Vendor provides to physicians and other healthcare providers an internet-based online service and system known as RemedyConnect (“RC Website”) whose home page is located at http://remedyconnect.com (“RC System”).  Customer may purchase an RC Website pursuant to individual Orders.  In addition to the General Terms and Conditions under the Customer Agreement, the following applies to your purchase of an RC Website:

1. Definitions - Capitalized terms herein shall have the meanings set forth in the Customer Agreement except as otherwise defined here:
2. “Content” means all elements of text, graphics, photos, designs, trademarks, or other artwork, or other materials or information on the Website.
3. “RC Content” means Content provided by RC as listed in the related Order.
4. “Customer Content” means Content provided by RC Website for use on the Website. 
5. “Customizable Content” means Content that RC designates as customizable by the user.
6. “RC System” means the platform used by RC to create the Website, and all related Websites.
7. “RC Website” means the website created by RC for the Customer as identified in the related Order.

   2. RC Website:

RC Website services include the computing and communications services, facilities, programming or software, databases, data, information and all other material provided by RC to facilitate a Customer’s RC Website and online information through the Internet, but does not include any equipment, facilities, programming or software provided by You or other third parties. RC will provide recurring hosting and monitoring by RC. Content will be presented on a shared server. RC agrees to provide You full access to all Content that constitutes Your RC Website as defined on the related Order. RC may change its basic service from time to time at its sole discretion. 

   3. Customer Responsibilities. 

1. Access. For the purposes of the provision of RC Website, Customer agrees to provide RC with access to its current websites and the Website for uploading new pages and making changes. Customer hereby authorizes, on behalf  RCs use of all Customer's logos, trademarks, website images, etc., solely in connection with the creation of informational pages and any other uses as deemed necessary by RC for search engine positioning and optimization. If Customer's website(s) is/are light in textual content, Customer will provide additional relevant text content in electronic format for the purpose of creating additional web pages.
2. Timeline Obligations. You agree to provide information pertinent to the design of Your RC Website in a timely manner to insure its publication. Upon acceptance of the Customer Agreement and/or receipt of a signed Order, You will be given administrative logins to Your RC Website so that You may enter your specifications. You agree to complete the Customer contact information, design requirements, and review/edit Your Website Customer Content as promptly as practicable. In the event the RC Website is not published within 90 days, whether it is through the fault of RC, You, or unforeseen circumstances, RC has the right to bill the monthly hosting, support and content fee as identified on the related Order, after that 90 day period. 
3. Your Other Obligations. You are responsible for and must provide all telephone, computer, and other equipment and services necessary for You to access the RC Website from a practice, clinic, or business. You are responsible for the use and compatibility of equipment or software not provided by RC. In the event that You use equipment or software not provided by RC that impairs Your use of the services, You shall nonetheless be liable for any applicable payment. You shall, if necessary, pay RC to diagnose difficulties caused by equipment or software not provided by RC. RC will notify You before any such charges are incurred.

   4. Customer Acknowledgements/Representation. 

1. Customer understands, acknowledges and agrees that RC has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Your RC Website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. RC will resubmit those pages that have been dropped from the index. RC is not responsible for changes made to an RC Website by Customer or other parties which adversely affect the search engine or directory rankings of a Website.
2. Customer agrees that the RC Website shall not be used for the purposes of distributing and storing unusual amounts of multimedia files and usage space may be limited.  Customer agrees to conform to recommendations in the Documentation for these purposes.
3. In addition to, and without limitation of, provisions in the Customer Agreement, You represent and warrant that all Customer Content, as delivered or as incorporated into, posted on, or available through, the RC Website, (i) shall comply with all applicable laws, including without limitation those governing patents, trademarks, copyrights and trade secrets and those laws, regulations and directives governing privacy and use of information and the internet; (ii) will not in any manner constitute an infringement or other violation of any publicity, publication, display, attribution, mechanical, integrity, approval, performance, moral, or privacy rights of any person or entity and iii) is not illegal, fraudulent or deceptive, harassing, threatening, libelous, slanderous, defamatory, hateful, racially or ethnically objectionable, pornographic, obscene, or tortuous in content.You expressly agree that RC may immediately remove from the Website any content which it believes to infringe any law or for which it receives any third party objection. 
4. Cookies Disclaimer: Cookie notifications generated by RC for your website are provided in a default form. You are responsible to update the customer preferences to match any changes you make to the cookies or other tracking technologies.

