MSV User Agreement 

THIS IS A BINDING AGREEMENT between the Medical Society of Virginia (“MSV,” “we,” “us,” or “our”) and any person (“you” or “your”) who accesses and uses the Medical Society of Virginia website (“Service”). Please read the entire Agreement carefully before accessing or using the Service. 

BY CLICKING THE “I ACCEPT” BUTTON AT THE END OF THIS AGREEMENT OR BY ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICE, YOU EXPRESSLY AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, REGARDLESS OF WHETHER YOU HAVE ACTUALLY READ THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST CLICK THE “I DO NOT ACCEPT” BUTTON AT THE END OF THIS AGREEMENT AND WE WILL PROMPTLY CANCEL THIS TRANSACTION AND YOU MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SERVICE. 

User ID and Password

Access to the Service is protected by a User ID and Password chosen by you after you accept this Agreement (your “IDs”). Your IDs are personal to you. You agree that you will not allow another person to use your IDs to access and use the Service. You are responsible for maintaining the strict confidentiality of your IDs and for any charges, expenses, damages, or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Service using your IDs. You agree to immediately notify us if you become aware of any unauthorized use of your IDs or other need to deactivate an ID due to security concerns. 

Scope of Use Rights

You are permitted to access and use the information available through the Service only under the terms and conditions of this Agreement and for your own internal business use. You are prohibited from sharing the information obtained from the Service with anyone outside of your business. You are permitted only to access and use information related to your business. You are strictly prohibited from defeating our security measures and accessing or using any information available through the Service about any other Medical Society of Virginia (or its affiliates) member or authorized users. 

Security

You will be solely responsible for the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on the Service. You will be solely responsible for overseeing and managing your representatives’ access and use of the Service. You will be solely responsible for any authorized or unauthorized access to or use of your account by any person. 

Privacy

We respect your privacy and the privacy of your representatives that access or use the Service. We will comply with the terms of the MSV Privacy Policy as posted on the MSV web site from time to time.  You acknowledge that you have no expectation of privacy with respect to the Internet generally. Your IP address is transmitted and recorded with each message you send to the Service. We reserve the right to use the information that we collect about you and your use of the Service for our own internal purposes. 

Responsibility for Employees, Contractors, and Other Representatives

If you allow your employees, contractors, and/or other representatives (your “representatives”) to access the Service on your behalf or your representative use your IDs or otherwise access the Service or information, your representatives must comply with the terms of this Agreement. You acknowledge and agree that you will be liable for all of the actions of your representatives in connection with their use of the Service, regardless of whether you have authorized them to access and use the Service. In addition, you will be responsible for all of the actions of your former employees, contractors, and other representatives that access the Service using your IDs. 

Your Representations

You represent and warrant to us that: (a) you and all or your representatives are over the age of eighteen (18) and have the power and authority to enter into and perform the obligations under this Agreement; (b) all information provided by you or your representatives is truthful, accurate and complete; (c) you and your representatives will comply with all terms and conditions of this Agreement; and (d) the person accepting this Agreement on your behalf has full authority to do so. 

Prohibited Uses

You are solely responsible for any and all acts and omissions that occur under your account or IDs, and you agree not to engage, and to ensure that your representatives do not engage, in unacceptable use of the Service, which includes, without limitation, use of the Service to: (a) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Service or any other computer network; (b) disseminate, store or transmit viruses, trojan horses or any other malicious code or program; or (c) engage in any other activity deemed by us to be in conflict with the spirit or intent of this Agreement. You agree not to attempt to alter or modify the MSV website or the Services and/or any components of the Service.  You agree not to attempt to decompile or otherwise reverse engineer any component of the Service.  You agree not to introduce, and to prevent the introduction of malicious software into the Service, including without limitation, viruses, worms or other items that could impair the Service. You agree not to use or alter the Service in any manner that results in a violation of intellectual property rights of MSV or any third party.  You agree not to provide any information that is known to be false or inaccurate.  

Termination

This Agreement is effective upon your acceptance and will continue in full force until terminated. You may terminate this Agreement for any reason upon five (5) business day’s prior notice to us. We reserve the right, in our sole discretion and without notice, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Service; (b) suspend your access to or use of all or any portion of the Service; and (c) terminate this Agreement. 

Disclaimer of Warranties

THE SERVICE AND ITS CONTENTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE SERVICE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DO WE MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICE. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, OR TIMELINESS OF THE INFORMATION CONTAINED IN THE SERVICE. WE MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE.  YOU AGREE THAT YOU ARE USING THE SERVICE AT YOUR OWN RISK AND WE ARE NOT RESPONSIBLE FOR ANY DAMAGES IN CONNECTION WITH YOUR USE OF THE SERVICE. 

Information not Final

The information available on the Service is not final or binding upon us, but is provided to you as a courtesy. We reserve the right (but will not have any obligation) in our sole discretion to change or delete any information contained on the Service without notice. 

