Terms of Use

Website Terms of Use

Welcome to the website of Prodigy Anesthesia, Inc. ("Company", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use"), govern your access to and use of www.prodigyanesthesia.net and www.prodigyconnect.net (each a "Website" and, collectively, the "Websites", including any content, functionality and services offered on or through the Websites, whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Websites. By using either Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at www.prodigyanesthesia.com/privacypolicy.html, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Websites.

The Websites are offered and available to users who are 13 years of age or older. By using either Website, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Websites.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Websites thereafter. However, any changes to the dispute resolution provisions set forth in the sections entitled "Governing Law" and "Jurisdiction" will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on the Website.

Your continued use of either Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access either Website so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend each Website, and any service or material we provide on the Websites, in our sole discretion without notice. We will not be liable if for any reason all or any part of either Website or both Websites is/are unavailable at any time or for any period. From time to time, we may restrict access to some parts (or all) of each Website, to users, including registered users.

You are responsible for:

- Making all arrangements necessary for you to have access to the Websites.

- Ensuring that all persons who access either Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Websites or some of the resources they offer, you may be asked to provide certain registration details or other information. It is a condition of your use of the Websites that all the information you provide on the Websites is correct, current and complete. You agree that all information you provide to register with the Websites or otherwise, including but not limited to through the use of any interactive features on the Websites, is governed by our Privacy Policy (located at www.prodigyanesthesia.net/privacypolicy.html), and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Websites or portions of them using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

Each Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Websites for your personal, non-commercial use and for commercial users, for the sole purpose of using the Company’s products in the manner licensed to you, and reviewing the terms applicable to those transactions. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Websites, except as follows:

- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

- You may store files that are automatically cached by your web browser for display enhancement purposes.

- You may print or download one copy of order forms generated on the Websites to evaluate a potential order placed through the Websites or to retain a copy of the terms applicable to a transaction conducted through the Websites, and not for further reproduction, publication or distribution.

- If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

- If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

- Modify copies of any materials from the Websites.

- Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.

- Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Websites.

You must not access or use for any commercial purposes any part of the Websites or any services or materials available through the Websites, unless permitted in accordance with a license agreement entered into between you and the Company.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: pstallo@prodigyanesthesia.net.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Websites in breach of the Terms of Use, your right to use the Websites will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Websites or any content on the Websites is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Websites not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws. If you purchase a license to use the Company’s software provided through the Websites, your use of the Software will be governed by the license agreement entered into between you and the Company.

Trademarks

The Company name, the terms "Prodigy Anesthesia", "Prodigy Anesthesia, Inc.", the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Websites are the trademarks of their respective owners.

Prohibited Uses

You may use each Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use either Website:

- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

- To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).

- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Websites, or which, as determined by us, may harm the Company or users of the Websites or expose them to liability.

- To engage in any competitive analysis of the Websites, the Company’s software, the development of a competing software product or service or any other purpose that is to the Company’s commercial disadvantage.

Additionally, you agree not to:

- Use either Website in any manner that could disable, overburden, damage, or impair either Website or interfere with any other party’s use of the Websites, including their ability to engage in real time activities through the Websites.

- Use any robot, spider or other automatic device, process or means to access either Website for any purpose, including monitoring or copying any of the material on the Websites.

- Use any manual process to monitor or copy any of the material on the Websites or for any other unauthorized purpose without our prior written consent.

- Use any device, software or routine that interferes with the proper working of the Websites.

- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Websites, the servers on which the Websites are stored, or any server, computer or database connected to the Websites.

- Attack either Website via a denial-of-service attack or a distributed denial-of-service attack.

- Otherwise attempt to interfere with the proper working of the Websites.

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from either of the Websites infringe your copyright, you may request removal of those materials (or access to them) from the Websites by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

- Your physical or electronic signature.

- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Websites, a representative list of such works.

- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

- Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).

- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.

- A statement that the information in the written notice is accurate.

- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated Copyright Agent to receive DMCA Notices is:

Prodigy Anesthesia, Inc.

6 Crest Park Drive SE

Huntsville, AL 35802

pstallo@prodigyanesthesia.net

Phone: 256-885-6005

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

Reliance on Information Posted

The information presented on or through the Websites is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Websites, or by anyone who may be informed of any of its contents.

Changes to the Website

We may update the content on the Websites from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Websites may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Websites is subject to our Privacy Policy available on the Websites. By using the Websites, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Online Purchases and Other Terms and Conditions

All purchases through our site or other transactions for the sale of products or services formed through the Websites are, or may be, governed by other agreements (including license agreements) between you and us (collectively, "Purchase Agreements"), to which you will be required to agree to be bound at the time of such sale. By placing an order or entering into a transaction to purchase products through the Websites, you represent and warrant that you are of legal age to form a binding contract with the Company, and you agree to be bound by the terms and provisions of all such Purchase Agreements. Additional terms and conditions may also apply to specific portions, services or features of the Websites.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

· Link from your own or certain third-party websites to certain content on the Websites.

· Send e-mails or other communications with certain content, or links to certain content, on the Websites.

· Cause limited portions of content on the Websites to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

· Establish a link from any website that is not owned by you.

· Cause the Websites or portions of them to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.

· Link to any part of the Websites other than the homepage for a Website.

· Otherwise take any action with respect to the materials on these Websites that are inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Content Standards

These content standards apply to any and all websites bearing links to either Website, or on which content is made accessible in compliance with the terms of these Terms of Use (“Linking Websites”). Linking Websites must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, Linking Websites must not:

· Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

· Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

· Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.

· Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

· Be likely to deceive any person.

· Promote any illegal activity, or advocate, promote or assist any unlawful act.

· Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.

· Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

· Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.

· Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements (if any), including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Websites is based in the state of Alabama in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that software accessible from the Websites, or the files available for downloading from the internet or the Websites, will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITES, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITES, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITES, THEIR CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITES OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Websites (including one or both of the Websites), including, but not limited to, any use of (including, without limitation, providing links to) the Website’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Websites.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Alabama without giving effect to any choice or conflict of law provision or rule (whether of the State of Alabama or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Websites shall be instituted exclusively in the federal courts of the United States or the courts of the State of Alabama in each case located in the City of Huntsville and County of Madison, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Prodigy Anesthesia with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Websites. Notwithstanding the preceding sentence, your use of any software or products provided on or through the Websites shall be subject to the terms and provisions of any applicable Purchase Agreements to which you agree to be bound. In the event of a conflict between these Terms of Use and any Purchase Agreement, the provision most favorable to the Company will prevail.

Your Comments and Concerns

This website is operated by Prodigy Anesthesia, Inc., 6 Crest Park Drive, Huntsville, Alabama, 35802 USA.

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: pstallo@prodigyanesthesia.net.

Thank you for visiting the Website.