Website Terms of Use | Compass Medical Solutions

Terms of Use – Last Updated: February 15, 2023

YOUR USE OF THIS WEBSITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THIS SITE.

1. Definitions
“The site” or “site” refers to compassmedsolutions.com. “You,” “User,” or collectively “Users,” refers to any party who accesses the site. “Compass” refers to Compass Medical Solutions. “Access” means viewing, using or otherwise obtaining information located on the site. “Agreement” refers to these Terms of Use and any subsequent modification.

2. Scope of terms
This site and all content and information provided therein (Content) may be used only under this Agreement made between Compass and You.

Compass reserves the right to modify this Agreement at any time without notice to User. User agrees to review this Agreement periodically to ensure awareness of any modifications. User’s continued access or use of the site after modifications have become effective shall be deemed conclusive acceptance of the modified terms.

Compass has the exclusive right to control accessibility, hours of use, features on the site, and any other information found on the site. Compass can restrict access to any or all portions of the site or remove any information or content from the site at any time. Compass reserves the right, but shall not be obligated, to monitor use of the site.

User is solely responsible for providing the equipment related to accessing the site, including but not limited to all computer, remote communications equipment, telephone, and other equipment.

3. License and Limitations
You are granted a personal, revocable, limited, non-exclusive, non-transferable license to access and use the site and the Content, conditioned on Your continued acceptance of, and compliance with, this Agreement.

Users may not do any of the following while using the site:

interfere with another user’s use and enjoyment of the site;
upload any message, information, data, text, software, graphic files or other materials (Material) that is unlawful, harmful, threatening, abusive, harassing, torturous, defamatory, vulgar, obscene, libelous, that may be invasive of another’s privacy, hateful, racially, sexually, ethnically or otherwise objectionable;
upload Material that contains a virus, corrupted file, or other harmful component;
impersonate any person or entity, including but not limited to Compass personnel, or falsely state or otherwise misrepresent any affiliation with any person or entity, or upload any Material under a fictitious name;
intentionally or unintentionally violate or encourage or assist another to violate any law or regulation in connection with your use or another’s use of the site; or
upload any Material that violates or infringes any patent, trademark, trade secret, copyright, privacy or any right, of whatever nature, of anyone.

If you violate any of the terms of this Section 3, your permission to use the site automatically terminates.

4. Proprietary Rights
The Content includes, without limitation: (i) Compass’s trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identification (collectively Compass Marks); and (ii) information, data, materials, interfaces, computer code, databases, products, services, resources, software applications and tools, text, images, photographs, audio and video material, and artwork is the property of the Compass, its licensors, sponsors, partners, advertisers, content providers or other third parties and is protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national and international laws, treaties and regulations. You may not alter, delete, obscure or conceal any copyright or other notices appearing in the Content, including any such notices appearing on any Content You are permitted to download, transmit, display, print, use or reproduce from the site. Except as otherwise provided in this Section, you may not use any of Compass’s trademarks or service marks or logos for any other reason without the express written permission of Compass. Compass may, at any time, in its sole discretion, without cause, terminate the license granted herein to use the Compass Marks and your right to link to any pages on the site.

5. Third-party links and content
This site may contain links to other websites and third party content such as photos and media. Inclusion of any third party link or content does not imply an endorsement or recommendation by Compass. Compass is not the publisher or speaker of any information on the site that is provided by third-party content providers or by Users, and Compass is not liable for any claims related to that information. Any mention on the site of products or services provided by third parties is for informational purposes only and constitutes neither an endorsement nor a recommendation by Compass. Compass assumes no responsibility for those products or services. Any dealings among any User and any third parties mentioned on or found through the site are solely between the User and the third parties, and are subject to any terms, conditions, warranties, or representations associated with those dealings.

6. Username and password
User may be required to select a username and password when accessing certain portions of the site. Compass may refuse to grant a Username/Nickname that impersonates someone else, is protected by trademark or proprietary law, or is vulgar or otherwise offensive, as determined by Compass’s sole discretion. User is solely and fully responsible for maintaining the confidentiality of his/her username and password, and is solely and fully responsible for all activities that occur under his/her username and password. User agrees to: (a) immediately notify Compass of any unauthorized use of a username and password or any other breach of security and (b) ensure that User logs off at the end of each session. Compass will not be liable for any loss or damage arising from User’s failure to comply with this Section 6.

7. Privacy Policy
Please review our Privacy Policy found at compassmedsolutions.com/privacy-policy/ to understand our practices relating to the collection and use of your personal information.

8. Disclaimer and limitation of liability
Although Compass has attempted to provide accurate information on the site, it makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness, or completeness of that information and assumes no responsibility for any errors or omissions in that information. USER ACCESSES THIS SITE AT HIS OR HER OWN RISK. THE SITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING, TRADE OR PERFORMANCE, ARE SPECIFICALLY DISCLAIMED. NEITHER Compass NOR ITS AFFILIATES, EMPLOYEES, AGENTS, OR THIRD-PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON THIS SITE, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY, OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL Compass OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, OR ASSIGNS BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THIS SITE, ANY COMPATIBILITY BETWEEN THE WEBSITE AND THE USER’S FILES, AND THE USER’S BROWSER OR OTHER SITE ACCESSING PROGRAM.

THE PROVISIONS IN THIS SECTION ARE APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF Compass, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO, OR USE OF, USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. USER AGREES THAT Compass IS NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THIS SITE.

USER AGREES NOT TO SEEK TO HOLD Compass OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS, OR THIRD-PARTY CONTENT PROVIDERS LIABLE FOR ANY TORTIOUS OR ILLEGAL CONDUCT OF OTHER USERS OR ANY DAMAGE TO EQUIPMENT, HARDWARE, OR OTHER PROPERTY OF USER OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH USE OF THE SITE.

9. Indemnification
User understands and agrees that he or she is personally responsible for his or her behavior on this site. User agrees to indemnify, defend, and hold harmless Compass, its directors, officers, employees, agents, and assigns from and against all losses, expenses, damages, costs (including, but not limited to, direct, incidental, consequential, exemplary, punitive, and direct damages), reasonable attorneys’ fees, resulting from or arising out of the User’s use, misuse, or inability to use the site or any violation by the User of this Agreement.

10. Termination of Agreement
Either Compass or User may terminate this Agreement at its discretion. In addition to Compass’s other rights, Compass may terminate access to this site or cancel membership to any service that Compass provides on the site if User breaches this Agreement in any way or engages in conduct that Compass deems inappropriate. In the event of termination of this Agreement, the provisions found in Sections 4, 5, 8, 9, 10 and 11 shall survive.

11. Governing laws
The site is based in the United States. Access to the site may not be legal by certain persons or in certain countries. If you access the site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

This Agreement will be governed by the internal laws of the State of Indiana, without regard to its choice of law provisions. You agree that any action arising out of or relating to this Agreement may be brought only in a court of competent jurisdiction in Indiana, and you hereby consent to the jurisdiction, venue and convenience of such courts.

14. Miscellaneous
This Agreement constitutes the entire agreement between Compass and User regarding the subject matter hereof. Any previous agreement, whether oral or written, between Compass and User dealing with the subject matter hereof is superseded.

Upon User’s breach of this Agreement, Compass may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages as well as injunctive relief. Compass’s remedies are cumulative and not exclusive. Failure of Compass to exercise any remedy or enforce any portion of this Agreement at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter.

User agrees that, regardless of any statute or law to the contrary, any claim or action arising out of or regarding this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

DMS MAV 10904849v1