ADD Terms and Conditions of Service

By entering into an OFFICITE Service Agreement (“Service Agreement”) and obtaining the right to use the Services (as hereinafter defined) provided by OFFICITE, LLC (“OFFICITE”) the Customer executing the Service Agreement (“Customer”) agrees to be bound by the following Terms and Conditions of Service (“Terms and Conditions”). For the purposes of these Terms and Conditions, “Services” means all services in connection with the design, development, maintenance and hosting by OFFICITE of a web site on the World Wide Web in accordance with the information provided, e-mail and other Service Options selected by Customer in the Service Agreement (“Customer’s Web Site”).

1. Applicability, Modification

• These Terms and Conditions shall apply to Services provided by OFFICITE to Customer under the Service Agreement or any other agreement between OFFICITE and Customer, to the exclusion of any terms and conditions specified by Customer on a purchase order, acknowledgement, payment, or other document or form.
• No modification of these Terms and Conditions shall be effective unless agreed in writing by OFFICITE. These Terms and Conditions may be amended by OFFICITE by giving at least 30 days advance notice to Customer by e-mail or regular mail. By using the Services following the effective date of the modification, Customer shall be deemed to have accepted the amendment. A copy of the most current Terms and Conditions will also be available at www.officite.com/saderm

2. Services, License

• OFFICITE will design, develop, maintain and host Customer’s Web Site in accordance with the information provided in the Service Agreement and the Service Options selected by Customer. Unless otherwise requested by Customer and to the extent permitted by the domain name registrar, Officite will register the Customer’s domain names (URLs) in the name of the Customer as the registrant (or such other name as the Customer shall specify), with Officite as the contact for billing, technical and administrative matters.
• Customer will be offered upgrades, enhancements, technical assistance or other support services when and as they are offered by OFFICITE to its customers generally, provided the scope, type, availability, fees and other terms applicable thereto will be at the sole discretion of OFFICITE.
• OFFICITE hereby grants Customer a personal, non-transferable nonexclusive, limited license to use Customer’s Web Site for Customer’s internal business purposes in accordance with these Terms and Conditions (the “License”).
• Customer may not sublicense, assign, or transfer the License, and any attempt to do so shall be void and with no effect.

3. Fees

• Fees for Services, including without limitation setup fees for Customer’s Web Site, recurring fees for maintenance and hosting of Customer’s Web Site and other fees for Service Options, are set forth in the Service Agreement. All maintenance fees, hosting fees and other recurring fees are subject to change from time to time by OFFICITE giving at least 30 days advance notice to Customer by e-mail or regular mail. If Customer does not accept a fee adjustment, Customer may terminate the Service Agreement by giving written notice to OFFICITE prior to the effective date of the change.
• Fees for set-up of Customer’s Web Site and other one-time fees for Service Options selected on the Service Agreement will be due upon acceptance of the Service Agreement by OFFICITE unless otherwise agreed by OFFICITE.
• All recurring fees, including without limitation fees for maintenance and hosting of Customer’s Web Site and other Service Options, will commence and be due and payable on the first day of the applicable billing cycle (i.e. monthly, quarterly or annually). The first day of a billing cycle shall be either: (i) the start date indicated on the Service Agreement for a particular Service if the start date is the first day of a month; or (ii) the first day of the month immediately following the start date if the start date is any day other than the first day of a month. OFFICITE may, at its option, bill for a partial month from the date OFFICITE first publishes Customer’s Web Site on the World Wide Web until the first day of the applicable billing cycle, based on a daily pro-ration of the applicable fee for the number of days the Service is provided. A quarterly billing cycle shall be a three month period beginning the first day of the first billing cycle and the first day of every three month period thereafter. An annual billing cycle be a one year period beginning the first day of the first billing cycle and every anniversary thereafter.
• Fees for Services are to be paid by Customer’s credit card identified in the Payment Options section of the Service Agreement, except annual recurring fees and set-up or other one-time fees may be paid in advance by check, at OFFICITE’s option.
• Customer represents, warrants and covenants that: (i) Customer will pay all fees incurred by Customer as set forth in the Service Agreement or these Terms and Conditions, including any applicable taxes; (ii) the credit card information supplied by Customer is true, correct and complete; and (iii) the fees incurred by Customer will be honored by the credit card company identified by Customer. If any charges to Customer’s credit card made by OFFICITE are rejected, charged back or otherwise not processed by Customer’s credit card company, or if Customer’s credit card is cancelled for any reason, Customer will provide to OFFICITE information for a substitute credit card which may be used from that point forward under the Service Agreement. If any charge for Services is more than thirty (30) days delinquent from the applicable due date, OFFICITE may, at its option, discontinue the Services including the maintenance and hosting of Customer’s Web site and e-mail in accordance with OFFICITE’s policies and procedures. Customer may reactivate its account and reestablish the delivery of Services within thirty (30) days after any such discontinuation by payment of all unpaid amounts owed to OFFICITE plus a $200.00 reinstatement fee.

