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Choice Systems, Inc. ("Choice") maintains this Internet web site (the "Web Site") as a service to the Internet community, subject to your compliance with the terms set forth in this Agreement, including all exhibits.

Please read this Agreement carefully before accessing or using the Web Site. By doing so, you agree to be bound by the terms of this Agreement. If you do not wish to be bound by these terms, you may not access or use the Web Site. Choice may modify this Agreement at any time, and such modifications will be effective immediately upon posting the modified Agreement. You agree to review the Agreement periodically to be aware of such modifications and your continued access or use of the Web Site thereafter will be deemed your conclusive acceptance of the modified Agreement.

INCLUSION OF OTHER NOTICES

Information provided on this Web Site does not constitute an offer to sell any particular product or service or engage in any other commercial transaction except subject to acceptance by Choice.

APPLICABLE LAW

No information on this Web Site will be construed so as to be contrary to law and whenever there is a conflict between any provision of this Agreement and any present law or regulation contrary to which the parties may not agree, such law or regulation will prevail; but, in such event, the affected provisions will be limited only to the extent necessary to bring them within the requirements of the law and to otherwise carry out the purposes of this Agreement.

By accessing or using the Web Site, you agree it is intended to be accessed and used only within the United States and will be only construed according to United States law. Any access or use from other locations is subject to your compliance with all applicable local laws. Choice makes no representation that material on the Web Site is appropriate outside the United States. Information concerning pharmaceutical distribution services applies only to services provided within the United States and is subject to all applicable state and local laws.

COPYRIGHTS

©Copyright 2000-2004 Choice Systems, Inc. All rights reserved. The entire contents of the Web Site are copyrighted under United States copyright laws. The owner of the copyright is Choice. No part of the Web Site may be reproduced, stored in a retrieval system, transmitted or retransmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Choice. You may print and download portions of material from the different areas of the Web Site solely for your own non-commercial, individual reference. Software and other material downloaded from the Web Site ("Software") is the property of Choice or its licensors and is protected by United States and international copyright and intellectual property laws and treaty provisions. All rights to patents, copyrights, trademarks, service marks, trade secrets and other intangible property rights in the Software or any modifications to it shall remain in Choice and its licensors. You may not modify, reverse engineer, decompile, disassemble or create derivative works based on the Software, or remove any proprietary notices or labels that it contains. Subject to the foregoing, you may make: (a) one machine readable copy, (b) one backup copy, and (c) one print copy of any portions of material downloaded from different areas of the Web Site solely for your non-commercial, individual reference. Any other copying, distribution or publication is strictly prohibited without the express written consent of Choice. Choice does not want to receive confidential or proprietary information from you and, as such, any information you provide to Choice through the Web Site, such as employment applications or inquiries, questions, comments, suggestions, ideas, or the like will be provided without obligation of any kind and Choice will be free to reproduce, use, disclose and distribute such information to others without limitation. You agree to grant to Choice a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sublicense, reproduce, distribute, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas for new or improved products and services) you submit to Choice through the Web Site (including through e-mail, bulletin boards, forums or news groups) by any means and in any medium. You also grant to Choice the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising and promotional material related to it. You agree that you will have no recourse against Choice for any infringement or misappropriation of any proprietary right in your communications to us.

TRADEMARKS

The Choice service and product names, including Choice Systems, Inc., Choice Medical Distribution, Choice RSVP®, Choice ECHO®. Choice COE™, Choice Dimensrion21®, IntelliOrder®, CDR™, and The mEDIator® are registered trademarks and/or servicemarks of Choice. All other names, logos and marks on the Web Site are owned or licensed by Choice (unless identified separately) and may not be used by you without express written permission from Choice.

DISCLAIMER & LIMIT ON DAMAGE

You also understand that Choice cannot and does not guarantee that any software or other material available from the Web Site will be free of infection, viruses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Web Site for the reconstruction of any lost data. You assume total responsibility and risk for your use of the Web Site, including your responsibility to evaluate the accuracy, completeness and usefulness of all material provided through the Web Site. Choice does not warrant that the Web Site will be uninterrupted or error-free or that defects in the Web Site will be corrected. software or other material provided on this web site and related communications are provided "as is" for information purposes only. In addition, all warranties are hereby disclaimed, including implied warranties of merchantability, fitness for a particular purpose (even if Choice or its authorized representatives have been advised of the possibility of any such purpose), or non-infringement.

