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Terms of Service

Term of Service

PLEASE READ THE FOLLOWING TERMS OF SERVICE ("TOS") CAREFULLY AS SUCH TERMS OF SERVICE GOVERN YOUR MEMBERSHIP ACCESS TO THE PHYSICIANS DIRECT MARKETPLACE OPERATED BY STERLING HEALTHCARE LOGISTICS, LLC ("PDR", "SHL" AND/OR THE "COMPANY") AND ALL SERVICES OFFERED THROUGH SHL INCLUDING, BUT NOT LIMITED TO, THE PURCHASE OF PRODUCTS AND SERVICES, ACCESS TO THE PDR MARKETPLACE WEBSITE AND ACCESS TO CONTENT AND THIRD PARTY WEBSITES AFFILIATED WITH SHL. BY ACCEPTING THE TERMS AND CONDITIONS SET FORTH BELOW, YOU ARE ACCEPTING MEMBERSHIP IN AND HEREBY GRANTED ACCESS TO CONTENT ON THE PDR MARKETPLACE WEBSITE (the "Site" or "Website"). Membership in the PDR Marketplace, access to and use of the PDR Marketplace website are subject to the following terms and conditions and other applicable law. If you do not agree to these terms and conditions and do not wish to be a member of the PDR Marketplace, please do not click "Agree" review any content or use the site in any manner whatsoever. SHL reserves the right to update or change these TOS at anytime by posting the most current version of the TOS on the website. Your continued use of your membership privileges and use of the Site after we post any changes to the TOS signifies your agreement to any such change. If you do not agree to these TOS, you must immediately discontinue use of the Site and terminate your membership in the PDR Marketplace.

Purpose

The PDR Marketplace provides PDR members with discounts on medical supplies, equipment, software, health information technology products, computer equipment, office supplies and services, among other products. Members may also be provided with links to the shopping carts of various third party vendors and suppliers through the Site, as well as information that is pertinent to the medical community. All contracted vendors will have access to a roster of all members for the purpose of rostering all members so that contracted discounts will be applied to each member. Use of the Site and services provided to members is void where prohibited.

Proprietary Rights

The entire content of this site, including, but not limited to graphics, text, logos, button items, icons, images, data compilation and all other materials (collectively, the "Marks") is owned by Company or its licensors and is protected by copyright, patents, trademarks, trade secrets and/or other proprietary rights, including under the United States copyright laws. Company owns a copyright in the selection, coordination, arrangement and enhancement of such content and a copyright in the Site. Company Marks may not be used in connection with any product or service that does not belong to Company, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Company. You agree not to use any Marks for any purpose at all without the appropriate prior written authorization of Company, which may be withheld in the Company's sole discretion. You may not copy, publish, transmit, distribute, perform, sell, create derivative works of, or in any way exploit, any of the content, in whole or in part, without Company's prior written consent or the appropriate third party owner's consent.

No License Granted

Except for allowing you to become a member and use the Marketplace for its intended use, you understand and acknowledge that you are not receiving a license or any other rights from the Company, including, but not limited to any intellectual property or proprietary rights. By becoming a member, you are not an owner or equity holder in Company, but only entitled to the membership-based benefits with regards to products and services set forth herein and provided on the Site.

Membership Fees and Termination

There is a fee to be a Member of and have access to the PDR Marketplace, and you must be a member to enjoy PDR Marketplace's discounted pricing for products and services. Any PDR member may terminate their membership at any time by filling out the necessary information in the "opt-out" option on the Site. Access to the Site, as well as all membership and pricing benefits will cease to be available immediately upon cancelling membership. Only the individual practice who enters into this Agreement is entitled to the rights and membership benefits provided hereunder. In the event that Company determines you are sharing your membership benefits with a non-member or in any other way violating this TOS, Company reserves the right to suspend and/or revoke your membership. In the event that Company suspends or revokes your membership, you will not be entitled to a refund of the monthly membership fees that you had paid as part of your ongoing membership. However, upon cancellation or suspension of your membership, you will no longer be charged the monthly membership fee. Company's proprietary rights, disclaimer of warranties, indemnities, limitations of liability and miscellaneous provisions shall survive any termination of your membership.