4. Intellectual Property Rights, Ownership and Use

• Except as provided in Section 4.2, all intellectual property rights in and with respect to the Services, including without limitation the rights in the libraries, photos, data, designs, forms, documents or information or other content supplied by OFFICITE (collectively the “OFFICITE Content”), as between OFFICITE and Customer, are and shall remain the property of OFFICITE. Customer’s rights to use the Services and OFFICITE Content are limited to the rights granted to Customer under these Terms and Conditions. Customer does not acquire ownership rights to the OFFICITE Content or any other document or materials accessed through Customer’s Web Site. The posting or availability of OFFICITE Content on Customer’s Web Site does not constitute a waiver of any right of OFFICITE in such information and materials. The Services, including Customer’s Web Site and the OFFICITE Content, are solely intended for the personal use of Customer in connection with its practice. As such, the License is personal and may not be sublicensed, assigned, conveyed or otherwise transferred to a third party by Customer.
• Customer will own the Customer Web Site File (as hereafter defined) developed for Customer by OFFICITE under the Platinum Service Option. For the purposes of these Terms and Conditions, the “Customer Web Site File” shall mean the computer file containing executable code that, when loaded and operating on a web server utilizing a hosting environment specified by OFFICITE, produces the Web Site specifically developed by OFFICITE for Customer in conformity with the requirements and specifications supplied by Customer, provided the Customer Web Site File specifically excludes: (i) any OFFICITE Content; or (ii) any code that executes functions specific to the OFFICITE hosting environment that may be included in such file. Upon expiration or termination of this Agreement for any reason under Section 6.1, OFFICITE shall provide the Customer Web Site File to Customer. Customer acknowledges that third party software may be necessary for Customer or another service provider to host and maintain a fully functional site on the World Wide Web using the Customer Web Site File. OFFICITE shall have a non-exclusive limited license to use the Customer Web Site File in connection with the delivery of Services.
• Without limiting the generality of the foregoing, the OFFICITE Content, and the organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the OFFICITE Content and other materials used by OFFICITE in connection with the delivery of Services are protected under applicable copyright, trade secret and other intellectual property laws. In connection with its practice, Customer may provide to Customer’s patients excerpts from the OFFICITE Content. Otherwise, except as expressly permitted in these Terms and Conditions, Customer may not reproduce, publish, create derivative works from, distribute, transmit, sublicense, participate in the transfer or sale of, modify, or in any way exploit, the OFFICITE Content or other materials used in connection with the delivery of Services.
• All intellectual property rights in and with respect to the photos, data, information and other content supplied by Customer for posting on Customer’s Web Site (“collectively Customer Content”), as between OFFICITE and Customer, are and shall remain the property of Customer. OFFICITE shall have a non-exclusive limited license to use the Customer Content on Customer’s Web Site and otherwise in connection with the delivery of Services.
• OFFICITE reserves the right in its sole discretion to edit, add or delete the OFFICITE Content or any other photographs, graphics, designs or other materials appearing on Customer’s Web Site.
• With respect to the computer software used to deliver the Services and/or provided to Customer in connection with the Services (“Software”), the owners or licensors of the Software retain all right, title and interest, including any intellectual property rights, in and to the Software and all portions thereof, and no title to the Software, or any intellectual property rights in the Software, is transferred to Customer. Neither Customer nor any third party to is permitted to: (i) sublicense, rent, lease, sell, offer to sell, distribute, or otherwise transfer rights to any Software; (ii) copy the Software (other than as expressly provided herein); (iii) remove any proprietary markings, copyright, notices, logos, trademarks, trade names or labels on the Software and/or documentation for the Software; (iv) use any database software embedded in the Software as a general SQL server, as a stand-alone database or with applications other than the Software; (v) use any Software on any computer not controlled by Customer; or (vi) allow any third party, other than Customer’s employees, agents and consultants (“Internal Users”) to use the Software.

