDEPLOY BEYOND SUCH TIME BARRED. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER MEDEPLOY NOR ANY OF ITS PARTNERS SHALL BE LIABLE FOR USER CONTENT OR SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THE WEBSITE IS CONTROLLED AND OFFERED BY MEDEPLOY FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. MEDEPLOY MAKES NO REPRESENTATIONS THAT THE MEDEPLOY WEBSITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE MEDEPLOY WEBSITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW, EXPRESSLY INLCUDING FOREIGN PRIVACY LAWS.

Release and Indemnity

Without limiting the above, you hereby release, discharge and hold harmless MeDeploy and its Partners and each of their respective employees, officers, directors and suppliers (collectively, “Releasees”) from any and all claims, actions, damages, liabilities, losses, costs and expenses of any kind (including, without limitation, attorneys' fees) arising out of, resulting from, or by reason of, your Content, including without limitation any exploitation of your Content, on any legal theory whatsoever (including, but not limited to, copyright infringement, personal injury, rights of privacy and publicity, idea misappropriation, false light, or defamation).

You agree to defend, indemnify and hold harmless MeDeploy and its Partners, and each of their officers, directors, employees, and suppliers, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from or in any way relating to: (i) your (or anyone using your account's) use of and access to the MeDeploy Website, Service or Software; (ii) your (or anyone using your account's) violation of any term of these Terms and Conditions; (iii) your (or anyone using your account's) violation of any third party right, including, without limitation, any intellectual property, copyright, property, personal injury or privacy right; or (iv) any claim that (or anyone using your account's) Content caused damage to a third party. This defense and indemnification obligation will survive these Terms and Conditions and your use of the MeDeploy Service and Website.

Exclusions and Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that MeDeploy or its Partners may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of liability of MeDeploy and its Partners shall be the minimum permitted under such applicable law.

Modification or Termination of Service

You acknowledge that MeDeploy may establish general practices and limits concerning use of the Service and may modify such practices and limits from time to time. MeDeploy may at any time and from time to time modify or discontinue, temporarily or permanently, all or any part of the Service with or without notice. Neither MeDeploy nor its Partners are under any obligation to preserve, provide access to or return to you any Content. You agree that MeDeploy shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. We reserve the right to refuse Service to anyone or to terminate a user's account for any reason at any time.

Age/Ability to Accept Terms and Conditions

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions, and to abide by and comply with these Terms and Conditions.

Assignment

These Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by MeDeploy without restriction.

General

You agree that: (i) the MeDeploy Service and MeDeploy Website shall be deemed solely based in the State of Connecticut, USA; and (ii) the MeDeploy Website shall be deemed a passive website that does not give rise to personal jurisdiction over MeDeploy, either specific or general, in jurisdictions other than Connecticut. These Terms and Conditions shall be governed by the internal substantive laws of the State of Connecticut, without respect to its conflict of laws principles. Any claim or dispute between you and MeDeploy or any of its Partners, (and their respective officers, directors, employees and suppliers) shall be decided exclusively by a court of competent jurisdiction located in Connecticut. These Terms and Conditions, together with the Privacy Policy at http://www.medeploy.com/corp/privacy/ and any other legal notices published by MeDeploy on the MeDeploy Website, shall constitute the entire agreement between you and MeDeploy concerning the MeDeploy Service and Website. If any provision of these Terms and Conditions is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term, and MeDeploy' failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision. MeDeploy reserves the right to amend these Terms and Conditions at any time and without notice, and it is your responsibility to review these Terms and Conditions for any changes. Your use of the MeDeploy Website or Service following any amendment of these Terms and Conditions will signify your assent to and acceptance of its revised terms. YOU AND MeDeploy AGREE THAT ANY CAUSE OF ACTION AGAINST MEDEPLOY ARISING OUT OF OR RELATED TO THE MEDEPLOY WEBSITE OR SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.