QSight® Terms of Use

Read Terms of Use Before Accessing Site
Updated May 25, 2021

1. Terms of Use

Access to the webpages comprising QSight®, including QSight® Bill Only Management™, and Implant Purchase Management (collectively, the “Site”), is provided by Owens & Minor Distribution, Inc. (“O&M”). For purposes of these Terms of Use, O&M means and includes O&M’s affiliates, and their respective directors and employees.

Each time you use or cause access to the Site, you agree to be bound by the following terms and conditions (“Terms of Use”). Please read these Terms of Use carefully before using the Site. Your access, link to or use of this Site constitutes your acceptance of the Terms of Use. If you do not agree to these Terms of Use, you should not use the Site.

You may be a user under the license of a paid QSight Services Agreement or similar agreement providing the license for your use (“MasterAgreement”). If there is an inconsistency or conflict between a Master Agreement and these Terms of Use, these Terms of Use controlwith regards to your individual activity and rights related to using the Site.

If you do not agree to the terms and conditions of this Terms of Use, you should immediately cease all usage of this Site.

2. Updates

The Terms of Use may be amended from time to time with or without notice to you. Modifications become effective immediately upon being posted. Accordingly, please continue to review the Terms of Use whenever accessing, linking to, or using this site. Your access, link to, or use of the site, or any service on this site, after the posting of modifications to the Terms of Use constitutes your acceptance of the Terms of Use, as modified. If, at any time, you do not accept the Terms of Use, you may not access, link to, or use the site.

3. User Requirements

This Site may not be accessed or used by anyone under the age of 18. You must have permission to use the Site with valid login credentials from O&M or an O&M customer under a Master Agreement. You may not use this site if you are an O&M competitor or work for a company that offers a competitive service to QSight regardless of whether you have valid login credentials.

4. No Warranty

THE FACT THAT O&M HAS MADE THE DATA AND SERVICES PROVIDED ON THE SITE AVAILABLE TO YOU DOES NOT CONSTITUTE (X) A RECOMMENDATION THAT YOU PERFORM A PARTICULAR PROCEDURE OR TREATMENT PLAN OR USE A PARTICULAR PRODUCT; (Y) A REPRESENTATION THAT PRODUCTS OR SERVICES OFFERING INVENTORIED OR LISTED ON THIS SITE IS SUITABLE OR APPROPRIATE FOR THE USER OR A PATIENT; OR (Z) A REPRESENTATION THAT INVENTORY OR BILLING INFORMATION AVAILABLE ON THE SITE IS COMPLETE OR ACCURATE.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND INFORMATION ON THE SITE IS TO STOP USING THE SITE.

ALL CONTENT ON THE SITE IS NOT COMPREHENSIVE INFORMATION OF THE RISKS RELATED TO A GIVEN MEDICAL COMPONENT, DEVICE, OR PROCEDURE. YOU SHOULD NOT CONSTRUE THE MATERIAL CONTAINED ON THE SITE AS BUSINESS, FINANCIAL, INVENTORY, OR MEDICAL ADVICE. YOU SHOULD NOT MAKE THE INFORMATION AVAILABLE THROUGH THIS SERVICE THE PRIMARY BASIS FOR ANY MEDICAL TREATMENT OR INVENTORY OR BILLING MANAGEMENT DECISIONS. YOU MAY WANT TO CONSULT MEDICAL PROFESSIONALS CONCERNING ALL CONTEMPLATED PROCEDURES, USE OF MEDICAL COMPONENTS OR DEVICES, AND INVENTORY MANAGEMENT DECISIONS.

ALL CONTENT ON THE SITE IS PRESENTED ONLY AS THAT INFORMATION IS AVAILABLE AT THE TIME OF YOUR ACCESS AND MAY BE SUPERSEDED BY SUBSEQUENT CIRCUMSTANCES. YOU ARE RESPONSIBLE FOR ENSURING THAT THE INFORMATION YOU RECEIVE IS TIMELY INFORMATION.

NOTHING ON THIS SITE IS A SOLICITATION TO BUY OR AN OFFER A MEDICAL PROCEDURE OR OTHER MEDICAL PRODUCT OR SERVICE.

THE SITE IS PROVIDED BY O&M ON AN "AS IS" AND ON AN "AS AVAILABLE" BASIS.

O&M DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR COURSE OF PERFORMANCE OR DEALING, AND ANY WARRANTIES THAT MATERIALS ON THE SITE ARE NON-INFRINGING. O&M MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE USE OR THE RESULTS OF THIS SITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. O&M DOES NOT WARRANT THAT THE SITE, SERVICES, OR ANY COMPONENT THEREOF, WILL MEET THE REQUIREMENTS OF THE USER OR THAT THE OPERATION OF THE SITE, SERVICE, OR ANY COMPONENT THEREOF, WILL BE UNINTERRUPTED OR ERROR FREE. O&M DOES NOT WARRANT THAT THE SITE WILL BE SECURE; THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SITE WILL BE COMPLETE, ACCURATE OR TIMELY.

