OsteoCleanse® Website Portal Terms and Conditions of Use

PLEASE READ THESE ENTIRE TERMS AND CONDITIONS OF USE (“TERMS”) CAREFULLY BEFORE ACCESSING OR USING THIS WEBSITE OR THE PORTAL. IT IS A BINDING AGREEMENT BETWEEN YOU AND LIFENET HEALTH, INC. AND ITS SUBSIDIARIES AND OR AFFILIATES (COLLECTIVELY REFERRED TO AS "LIFENET HEALTH"). BY ACCESSING OR USING THIS WEBSITE OR PORTAL, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED THESE TERMS AND CONDITIONS OF USE AND AGREE TO THEM IN THEIR ENTIRETY. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS OF USE, YOU MUST STOP USING THE WEBSITE AND PORTAL IMMEDIATELY.

Scope. LifeNet Health provides the Website and the Portal to the Facility and its users in order to facilitate requests made by the Facility for Services. Except in limited circumstances, all requests for Services requiring use of the Forms should be made using the Portal. LifeNet may permit the Facility to use and submit paper Forms in limited circumstances, as determined by LifeNet. Facility must submit paper Forms for requests made for individuals who reside outside of the United States.

Definitions.

“Facility” means the healthcare facility that has entered into an agreement with LifeNet Health to provide storage and cleaning of autograft tissue using LifeNet’s OsteoCleanse® process.

“Facility Content” means the Forms that you submit to LifeNet Health.

“Forms” means the forms required by LifeNet Health for the Facility to request Services, including, but not limited to the OsteoCleanse® Service and/or Storage Request Form and the OsteoCleanse® Service / Storage Termination Form.

“Portal” means the LifeNet Health proprietary online systems through which the Facility, through its users, can interact with LifeNet Health and make requests relating to the Services.

“Services” means the storage and cleaning of autograft tissue provided by LifeNet Health to the Facility pursuant to the written agreement entered into by LifeNet Health and the Facility.

“Website” means the OsteoCleanse® website located at osteocleanse.lifenethealth.org made available by LifeNet Health to Facility and you for the purpose of accessing the Portal.

“You” means the authorized users designated by the Facility to access and use the Website and Portal on behalf of the Facility.

Registration. You must register with LifeNet Health and accept these Terms in order to access and use the Portal. Access to and use of the Portal requires each authorized user to have a unique username and password (“Credentials”). Unauthorized access or use is strictly prohibited. You may not share or provide your Credentials to anyone and you agree to keep your Credentials confidential. You are solely responsible for all activities that occur under your Portal account or using your Credentials. LifeNet shall not be liable for any losses that may result for any unauthorized use of your Credentials. You agree that LifeNet Health may act in reliance, without investigation, upon any activities made with or using your Credentials. You must immediately notify us of any unauthorized use of your Credentials, the Website or the Portal. The Facility is solely responsible for determining the users that will be authorized to access the Portal on behalf of the Facility and providing such information to LifeNet. In addition, the Facility must promptly notify LifeNet Health in writing when a user is no longer authorized to access and use the Portal on behalf of the Facility.

Submissions. You represent and warrant to LifeNet Health that the Forms andinformation you submit to LifeNet Health through the Portal are complete, true and correct. You agree that LifeNet Health may rely upon the Forms you submit, without investigation. You represent and warrant that you have obtained all necessary consents, authorizations and permissions required in connection with your submissions and requests. LifeNet Health may modify the Forms at any time without notice to you. You are responsible for using the current Forms, which will be made available to you through the Portal.

Use Restrictions. You agree that your use of the Website and Portal is for the Facility’s internal business purposes only in accordance with these Terms, as they may be amended from time to time. Your use of the Website and Portal is subject to all applicable federal, state and local laws and regulations. You may use the Portal only for its intended purposes and you shall not: (i) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights; (ii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Website or Portal; (iv) attempt to gain unauthorized access to the Website, Portal or its or their related systems or networks; (v) copy, modify, translate, or otherwise creative derivatives or improvements of the Website or Portal; (vi) transfer, sell, publish, assign, sublicense, lease, lend, rent or otherwise distribute the Website or Portal, or any features of the functionality of the Website or Portal to any third party for any reason; (vii) reverse engineer, decompile, disassemble, decode or otherwise attempt to derive or gain access to the source code of the Website or Portal; or (viii) use the Website or Portal in any unlawful manner, for any unlawful purpose or any manner that is prohibited by any LifeNet Health policy. All rights not expressly granted to you are reserved by LifeNet Health.