Third Party Vendors Products and Services

Company reserves the right to contract with third party vendors on behalf of its members in order to provide all discounted products and services to its membership. Member authorizes Company as its agent to negotiate and enter into agreements with vendors as well as affiliate agreements on behalf of its members. You may order products, services, or capital equipment through the Company affiliates (collectively, the "Third Parties") through the Marketplace, directly, through links on the Site or through individual vendor sales representatives. All matters concerning the services, merchandise and other products desired from the Third Parties, including but not limited to purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and the Third Parties. Company makes no warranties or representation whatsoever with regard to any services, merchandise or other products sold by the Third parties. You will not consider Company, and we will not be construed as, a party to such transactions, whether or not we may have received some form of revenue or other remuneration in connection with such transactions, and we will not be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to the transactions.

Compliance

Member shall comply with applicable laws and regulations, including 42 U.S.C. Section 1320a -7b(b)(3)(A) and the discount "safe harbor" regulation set forth at 42 C.F.R. Section 1001.952(h). Any discounts provided are considered a discount off the purchase price that needs to be reported and or reflected in Member's records of its acquisition costs to the extent required by applicable federal or state law.

Modifications of Products and/or Services

Company may add, modify, discontinue and/or terminate any of the Products, Product Websites, Services and or Content, or any portion thereof, for any reason, at any time, at Company's sole and absolute discretion.

Communications from COMPANY

By accepting these TOS and becoming a member of the PDR Marketplace, you will receive electronic communications from the Company from time to time with regards to your purchase of products or services as well as other communications, not to be excessive.

Governing Law, Jurisdiction and Venue

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without giving effect to its conflict of laws provisions or your actual state or country of residence. The parties agree to submit to the personal and exclusive jurisdiction of the courts located in the County of Clark, Nevada. In any litigation, arbitration or other proceeding relating to this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys' fees. If for any reason a court of competent jurisdiction finds any provision or portion of the Agreement to be unenforceable, the remainder of the Agreement will continue in full force and effect. You shall not assign Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without Company's prior written consent. Any such purported assignment or delegation will be null and void and of no force or effect. The provisions of this Agreement shall be deemed to be the result of arms length negotiations between and among the parties, and it shall not be construed strictly for or against any party.

Arbitration

YOU UNDERSTAND AND AGREE THAT ALL CLAIMS, DISPUTES OR CONTROVERSIES BETWEEN YOU AND COMPANY, INCLUDING BUT NOT LIMITED TO COMPANY's PARENTS, AFFILIATES, SUBSIDIARIES, MANAGERS, OFFICERS, DIRECTORS, OWNERS AND EMPLOYEES, RELATED COMPANIES, AND/OR ANYONE ELSE ACTING ON BEHALF OF COMPANY, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO CLAIMS IN TORT OR CONTRACT LAW, CLAIMS BASED UPON ANY FEDERAL, STATE OR LOCAL STATUTE, LAW, ORDER, ORDINANCE OR REGULATION, AND THE ISSUE OF ARBITRABILITY, SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION THROUGH ADR SERVICES, INC OR A COMPARABLE ARBITRATION ASSOCIATION AS MAY BE DETERMINED BY THE MUTUAL CONSENT OF THE PARTIES OR BY AN ARBITRATOR. ANY CONTROVERSY CONCERNING WHETHER A DISPUTE IS ARBITRABLE SHALL BE DETERMINED BY THE ARBITRATOR AND NOT BY THE COURT. JUDGMENT UPON ANY AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED BY ANY STATE OR FEDERAL COURT HAVING JURISDICTION THEREOF. THIS ARBITRATION CONTRACT IS MADE PURSUANT TO A TRANSACTION IN INTERSTATE COMMERCE AND ITS INTERPRETATION, APPLICATION, ENFORCEMENT AND PROCEEDINGS HEREUNDER SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT ("FAA"). NEITHER YOU NOR COMPANY SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. THE PARTIES VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT THEY HAVE TO A JURY TRIAL.