5. Hosting Requirements & Services

• All information infrastructure, including servers, software and network devices shall be physically located at a data center or other site selected by OFFICITE.
• A copy of the source materials for Customer’s Web Site will be held in escrow by the Certified Public Accounting firm Mowery & Schoenfeld, Vernon Hills, Illinois. In the case of a Customer with the Platinum Service Option, the source materials shall consist of the Customer Web Site File. In the event Customer is not in breach of this Agreement and OFFICITE ceases to do business as a going concern for any reason, upon written request to OFFICITE and Mowery and Schoenfeld, the source materials will be made available to Customer for hosting of Customer’s Web Site by Customer or another service provider. Customer acknowledges that third party software may be necessary for Customer or another service provider to host and maintain a fully functional site on the World Wide Web using the source materials for Customer’s Web Site.
• OFFICITE will use reasonable commercial efforts to maintain its information technology systems, facilities and services used to deliver Services in an operational and accessible condition. OFFICITE reserves each Sunday from 12:01 AM until 6:00 AM, or other reasonable period of time selected by OFFICITE (“Maintenance Window”) for maintenance activities on the systems, network or data center used to provide Services. Services provided by OFFICITE may be interrupted during some or all of the Maintenance Window. If a disruption in Services should occur (other than as a result of a force majeure event under Section 5.4), OFFICITE will use reasonable commercial efforts to remedy the situation. OFFICITE shall not be deemed to be in breach of this Agreement and Customer shall not be permitted to claim damages due to non-accessibility or disruption in Services during a Maintenance Window or as a result of a force majeure event under Section 5.4.
• Any delays in or failures of delivery of Services by OFFICITE shall not be considered a breach of the Service Agreement or these Terms and Conditions if and to the extent caused by occurrences beyond the reasonable control of OFFICITE, including, but not limited to acts of God, acts, regulations or laws of any government, strikes or other concerted acts of workers, failures or delays by third parties not under the direct control of a party, fires, floods, explosions, riots, wars, rebellion and sabotage. Any time for performance hereunder shall be extended by the actual time of delay caused by such occurrence. OFFICITE shall promptly give notice to Customer of such occurrences and their cessation.
• Customer agrees that it will use the Services in a lawful manner for lawful purposes and in accordance with the Service Agreement and these Terms and Conditions. Customer will comply at all times with all applicable laws and regulations. Customer is responsible for knowing what constitutes unlawful acts. Customer hereby indemnifies and holds OFFICITE harmless for any losses, claims, damages or liabilities arising out the unlawful use of the Services by Customer or any customer of Customer.
• OFFICITE has the right to refuse to provide further Services for Customer if at any time it becomes apparent to OFFICITE that the Services are being utilized by Customer or a customer of Customer in a manner deemed by OFFICITE, in its sole discretion, to be unlawful, inappropriate or damaging to OFFICITE’s image or reputation. Customer acknowledges and agrees that such unlawful, inappropriate or damaging use of the Services shall be a breach of this Agreement.

6. Term and Termination

• The term of the Service Agreement shall be month to month. The Service Agreement may be terminated by either party giving thirty (30) days written notice to the other party. The effective date of termination shall be the last day of the calendar month in which such 30th day occurs. The prorated portion of any quarterly or annual fees previously paid for unused Services through the date of termination shall be refunded to Customer by OFFICITE.
• If requested by Customer prior to the expiration or termination of the Service Agreement, upon such expiration or termination and payment of the applicable transfer fee, OFFICITE will transfer to Customer or a substitute vendor designated by Customer: (i) the URLs registered in OFFICITE’s name for the benefit of Customer and identified on the Service Agreement or (ii) any designation of Officite as the contact for billing, technical and administrative matters with respect to the URLs .

7. Search Engine Registration OFFICITE will submit information concerning Customer’s Web Site to one or more search engine services selected by OFFICITE. OFFICITE provides no representation or warranty, either express or implied, that Customer’s Web Site will be accepted by any search engine service.

8. Customer Satisfaction

If for any reason whatsoever Customer is not completely satisfied with the Services, Customer may notify OFFICITE in writing within thirty (30) days of the execution of the Service Agreement and OFFICITE will refund any amount paid by Customer prior to the date of notification in excess of fifty percent (50%) of the set-up fees specified in the Service Agreement. Upon payment of the refund, the Services shall be discontinued and the Service Agreement terminated.