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR INJURY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SERVICE, ANY CHANGES TO OR INACCESSIBILITY OF THE SERVICE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT

SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SERVICE, OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SERVICE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, AND EVEN IF WE KNEW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE FOR YOU TO DISCONTINUE USE OF THE SERVICE AND TERMINATE THIS AGREEMENT. 

Ownership and Use of Content

All of our website design, text, graphics and the selection and arrangement thereof are protected by copyrights of The Medical Society of Virginia; © 2008 The Medical Society of Virginia. All Rights Reserved. 

This website, including but not limited to its contents, is protected by the copyright laws of the United States and foreign countries. Title to the content is owned by us or our licensors, and all use thereof inures to the benefit of us or our licensors. Except as otherwise limited herein, you may download and print a single copy of the content solely for your internal business purposes and not for any commercial purpose or use, provided that such content must not be altered in any way and must contain all copyright and proprietary rights notices that accompany such content. All rights not expressly granted herein are reserved to us and our licensors. You agree that you will not upload or transmit any content of any type that infringes or violates the rights of anyone. The Service and any portion thereof may never be used by anyone to create or re-create a similar or competing service. Any use of the content not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark and other laws. ANY UNAUTHORIZED OR UNAPPROVED USE OF ANY OF THE CONTENT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUBJECTS YOU TO ALL CIVIL AND CRIMINAL PENALTIES PROVIDED FOR UNDER DOMESTIC AND INTERNATIONAL COPYRIGHT, TRADEMARK, AND OTHER LAWS AND TREATIES. 

All authorized use is further subject to your agreement not to obliterate, change, or remove the proprietary notices that are contained in the content, if any, such as the copyright notice: "Copyright 2008 Medical Society of Virginia. All Rights Reserved." 

If you or your representatives violate these or any other terms of this Agreement, your permission to use or continue using the Service and its content terminates automatically. 

Indemnification

You agree to indemnify, hold harmless and defend us and our shareholders, members, directors, officers, employees, affiliates, business partners, licensors 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) this Agreement; (b) your use of the Service, including any data or work transmitted or received by you; and (c) any unacceptable use of the Service, including, without limitation, any statement, data or content made, transmitted or republished by you which is prohibited as unacceptable under this Agreement. Our shareholders, members, directors, officers, employees, affiliates, business partners, licensors and agents are express third party beneficiaries of this Agreement. 

No Extraterritoriality

We are based in Richmond, Virginia, in the United States of America. We make no claims that the Service is appropriate for, or may be accessed or downloaded by, persons residing outside of the United States of America. Access to our Service and its content may not be legal by certain persons in certain countries. If you access this Service from outside the United States of America, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. 

Miscellaneous

We will have the right, at any time and without notice, to add to or modify the terms of this Agreement and you will be bound by such amended terms.  Amendments will be effective when adopted by us.  Without limiting the foregoing terms, you agree that delivery of an amendment to you by e-mail at the address provided to us by you or posting of the amended Agreement on the MSV website will be deemed to serve as notice to you of the amended terms. Without limiting the foregoing terms, your access to or use of the Service after the date such amended terms shall be deemed to constitute acceptance of such amended terms. 

All notices that you give to us shall be in writing and shall be sent to us at the address below, or to such other address as we may, from time to time, provide you.  Notices that we give to you shall be deemed to be delivered when sent by e-mail to the e-mail address you last provide to us. You hereby consent to notice by e-mail.  

This Agreement is made in and shall be governed by the laws of the State of Virginia, including, without limitation, the Virginia Uniform Computer Information Transactions Act and the Virginia Uniform Electronic Transactions Act, without reference to conflicts of laws. 

All actions, claims or disputes arising under or relating to this Agreement shall be brought in the federal or state courts in Richmond, Virginia. The parties irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or state courts in Richmond, Virginia. The parties hereby irrevocably waive any and all objections which any party may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts in Richmond, Virginia and to the laying of venue of any such suit, action or proceeding brought in any such federal or state court in Richmond, Virginia. 

If we take any action in law or in equity to enforce the terms of this Agreement, we will be entitled to recover reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which a court determines we are entitled. 

If our performance is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, you agree that we are excused from such to the extent that it is prevented, hindered or delayed by such causes. 

The terms and provisions of the sections regarding “Responsibility for Employees, Contractors, and Other Representatives,” “Disclaimer of Warranties,” “Limitation of Liability,” “Indemnification,” and “Miscellaneous” shall survive any termination or expiration of this Agreement. 

This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Service and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Service; provided, however, your use of the MSV website is also subject to the MSV Terms of Use, as amended from time to time. 

You may not assign your rights under this Agreement without our prior written permission. Any attempt by you to assign your rights under this Agreement without our permission shall be void. The waiver by us of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different kind. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. Except as expressly provided under the section regarding “Indemnification”, there are no third party beneficiaries under this Agreement. 

Thank you for using our Service. We hope you find it helpful and convenient to use! Questions or comments regarding this Service should be directed by electronic mail to webmanager@msv.org or by U.S. Mail to The Medical Society of Virginia, 2924 Emerywood Parkway, Suite 300, Richmond, Virginia 23294-3746. 

YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS & CONDITIONS OF THIS AGREEMENT.