No Warranty by COMPANY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PRODUCTS, PRODUCT WEBSITES AND/OR CONTENT IS ENTIRELY AT YOUR OWN RISK. ALL PRODUCTS, PRODUCT WEBSITES AND/OR CONTENT ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS WITH NO WARRANTIES WHATSOEVER. COMPANY AND ITS SUPPLIERS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. THE INFORMATION CONTAINED IN THE PRODUCTS, PRODUCT WEBSITES, CONTENT OR OTHER MATERIALS YOU MAY RECEIVE FROM COMPANY DO NOT CONSTITUTE LEGAL, TAX, ACCOUNTING OR OTHER PROFESSIONAL ADVICE. OTHER THAN THE ITEMS EXPRESSLY AND CLEARLY SET FORTH IN THESE TERMS AND CONDITIONS, COMPANY MAKES NO WARRANTY THAT: (I) THE PRODUCTS WILL BE PROVIDED ERROR-FREE; (II) THE EXECUTIONS, EFFECTIVENESS, SUCCESS OR RESULTS OF ANY AND ALL THIRD PARTY VENDORS CONTRACTED BY COMPANY TO PROVIDE SERVICES TO YOU; AND, (III) ANY RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS OR CONTENT WILL PROVIDE FOR ANY COST SAVINGS BENEFIT OR BE RELIABLE IN NATURE.

Indemnity

You agree to defend, indemnify, and hold harmless Company from and against any third party claim arising from or in any way related to your use of the Products, Product Websites, Services and/or Content, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM OR IN ANY WAY CONNECTED TO YOUR ACCESS AND USE OF, OR INABILITY TO USE, THE PRODUCTS, PRODUCT WEBSITES, CONTENT OR MEMBERSHIP BENEFITS, OR FROM YOUR ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE UPON ANY OF THE PRODUCTS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. SOME JURISDICTIONS EITHER DO NOT ALLOW OR PLACE RESTRICTIONS UPON THE EXCLUSION OR LIMITATION OF DAMAGES IN CERTAIN TYPES OF AGREEMENTS; FOR THESE JURISDICTIONS, THE AFOREMENTIONED LIMITATION ON LIABILITY SHALL APPLY TO THE MAXIMUM DEGREE PERMITTED BY APPLICABLE LAW. IF, NOTWITHSTANDING THE ABOVE, LIABILITY IS IMPOSED UPON COMPANY, THEN YOU AGREE THAT COMPANY'S TOTAL LIABILITY TO YOU FOR ANY AND ALL OF YOUR LOSSES OR INJURIES DETERMINED TO BE A DIRECT RESULT OF COMPANY'S ACTS OR OMISSIONS, REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE CLAIM, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO COMPANY FOR YOUR MEMBERSHIP FEES IN THE PDR MARKETPLACE. Without limiting the foregoing, under no circumstances shall COMPANY be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, terrorism (foreign or domestic), governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

Notices

All notices or other communications to Company hereunder shall be in writing, delivered by: (i) email transmission, (ii) by courier, or (iii) by overnight mail. Notice shall be deemed given when verifiably delivered to the address specified below or such other address as may be subsequently specified in a written notice in accordance with this Section. Sterling Healthcare Logistics, LLC 2595 Fremont Street Las Vegas, NV 89104 Company may provide you with notices regarding the Products and Services, Product Websites, and/or Content or these Terms and Conditions by regular mail, email, or postings to this Company Website.

Entire Agreement/Miscellaneous

These Terms and Conditions and other policies Company may post as set forth herein constitute the entire Agreement between Company and you in connection with your use of the Marketplace Websites (if applicable), the Products, and the Content, supersede any prior versions of the Terms and Conditions, if applicable. Company may update these Terms and Conditions from time to time by posting revised Terms and Conditions on this Website or the Product Websites without notice to you, and your subsequent use of the Products, Services, Product Web Sites, and/or Content is governed by those new Terms and Conditions. The Terms and Conditions are effective until terminated by Company or as otherwise set forth in this Agreement. In the event of termination, the Copyrights, Trademarks, Disclaimers, Governing Law, Jurisdiction and Venue, Arbitration, and Limitations of Liability provisions set forth in these Terms and Conditions will survive. In the event of a conflict between any other notice, policy, disclaimer or other term contained in this or any Product or Service Websites or otherwise, these Terms and Conditions will control. The section headings are for convenience only and do not have any force or effect.

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