9. Trademarks

OFFICITE, OFFICITE, LLC and the OFFICITE, LLC logo are trademarks of OFFICITE. Customer’s use of the Services shall not be deemed to be a grant of any right, title, license or interest in or to these trademarks.

10. Links to Other Web Sites

Customer’s Web Site may contain links to, or may be accessible from, links within related or unrelated web sites and resources. OFFICITE shall not be liable for any loss, injury, claim, liability or damages of any kind arising out of or in connection with such links.

11. Disclaimers

• CUSTOMER AGREES THAT OFFICITE, ITS SERVICE PROVIDERS, SUBCONTRACTORS AND THIRD PARTY LICENSORS OF SOFTWARE WILL NOT BE HELD LIABLE FOR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN THE DELIVERY OF SERVICES OR THE SOFTWARE, INCLUDING WITHOUT LIMITATION FOR ANY DIRECT DAMAGES ARISING OUT OF ANY OF THE FOREGOING.
• OFFICITE does not represent or endorse the accuracy or reliability of any OFFICITE Content. THE SERVICES AND SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OFFICITE FURTHER MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB OR OTHER SUCH COMPUTER PROGRAM. OFFICITE, ITS SERVICE PROVIDERS, SUBCONTRACTORS AND THIRD PARTY LICENSORS OF SOFTWARE DO NOT WARRANT THAT THE SOFTWARE WILL MEET ANY OR ALL OF BUYER’S OR ITS INTERNAL USERS’ NEEDS OR REQUIREMENTS, THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT ALL ERRORS IN THE SOFTWARE WILL BE CORRECTED OR THAT THE FUNCTIONALITY OF THE SOFTWARE WILL BE UNINTERRUPTED. CUSTOMER HEREBY ACKNOWLEDGES THAT USE OF THE SERVICES IS AT ITS SOLE RISK.
• OFFICITE does not and cannot control the flow of data to or from OFFICITE’S network, the Internet or Customer’s systems which are dependent upon the performance of the Internet, and/or telecommunications or other service providers. OFFICITE does not guarantee that failures of the Internet, and/or providers of telecommunications or other services will not occur. The conduct of third parties can affect Customer’s access to the Internet or other telecommunications services used by Customer. Customer acknowledges that telecommunications services, circuits or associated interface equipment can be disrupted or blocked by viruses, worms or other attacks. Accordingly, there may be periods of time when Customer’s access to or utilization of the Internet, telecommunications, or other services will be disrupted or blocked, or OFFICITE may be required to disable Customer’s connections to the Internet or other services in order to isolate problems or defeat attacks by third parties. Furthermore, Customer acknowledges that: (i) the Internet, telecommunications and other services are not totally secure, and communications on the Internet or through telecommunications or other services may be intercepted, copied, read and/or altered without detection by anyone who gains access thereto; (ii) OFFICITE cannot guarantee the delivery or nondisclosure of such communications; and (iii) OFFICITE is a distributor of Internet services and does not have editorial control over the content of any Customer communications. For the purposes of these Terms and Conditions, the term “telecommunications” shall be deemed to include the communication of information of all forms (including without limitation voice and data) via any wired (whether metallic, fiber optic or other form of cable connection) or wireless means.