In no event will Choice or any party involved in creating, producing or delivering the web site be liable to any party for any indirect, special or other consequential damages, including, without limitation, any lost profits, business interruption, loss of programs or other data on your information handling system or otherwise, even if Choice or its authorized representatives have been advised of the possibility of such damages, for any claim attributable to use of this web site, including due to errors, omissions, or other inaccuracies in the web site or software or other material downloaded through or hyperlinked from the web site. In any event, the total of all damages, including direct damages (whether grounded in contract, tort or otherwise) arising under or related to the Web Site will be limited to the aggregate amount of all sums paid by you to Choice for services provided through the Web Site during the three (3) months prior to the date on which such damages were first incurred. Because some states do not allow the exclusion of implied warranties or limitation of liability for consequential or incidental damages, the above may not apply to you. In such states, Choice's liability is limited to the greatest extent permitted by law.

PRIVACY POLICY

The following section describes the privacy practices of Choice Systems, Inc. (“Choice,” “we” or “us”) including our policy for information received about you (or your organization) during visits to Choice’s IntelliOrder® Web Site (“Web Site”):

The amount and type of information we receive depends on how you use the Web Site.

 In order to access and use our online purchasing and inventory management services, you must give us your unique User ID and password to log in to the online service. This information is assigned to you by us and requests for any changes to such information should be directed to your Choice account manager. We use this information to identify you and to perform purchasing and inventory management services for you. Your User ID and password will be temporarily stored in a cookie. This allows us to free resources for other customers if you are logged on but not actively using the online service. Data stored in the cookie will allow you to automatically log back on without re-entering your information during the same session. We will only use this information to identify and access your account to provide the requested services. Cookies and all data stored in the cookie will expire once you log off the Choice system. If you do not accept the cookie you will not be able to use the online service.

If you access or use the Web Site without using our online services, we do not collect or store information that will identify you. However, we may collect and store other information such as the name of your Internet Service Provider, your IP address, the referral web site, requested pages including date and time of requests and other information to generate statistics and measure site activity to improve the usefulness of customer visits.

 In addition, we may request information such as your name, mailing address, e-mail address, phone number or social security number to provide you with a service or correspondence (such as promotional material and billings) or to respond to questions or comments you send to us. All information is collected, stored and used in accordance with applicable laws and in a manner appropriate to the nature of your request and is used to fulfill it. If you do not provide this information, we may not be able to provide the service or correspondence, process your order or report, or respond to your comments or questions. Information you provide to us is also used to improve the services we provide to you.

 You agree that we may share personal information with our affiliates, other companies or agents in order for them to provide services for us; such information is shared and protected in accordance with applicable law. We do not otherwise share with, or sell personal information to, unrelated companies. However, if Choice or substantially all of its assets are acquired by another company (including any company that may be formed as a result of a corporate reorganization of Choice or its related companies) this information would be one of the transferred assets. We may also release such information if we believe it is appropriate to comply with the law, to enforce this and other agreements, and to protect the rights, property or safety of Choice, the Web Site users or others. BY USING THIS SITE YOU AGREE TO EACH OF THESE USES.

Choice is not responsible for the privacy statements or practices of sites and services controlled by other companies or organizations. Therefore, you should review the privacy statements of any sites operated by other companies or organizations that are linked to this Web Site in order to understand how that site collects, uses and shares your personal information.

We may modify this privacy policy at any time without prior notice. If we change our privacy policy, the revised policy will apply only after the date of the revised policy. The date the policy was last revised is stated at the bottom of this page. YOUR CONTINUED USE OF THIS WEB SITE FOLLOWING ANY NEW POLICY THAT IS POSTED WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED POLICY SO YOU SHOULD PERIODICALLY REVIEW THIS POLICY TO BE AWARE OF SUCH MODIFICATIONS.

 March 7, 2002

LINKS

Links in the Web Site may let you leave Choice's Web Site. The linked sites are not under the control of Choice and Choice is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Choice is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Choice of the site. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as infection, viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties and other items of a destructive nature.

Choice welcomes links to its Web Site. You are free to establish a hypertext link to this Web Site as long as the link does not state or imply any sponsorship or endorsement of your site by Choice or any of its affiliates. You may not frame any content of this Web Site without Choice’s prior written consent. Nor may you incorporate any intellectual property of this Web Site. Choice does not want anyone to be confused what information and services are provided by Choice and which are not.

LIMITS ON ACCURACY

The Web Site was developed as a service by Choice to provide information about its products and services. Information is believed to be accurate at the time it is created. However, like any printed material, information may become out dated over time. It is important that you rely on the advice of an appropriate professional. Nothing contained in any presentation is to be construed as medical, legal, investment, financial or other advice. This information is not intended to be a substitute for such advice.

Choice will use reasonable efforts to include accurate and up-to-date information on the Web Site, but Choice makes no warranties or representations as to its accuracy. All users agree that all access to and use of the Web Site is at their own risk.

Information on the Web Site may contain technical inaccuracies or typographical errors. Information may be changed or updated without notice. Choice may also make improvements and changes in the products and services described in the Web Site at any time without notice.

NOT AVAILABLE EVERYWHERE

Information Choice publishes on the Web Site may contain references or cross references to Choice products and services that are not announced or available in your locale. Such references do not imply that Choice intends to announce such products or services in your locale. To ensure you have current and accurate information about products and services of interest to you, please contact your local Choice representative.

FORWARD-LOOKING STATEMENTS

Certain non-historical information provided in this Web Site (including information concerning products and services, future economic performance, plans, objectives and financial and other information) identified as such constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and is subject to risks, uncertainties and other factors identified which could cause actual results to differ materially from those projected or implied. Such statements may be identified by the use of forward-looking language such as "may," "will," "should," "expect," "anticipate," "estimate," or "continue," or the negatives or other variations thereof or other comparable terminology. 

Choice press releases are available at no charge. To receive information on available releases, call (800) 644-7627 and press "0" for the company operator. You may also view such information from Choice’s "About Choice"  page www.choicesystemsinc.com/csi/about_choice.htm.

INDEMNITY

You agree to indemnify, defend and hold harmless Choice, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Web Site from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any information you provide or from any violation of this Agreement by you.

GENERAL

This Agreement will all be governed and construed in accordance with the internal laws of the State of Kentucky applicable to agreements made and to be performed in Kentucky. You agree that any legal action or proceeding between Choice and you for any purpose concerning this Agreement or the parties' obligations hereunder will be brought exclusively in a federal or state court of competent jurisdiction sitting in Franklin County, Kentucky, USA. Any claim or cause of action you may have with respect to the Web Site must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. Choice's failure to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice will act to modify any provision of this Agreement. Choice may assign its rights and duties under this Agreement to any party at any time without notice to you. All provisions of this Agreement will be deemed to be severable. This Agreement and its related documents supersede all prior oral and written representations, which may have been entered into by the parties to this Agreement, that relate to the subject matter of this Agreement. Captions in this Agreement are intended for convenience of reference only. Words used in this Agreement, regardless of the number and gender specifically used, will be construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires. This Agreement will benefit, and be binding upon, the successors of the parties to this Agreement. Neither party to this Agreement will be liable for its failure to perform an obligation under this Agreement if that failure results from any cause, except financial, beyond that party's reasonable control. Any provision of this Agreement may survive this Agreement's termination if the provision's context shows that the parties to this Agreement intended the provision to survive.

Sponsor: Choice Systems, Inc., 9960 Corporate Campus Drive, Louisville, Kentucky 40223 U.S.A.

 

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© Copyright 2001-2004, Choice Systems, Inc, all rights reserved.  Unauthorized use is prohibited.

This website and all modifications made hereto are the property of the Choice Systems, Inc. 

Last modified: September 30, 2004