   5. Terms of Use/Compliance: You acknowledge and agree, and will ensure that Authorized Users acknowledge and agree that:

1. Customer will be responsible for maintaining, updating, and customizing Customer Content so as to ensure that, at all times, it is complete and accurate in all material respects. Notwithstanding anything to the contrary herein, and without limitation thereof, You will hold RC harmless for any errors, problems, difficulties, or liabilities, including attorneys' fees and costs, resulting from Your or any third party’s alterations, or additions to Customer Content. If You update any of the Customizable Content provided by RC, you understand that such updates may hinder or obstruct any updates to the default Content provided by RC. RC will not be liable for any Content that you have customized.
2. If You upload a file or document to Your RC Website, RC retains the right to alter the content, form or format of such material or add disclaimers regarding such material. 
3. Your RC Website shall state that the links that allow You and Your RC Website visitors to leave RC's site and go to those linked sites are for convenience only, and RC has no control over, affiliation with, or sponsorship of, such site(s) or the contents of such site(s). Your RC Website shall prominently indicate that all Content contained on it is for general edification only and not intended as medical advice or treatment in any specific situation. RC shall not be liable, in any manner, for transmissions received from any other site, including linked sites.
4. You are responsible for ensuring that any Customer Content, or Content you have customized, and use of Your RC Website complies with any policies, regulations, and/or laws in effect which may apply to their use. Customers are responsible for determining which policies, regulations, and/or laws affect their specific use.
5. You will receive access to Your organization’s administrative site to immediately update such Content and any contact information.  On this administrative site, You will be responsible for providing a name, phone number and email address for a Primary Contact and a Primary Responsible Physician at Your office. You agree to enter names and email addresses for all physicians, nurse practitioners, and physician assistants in Your organization who provide direct patient care. RC will not sell, distribute or share this contact information with any third party according to its Privacy Policy found on its website. In the event that You refuse or fail to immediately update this contact information, then in addition to, and without limitation of, the indemnification provision in the Agreement, You will hold RC harmless for any errors, problems, difficulties, or liabilities, including attorneys' fees and costs, resulting from Your failure to update this contact information.
6. There are occasional urgent or emergent medical occurrences such as pandemics, new medical studies or new methodologies that may justify a change in the standard of medical care and therefore require the immediate notification of all of Your clinicians. In this event, RC may, but need not, send an email or email newsletter indicating changes in the Content that reflect this new standard of care. Such communications by RC shall be strictly an accommodation and not pursuant to any legal duty or obligation.

   6. Restrictions:

1. Transferability/Linking.  Unless otherwise agreed in writing, Your right to use the RC Website is not transferable and is subject to any limits established by RC. You may not give written, verbal or implied consent for other providers, practices, hospitals or other third parties to link to the licensed RC Content on Your site. You do not have the right to syndicate the Content to any third party. The license to use this clinical content does not include the right to reproduce or copy any portion of the clinical content onto any blogs, social media, third-party applications, or websites that are not registered under Your domain URL for the Website.
2. Software distribution. RC’s web hosting plans are not configured for the purpose of distributing multimedia products and/or software. Multimedia files are defined as any graphics, audio, and video files. If You wish to distribute these types of files, please contact RC to make special arrangements.
3. System and Network Abuse. Violations of system or network security are prohibited and may result in criminal and civil liability. Examples of system or network security violations include, without limitation, the following:  unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network; interference with service to any user, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks; forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting.
4. Viruses and other destructive activities. Use of RC’s or its contractor’s services or equipment for creating or sending internet viruses, worms or Trojan horses, or for pinging, flooding or mail bombing, or engaging in denial of service attacks is prohibited. It is also prohibited for You to engage in other activity that is intended to disrupt or interfere with, or that results in the disruption of or interference with, the ability of others to effectively use RC’s services and equipment or conduct their business over the Internet.

   7. Domain Name Registration.

You are responsible for registering and paying for Your own domain name. RC can assist You in this process at Your request; Your indemnifications under the Customer Agreement apply to Your registration and use of a domain name.  RC recommends that You engage legal counsel to determine if Your chosen domain name is too similar to any other existing name, mark, or business, or otherwise infringes on another’s use.

   8. Usage of Allotted Resources.

You agree that bandwidth and disk usage shall not exceed 500 Megabytes (MB) in total server storage space and 80 Gigabytes (GB) in total bandwidth utilization per month per Website. Larger utilization programs are available at an additional cost. Your Website is allowed up to 1MB (1,000 KB) constant bandwidth throughput. Constant throughput is in excess of 1 MB (1,000 KB) per second will be billed at current rates. RC shall have the right to take corrective action if Your bandwidth or disk usage exceeds the usage limits. Such corrective action will include immediate contact with You, Your office or representatives and may include the assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement.

   9. SSL Certificate.

RC includes SSL (Secure Sockets Layer) security technology on all websites developed by RC.  SSL is a protective measure that creates a secure link between a website and a visitor's browser by ensuring that all data passed between the two remains private. 