12. Liability

• If for any reason OFFICITE, its service providers, subcontractors, or licensors of third party Software are held to be liable to Customer for any default or breach howsoever arising, such liability to Customer shall in no case exceed the prorated monthly hosting fee charged by OFFICITE during the Service disruption to which the default or breach relates.
• IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, SHALL OFFICITE, ITS SERVICE PROVIDERS, SUBCONTRACTORS AND THIRD PARTY LICENSORS OF SOFTWARE, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY REASON, INCLUDING WITHOUT LIMITATION FOR: (I) THE SUSPENSION OR TERMINATION OF THE DELIVERY OF SERVICES BY OFFICITE UNDER SECTION 3.5, SECTION 5.3, SECTION 5.4 OR SECTION 5.6; OR (II) SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION INTERRUPTED BUSINESS OPERATIONS, LOST PROFITS, LOST SAVINGS, DAMAGES ARISING FROM LOSS OF CONTENT, LOSS OF USE, LOSS OF DATA OR LOST SALES, DAMAGE TO OR LOSS OF USE OF EQUIPMENT OR FACILITIES, LOSS OF SERVICES, DOWNTIME COSTS, OFFSITE STORAGE OF DATA, OR CLAIMS OF CUSTOMERS OF CUSTOMER FOR SUCH DAMAGES. CUSTOMER SHALL INDEMNIFY OFFICITE, ITS SERVICE PROVIDERS, SUBCONTRACTORS AND THIRD PARTY LICENSORS OF SOFTWARE AGAINST ANY SUCH CLAIMS FROM CUSTOMER’S CUSTOMERS. THE FOREGOING LIMITATIONS AND DISCLAIMERS SHALL APPLY WHETHER OR NOT THE POSSIBILITY OF SUCH SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES HAS BEEN DISCLOSED IN ADVANCE TO OR COULD HAVE BEEN FORESEEN BY OFFICITE, ITS SERVICE PROVIDERS AND THIRD PARTY LICENSORS OF SOFTWARE AND REGARDLESS OF WHETHER ANY REMEDY AVAILABLE TO CUSTOMER FAILS OF ITS ESSENTIAL PURPOSE.
• THE CONSIDERATION TO BE RECEIVED BY OFFICITE HEREUNDER DOES NOT INCLUDE COMPENSATION FOR THE COST OF INSURING THE RISKS AND LIABILITIES DISCLAIMED BY OFFICITE. THE LIMITATIONS AND DISCLAIMERS OF OFFICITE’S OBLIGATIONS AND LIABILITIES ARE INTENDED TO APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND THE INVALIDITY OF APPLICATION THEREOF TO ANY GIVEN CIRCUMSTANCE SHALL NOT AFFECT SUCH APPLICATION TO ANY OTHER CIRCUMSTANCE. SUCH LIMITATIONS AND DISCLAIMERS ARE INTENDED TO PREVAIL OVER ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY.
• Customer’s Internal Users shall either: (i) be given notice of terms substantially similar to provisions of Section 11.1, Section 11.2 and Section 12.2 and be required to agree to the same by a click through procedure prior to utilizing any Services; or (ii) be required by Customer to comply with such terms as a condition of utilizing any Services.

13. Indemnification

• 13.1 Customer hereby agrees to indemnify, defend and hold OFFICITE, and its officers, directors, agents, vendors, licensors and subcontractors (collectively, the “Indemnified Parties”) harmless from and against any and all claims, liability and costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any claim arising out of: (i) any breach by Customer of the Service Agreement, these Terms and Conditions or any other contract between OFFICITE and Customer; (ii) claims based upon representations made by Customer; (iii) any use of the Customer’s Web Site or Services; (iv) information and services provided by Customer, and
• (v) any and all actions, conduct or acts of omission of Customer.
• 13.2 Customer shall cooperate as fully and as reasonably required in the defense of any claim. OFFICITE reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Customer.

14. Privacy

Customer’s use of the Services indicates Customer’s acceptance of OFFICITE’s Privacy Policy. OFFICITE’s Privacy Policy provides in part that OFFICITE may disclose information about usage of Customer’s Web Site and demographics pertaining thereto so long as such disclosure does not reveal users’ personal identities, unless such disclosure is required to protect against violations of the Service Agreement or these Terms and Conditions, or to protect and defend OFFICITE’s rights or property or the rights or property of third parties.

15. No Waiver

The failure by OFFICITE at any time or for any period to enforce any one or more of these Terms and Conditions shall not be a waiver of them or a waiver of the right to enforce the Terms and Conditions on a future occasion.

16. Law

• Each of the Terms and Conditions shall be read and construed independently of each other so that if one or more is held to be unlawful it shall not affect the validity or enforceability of the remainder of the Terms and Conditions.
• The Service Agreement and these Terms and Conditions shall be construed in accordance with Illinois Law without reference to choice of law provisions. Any action brought by Customer or OFFICITE to enforce the Service Agreement and these Terms and Conditions shall be brought in the Circuit Court of DuPage County, Illinois or the United States District Court for the Northern District of Illinois, Eastern Division, and the parties hereby consent to the jurisdiction of those courts for these purposes.

17. Subcontractors

OFFICITE may, in its reasonable discretion, engage one or more subcontractors in connection with the delivery of Services under the Service Agreement or to perform its obligations under these Terms and Conditions. These Terms and Conditions shall inure to the benefit of OFFICITE’s subcontractors and third party licensors of Software, who shall, at all times and for all purposes to the fullest extent permitted by law, be deemed to be third party beneficiaries of the Service Agreement and these Terms and Conditions.