Termination. LifeNet Health may suspend or terminate your access to the Portal at any time without prior notice, including if LifeNet Health believes that you have violated these Terms. Upon such suspension or termination, your right to access and use the Portal will immediately cease, and LifeNet Health may, without liability to you or any third party, immediately deactivate or delete your Credentials.

Facility Content. As between the Facility and LifeNet Health, the Facility will own all Facility Content. LifeNet Health may delete all or a portion of the Facility Content consistent with LifeNet Health’s document retention policies or otherwise, at any time. The Portal should not be considered a storage, archival or back-up location tool with respect to any of the Facility Content.

Intellectual Property Rights. The Website and Portal are proprietary to LifeNet Health and are protected by intellectual property laws and international intellectual property treaties. All of content, including, but not limited to all pictures, images, text, photographs, icons, sounds, information, data, Forms, and other materials, software, graphics and design, featured, used, displayed or incorporated on the Website and/or Portal is owned by LifeNet Health, its licensors or its content providers. The Website and Portal and all of their contents and elements are protected by trade dress, copyright, trademarks, moral rights, and/or other laws relating to intellectual property rights. Any copying, re-publication, re-displaying, re-transmitting, or re-distribution of the Website, Portal or any content or elements is expressly prohibited without prior written consent of LifeNet Health. The Website, Portal, all such content and elements and all related rights shall remain the exclusive property of LifeNet Health, its licensors, or its content providers unless otherwise expressly agreed. You may not remove, alter or cover any copyright or other proprietary notices placed on the Website, Portal or any of the content contained in or available on this Website or Portal.

Modification to Terms. LifeNet Health reserves the right to modify these Terms at any time, without notice, effective upon posting of an updated version of these Terms on the Portal. You are responsible for regularly reviewing Portal for updates to these Terms. Your continued use of the Portal after any such changes constitutes your acceptance of the Terms, as amended.

Modification to Portal. LifeNet Health reserves the right to modify, revise or upgrade the Website and Portal from time to time without notice or liability to you or any third party.

Links to Third Party Sites. The Website may contain links and pointers to other websites and resources maintained or created by third parties. Any such links or pointers to other websites or resources do not constitute an endorsement by LifeNet Health of any third-party resources or their content.

Indemnification. You agree to indemnify, hold harmless and defend LifeNet Health, its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to: (a) your breach of these Terms; and (b) your use of the Website, Portal, any content and related rights.

Internet Delays. THE WEBSITE AND PORTAL MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LIFENET HEALTH IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Disclaimer of Warranties. THE WEBSITE AND PORTAL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND LIFENET HEALTH EXCLUDES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. YOU EXPRESSLY AGREE THAT THE USE OF THE WEBSITE AND PORTAL IS AT YOUR SOLE RISK. LIFENET HEALTH MAKES NO WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE WEBSITE AND PORTAL. LIFENET HEALTH MAKES NO OTHER WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, LIFENET HEALTH DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR PORTAL WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PORTAL AND ITS SERVERS WILL BE FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, THAT THE FACILITY CONTENT OR OTHER CONTENT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE AND PORTAL, INCLUDING ALL CONTENT TRANSMITTED, ACCESSED OR VIEWED THROUGH THE WEBSITE AND PORTAL IS AT YOUR SOLE RISK.

LifeNet Health will use reasonable efforts to notify you by posting a notice on the Portal of any scheduled maintenance to the Portal.

Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL LIFENET HEALTH BE LIABLE TO THE FACILITY, YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR PERSONAL INJURY OR DEATH, ARISING OUT OF OR RELATED TO YOUR ACCESS TO, USE OR INABILITY TO ACCESS OR USE THE WEBSITE OR PORTAL, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) EVEN IF LIFENET HEALTH OR ITS AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE WEBSITE AND PORTAL.

SOME STATES IN THE UNITED STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL DAMAGES, OR LIMITATIONS UPON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. Users may also have other rights that vary from state to state.

Privacy Policy. LifeNet Health’s privacy policy ("Privacy Policy") may be viewed at the Website (http://www.lifenethealth.org) or at its administrative office. LifeNet Health reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. To the extent there is an inconsistency between this Agreement and the LifeNet Health Privacy Policy, this Agreement shall govern.

General. These Terms shall be governed by Virginia law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. The parties agree that jurisdiction and venue for all suits relating to or arising out of this Agreement or the Service shall be proper only in the state or federal courts located in Virginia Beach, Virginia. You hereby consent and agree to the exercise of jurisdiction by such courts. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and LifeNet Health as a result of this Agreement or use of the Website or Portal. The failure of LifeNet Health to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by LifeNet Health in writing. These Terms comprise the entire agreement between you and LifeNet Health and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein.