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Cogi Systems, LLC Terms and Conditions

This policy is effective as of January 1, 2008. In this disclosure, you'll find details about our Terms and conditions for acceptable use. We want you to make an educated choice, so please read this disclosure carefully to understand the options available to you.

Terms of Use for the Cogi Systems Web and the eMinder reminder service.
Last updated August 26, 2008

Terms of Use

General

Cogi Systems LLC operates the eMinder electronic reminder service. Any person accessing or using the Cogi Systems Web and/or the eMinder service web site is referred to as “you”.

Acceptance of Terms

By accessing or using any part of the Cogi Systems Web or the services provided as set forth below (collectively, the “Services”), you agree to accept and comply with the terms, conditions, and notices stated herein and as may be modified by Cogi Systems LLC from time-to-time without notice to you (the “Terms of Use”). These Terms of Use constitute a binding contract between Cogi Systems LLC and you. You are responsible for regularly reviewing the Terms of Use. If you do not wish to be bound by these Terms of Use, please do not access or use any part of the Cogi Systems Web or its service.

All Sales Final

All Sales Final means that no refunds, merchandise credits or exchanges are accepted. All evaluations are required to be conducted within the trial period offered for the desktop edition as described in the End User License Agreement (EULA). Online versions are monthly subscription based, and can be cancelled at any time. There are no refunds for unused portions of a subscription cycle

General Use of the Cogi Systems Web and eMinder service

Unless specified otherwise, Cogi Systems LLC offers you access to the eMinder service solely for end user opt-in reminder uses. You agree to only access or use the eMinder service only for legal purposes that are permitted by the Terms of Use. Among other things, you agree not to:

except with the express written permission of Cogi Systems LLC, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another Web page, use on any other Web site, transfer or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Cogi Systems and/or eMinder web site, including without limitation, engaging in the practices of "screen scraping," "database scraping," or any other activity with the purpose of obtaining lists of users or other information;
damage, disable, overburden, or impair the eMinder service or interfere with any other party's use of the eMinder service;
obtain or attempt to obtain any materials or information through any means not made readily accessible by Cogi Systems through the Cogi Systems or eMinder web.

Except with the express written permission of Cogi Systems, you agree that you will not access or attempt to access password protected, secure or non-public areas of the Cogi Systems or eMinder web. Except with the express written permission of Cogi Systems, you agree that you will not create links from any Web site or Web page to any page within the Cogi Systems or eMinder web; provided however upon prior written notice to Cogi Systems at support@cogisystems.com, you may create a link directly to the eMinder home page, including, but not limited to pages currently located at http://www.cogisytems.com/eMinder. The origin of any link to any Cogi Systems page must be accompanied by a clear and prominent attribution indicating that the link is connected to the Cogi Systems home page. By creating a link to the Cogi Systems eMinder web, you agree that (a) you will not employ any technology that results in the placement of content from the Cogi Systems in a frame and/or a reduced pop-up window and/or any other display mechanism which changes appearance of the Cogi Systems or eMinder web from how it would appear if a user typed the URL in a typical browser line, (b) your site shall not display content or link to other web sites that contain content that is illegal, obscene, indecent, disparaging, discriminating or otherwise offensive, (c) you have duly registered your domain name and possess all rights necessary to use the same, and (d) you shall not in any manner access, collect, store, disclose, transfer or use any information obtained or derived from a user's access to or use of the Cogi Systems and/or eMinder web. Cogi Systems reserves the right to revoke your permission to create such link at any time in its sole discretion and you agree to immediately cease using the link at any time that Cogi Systems so requests.

You agree that Cogi Systems may in its sole discretion and at any time terminate your access to and use of the Cogi Systems and or eMinder web, or any part thereof, with or without notice. You further agree that use of the Cogi Systems and/or eMinder web and any of its Services shall be immediately terminated if you violate these Terms of Use. In addition, Cogi Systems reserves the right, in its sole discretion, to modify or discontinue the Services or any portion thereof, with or without notice, and without liability to you.

The Services provided through the Cogi Systems and eMinder may also be located on third party servers and use third party applications, via a link, or otherwise. In addition, Cogi Systems does not make any representation or warranty with respect to carrier services, and is not responsible for their availability, sufficiency, veracity, completeness, or timeliness. You are responsible for confirming the sufficiency and reliability of any carrier services, and you hereby release Cogi Systems from any and all claims, demands, liability and damages (actual or consequential) of every kind and nature, known and unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with your use of such Services.

The Content Contained in the Cogi Systems Web

The Cogi Systems Web and all of its contents including, but not limited to, all information, text, messages, images, photos, illustrations, designs, icons, video clips, sounds, files, trademarks, copyrighted material, trade dress, software, specifications, catalogs, literature, technical information, and other content or materials on the Cogi Systems Web (collectively, “Content”) is owned by Cogi Systems LLC with all rights reserved unless otherwise noted.. Cogi Systems grants you a limited license to access and use the eMinder Web and Content solely for periodic reminder message configuration. You are strictly prohibited from downloading (other than page caching) modifying, or making any other use of the Cogi Systems and/or eMinder Web or Content, except with express written consent of Cogi Systems. You understand that all content transmitted using the eMinder service is the sole responsibility of the you, originator of such Content. Content is provided through eMinder service AS IS, and you agree that the use of and reliance on any Content is at your own risk, and that under no circumstances shall Cogi Systems be liable for any Content or for any loss or damage of any kind incurred as a result of the use of any Content made available via the Services. You acknowledge that Cogi Systems does not screen or approve your Content, and that Cogi Systems shall have eMinder, for any reason.

Content You Provide

To the extent that you post, upload, input, submit or otherwise transmit (collectively, “Transmit” or “Transmitting” as appropriate) Content on or through the eMinder service, you agree to provide true, accurate and complete information and to refrain from impersonating or falsely representing your affiliation with any person or entity. You are entirely responsible for all Content that you provide or otherwise make available via the eMinder Web. You also warrant and represent that you own or otherwise control all of the rights to such Content including, without limitation, all the rights necessary for you to Transmit such Content, and to transfer your or others’ interests in such Content to Cogi Systems as provided below.

Transmit any Content not related to appropriate subject matters;
which is misleading to others, including consumers;
that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
that you do not have a right to post and transmit under any law or under contractual relationships;
such that such posting, uploading, or transmission constitutes the infringement of any patent, trademark, trade secret, HIPAA regulations, copyright or other proprietary rights of any party;
Send SPAM. SPAM is defined as sending more than 100 simultaneous (messages reasonably close together in transaction time) unsolicited messages.
and materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
or, intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law, including the Civil Rights Act of 1866, the Fair Housing Act, the Americans with Disabilities Act, and the Equal Credit Opportunity Act.

By Transmitting Content through the eMinder service, you grant, and you represent and warrant that you have the right to grant, to Cogi Systems an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute the Content and to prepare derivative works of, or incorporate into other works, the Content, and to grant and authorize sublicenses (through multiple tiers) of the foregoing.

Cogi Systems is committed to maintaining the privacy and security of any and all such information that you provide to Cogi Systems through the Cogi Systems Web in accordance with its Privacy Policy. Please click here to review the Cogi Systems privacy policy.

General Terms

Applicable Law

This Terms of Use is governed by the laws of the State of Minnesota, U.S.A. without regard to conflicts of laws principles. You hereby consent to the exclusive jurisdiction and venue of courts sitting in Minnesota, County of Hennepin in all disputes arising out of or relating to accessing or using of the Cogi Systems and/or eMinder Web. Access or use of the Cogi Systems Web is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Cogi Systems as a result of the Terms of Use or accessing or using the Cogi Systems Web. Cogi System's performance under the Terms of Use is subject to existing laws and legal process, and nothing contained in the Terms of Use is in derogation of Cogi System's right to comply with governmental, court and law enforcement requests or requirements relating to your access or use of the Cogi Systems Web or information provided to or gathered by Cogi Systems with respect to such use.

Interpretation of the Terms of Use

If any part of the Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations contained herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Use shall continue in effect. Unless otherwise specified herein (or in any other definitive written agreement between you and Cogi Systems), the Terms of Use constitutes the entire agreement between you and Cogi Systems with respect to the Cogi Systems and eMinder Web and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Cogi Systems with respect to the Cogi Systems and eMinder Web. A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Confidentiality

The site was developed to provide a service to patients and other stakeholders. Although we have taken precautions to abide by the legal requirements of medical/health information privacy, we cannot guarantee the confidentiality of this site. You are cautioned against sending any information that you deem confidential and proprietary, and you waive claims regarding any third-party's access to or use of confidential information.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF AND RELIANCE UPON ANY AND ALL OF THE COGI SYSTEMS AND EMINDER WEB, SERVICES AND/OR CONTENT IS AT YOUR SOLE RISK AND IS MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS. COGI SYSTEMS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, OR GUARANTEES WITH REGARD TO THE APPROPRIATENESS, ACCURACY, SUFFICIENCY, CORRECTNESS, VERACITY, VALUE, COMPLETENESS, OR TIMELINESS OF THE COGI SYSTEMS WEB, SERVICES AND/OR CONTENT. COGI SYSTEMS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Indemnification

YOU AGREE TO INDEMNIFY AND HOLD COGI SYSTEMS, CORPORATE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS AND DEMANDS, INCLUDING, BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF ANY CONTENT, SUBMITTED, POSTED, OR OTHERWISE PROVIDED BY YOU TO THE COGI SYSTEMS WEB OR SERVICES AND ANY BREACH BY YOU OR YOUR AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES OF THESE TERMS OF USE.

Limitation of Liability

IN NO EVENT SHALL COGI SYSTEMS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE COGI SYSTEMS WEB OR THE EMINDER SERVICE, WITH THE DELAY OR INABILITY TO ACCESS OR USE THE COGI SYSTEMS WEB OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY CONTENT, SOFTWARE, PRODUCTS AND SERVICES MADE AVAILABLE OR OBTAINED THROUGH THE COGI SYSTEMS WEB, OR OTHERWISE ARISING OUT OF THE USE OF THE COGI SYSTEMS WEB, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF COGI SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ANY SERVICES OR CONTENT MADE AVAILABLE OR OBTAINED THROUGH THE USE OF THE COGI SYSTEMS WEB, AND ALL OTHER USE OF THE COGI SYSTEMS WEB, IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS THEREFROM. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE COGI SYSTEMS WEB, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE COGI SYSTEMS WEB.

Copyright

All materials on the Cogi Systems Web (as well as the organization and layout of the Cogi Systems Web) are owned and copyrighted or licensed by Cogi Systems. © Cogi Systems, LLC. 2006, all rights reserved. No reproduction, distribution, or transmission of the copyrighted materials on the Cogi Systems Web is permitted without the written permission of Cogi Systems. Any rights not expressly granted herein are reserved.

Pursuant to Title 17, United States Code, Section 512, notifications of claimed copyright infringement should be sent to Cogi System’s Designated Agent set forth below. All inquiries must be filed in accordance with Title 17, United States Code, Section 512.

Lange Law Offices
112 5th Street East, Suite 201
Chaska, MN 55318
Telephone: (952) 368-9314