   10. Proprietary Rights:

You understand that all portions of the RC System are valuable and proprietary.  While You may download, or permit others to download, informational material, any such downloading must include entire article(s) along with the copyright notice, trademark, and any statement of article ownership/authorship appearing with the article on the RC Website. Without RC’s prior written authorization, neither You nor Your RC Website visitors shall reproduce, redistribute, resell, retransmit, publish, or otherwise transfer, or exploit, any non-public information, which received through the RC System. You may not make any other use of the RC System without RC's prior written permission. The terms of this paragraph shall continue beyond the termination of this Agreement. 

   11. Professional Services

1. Development of the Website. Services may include, without limitation:
2. Development (including in HTML, VB Script, CGI, Peri script, Java, and JavaScript), compilation, and configuration of the user interface and objects, scripts, applications, and computer software comprising the Website as described on the Order;
3. Digitizing, translation, reformatting and adaptation (as necessary) of Content. Customer. Content delivered to RC in a format other than described at contracting may incur additional charges.  
4. Maintenance: RC agrees to use its commercially reasonable efforts to prepare and maintain certain portions of Your RC Website for the term of this Agreement as follows: (a) RC will provide You with a set of two (2) content and design mockups; (b) RC will deliver, in electronic format, Your customized information to Your Website hosted by RC; (c) RC will update, as deemed necessary at RC's sole discretion, general information detailed on the RC System and/or Your Website. RC may interrupt your RC Website to perform scheduled maintenance or other repairs. Whenever reasonably possible, RC will attempt to notify You by e-mail or by phone of scheduled maintenance.

   12. Software Licenses and Confidential Information.

1. Software and Content Licenses; Third Party Fees: You will pay all license fees, royalties, use charges or other payments, if any, imposed by third party software or content vendors on RC in connection with performance of the RC Website. Third party software fees and license fees for Content supplied by third parties may from time to time be subject to an increase based upon the current pricing policies of those vendors. RC will provide You with written notice promptly upon receipt of notice of such increases from the applicable software or content vendor.
2. You shall obtain and provide RC with reasonable written evidence of valid licenses (or other valid permission) to use, in connection with the RC Website: (A) any “Customer Third Party Software” described on an Order, and (B) all Customer Content or photographs owned or held by third parties (“Third Party Content”), and all trademarks, copyrights, and other proprietary (or moral or other) rights therein, and all necessary permissions to include hyperlinks to third party websites, if applicable, for the duration of the RC Website , and such licenses shall allow, if applicable, RC and its subcontractors, if any, to access, use, and modify the Customer Third Party Software and Third Party Content in performance of the Services. Neither RC nor its affiliate partners shall be liable for any failure in performance of, or infringement liability relating to, third party software or Content.
3. You hereby grant to RC (and its subcontractors, if any), a non-exclusive, non-transferable, royalty free license/sub-license and right to (A) use, (B) copy for archival purposes, and (C) to the extent permitted by the licenses in respect of the Customer Third Party Software and Third Party Content, modify all Customer Software, Customer Third Party Software, Third Party Content, other Customer Content, and other software and materials provided by You to RC pursuant hereto.
4. Ownership of Developer Tools. In addition to, and without limitation of, the provisions in the Agreement, You agree that RC(or its respective licensors) will retain sole ownership of, and all right, title, and interest in, all proprietary tools, HTML or other code, CGI and/or Peri  or other scripts, JavaScript code and Java code or applets, trade secrets, knowledge, skills, ideas, know-how, concepts, materials, objects, reusable objects, computer programs, code segments, routines, algorithms, formulae, templates, documentation and techniques (“Developer Tools”) which: (i) RC owned or licensed prior to their use in development of the Website; (ii) are applicable to a variety of projects and which do not contain Confidential Information of Customer; (iii) utilize or disclose the Developer Tools as independent programming or development tools or templates.  You agree that You shall not: (i) You shall not license, sublicense, or disclose to any third party any Developer Tools except as incorporated into a deliverable or RC Developer Content, (iv) translate, decompile, disassemble or reverse engineer all or any part of the Developer Tools (nor permit any third party to do the same).

   13. Marketing.

You agree that We may use Your Website in any advertising or public relations communications, or  for any lawful purpose, including, but not limited to, demonstrating the product to a potential clients. 

   14. Payment Obligations:

1. Rates and Payment Terms: Fees and payment terms shall be reflected in the related and in the Order and Customer Agreement.
2. Non-Payment: If RC suspends performance under the Customer Agreement, Customer may (a) make full payment of outstanding balance plus a $300 Reinstatement Fee or (b) terminate this agreement and Your access to and the use of the RC Website.