IF YOU DOWNLOAD MATERIALS OR USE INFORMATION PROVIDE ON THIS SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. O&M DOES NOT UNDERTAKE AND HAS NO OBLIGATION TO CORRECT OR UPDATE INFORMATION CONTAINED ON THIS SITE. O&M SHALL HAVE NO LIABILITY FOR ANY INTERRUPTIONS IN THE USE OF THIS SITE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES; THEREFORE, THE ABOVE- REFERENCED EXCLUSION IS INAPPLICABLE IN THOSE JURISDICTIONS. O&M MAY NOT OWN OR CONTROL THE THIRD-PARTY WEBSITE THAT LINKED YOU TO THE SITE. YOU EXPRESSLY WAIVE APPLICATION OF CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

5. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, O&M IS NOT LIABLE FOR DAMAGES, LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWEVER ARISING, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES OR EXPENSES, OR INVESTMENT LOSSES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSS, ARISING IN CONNECTION WITH THIS SITE OR ANY PARTY’S INABILITY TO USE THE SITE, OR IN CONNECTION WITH ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR SITE FAILURE, EVEN IF O&M OR ITS REPRESENTATIVES ARE ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, LOSSES OR EXPENSES.

ACCESS HYPERLINKS TO OR FROM OTHER INTERNET RESOURCES AT YOUR OWN RISK AND IT IS YOUR RESPONSIBILITY TO TAKE ALL PROTECTIVE MEASURES TO GUARD AGAINST VIRUSES OR OTHER DESTRUCTIVE ELEMENTS; THE CONTENT, ACCURACY, OPINIONS EXPRESSED AND OTHER LINKS PROVIDED BY THESE RESOURCES ARE NOT ENDORSED BY O&M.

IT IS YOUR SOLE RESPONSIBILITY TO ISOLATE SOFTWARE AND INFORMATION, EXECUTE ANTI-CONTAMINATION SOFTWARE AND OTHERWISE TAKE STEPS SO THAT DOWNLOADED SOFTWARE OR INFORMATION, IF CONTAMINATED OR INFECTED, WILL NOT DAMAGE USER’S INFORMATION OR SYSTEM.

THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS. IF THE FOREGOING DISCLAIMER OF LIABILITY IS HELD TO BE INVALID OR UNENFORCEABLE, YOU AGREE THAT THE MAXIMUM CUMULATIVE AGGREGATE LIABILITY OF O&M TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE) AT ANY TIME SHALL BE THE LESSER OF 100USD OR THE AGGREGATE CUMULATIVE AMOUNT PAID BY YOU TO O&M UP TO AND INCLUDING THE TIME OF THE INCURRENCE OF THE LIABILITY, IF ANY, TO ACCESS THE SITE. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.

6. Indemnification

You agree to indemnify, defend and hold harmless O&M, its parents, subsidiaries, affiliates, officers and employees from any claim or demand, including reasonable attorneys' and experts’ fees and costs, arising out of (i) your use of this Site or use of this Site, including information made available to you through this Site; (ii) the use of this Site by anyone using your credentials; (iii) the violation of this Terms of Use.

O&M reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you based on a third-party claim and, in that case, you agree to cooperate with O&M in the defense of the matter.

7. Use of Links

The Site may include links to other sites or resources, or you may be linked to this site from other sites. These links are provided solely as a convenience to you and not an endorsement by O&M of the contents of third-party sites or resources. O&M does not control or endorses other sites. O&M has not reviewed or approved content that appears on other sites or other sites’terms of use or privacy policies. O&M IS NOT RESPONSIBLE FOR THE LEGALITY, TIMELINESS, ACCURACY, COMPLETENESS OR APPROPRIATE NATURE OF INFORMATION, DATA OR OTHER CONTENT, ADVERTISING, OFFERINGS, PRODUCTS, OR SERVICES LOCATED ON OR THROUGH ANY OTHER THIRD-PARTY SITES OR RESOURCES, OR ANY LOSS SUFFERED BY YOU. IF YOU DECIDE TO ACCESS A LINKED SITE, YOU DO SO AT YOUR OWN RISK.

8. Disclaimer Regarding Accuracy of Third-Party Information on this Site

O&M provides information on the Site supplied by third parties. O&M does not endorse or independently verify the information provided by third parties, does not guarantee the accuracy, completeness, timeliness or correct sequencing of information, and assumes no responsibility for content displayed on this Site that a third party provides.

You are solely responsible for determining whether to use the products the Site inventories and tracks and you are solely responsible for decisions you make based on information available via the Site. All content on the Site is presented only as that information is available at the time of your access and may be superseded by subsequent circumstances. You are responsible for ensuring that the information you receive is timely information.

9. Privacy

Your access to and use of this Website may be monitored, including for the purpose of identifying illegal or unauthorized activities. O&M may monitor the Site and collect and use data about your usage but has no affirmative obligation to monitor your user account.

10. Information Security and Data Privacy

O&M shall utilize reasonable technical and organizational controls that are designed to prevent unlawful or unauthorized access, use, alteration or disclosure of information user inputs into the System. O&M has no responsibility for information that user stores outside of the Site.

O&M does not have responsibility for the wireless and other networks used to access your account. O&M is not liable for the privacy and security of your wireless data. O&M is not responsible for your inability to access information or utilize Site functionality because of issues related with your computer or mobile device’s connectivity. You are solely responsible for the security of your device and network and use and storage of information from the Site.

You are responsible for data security laws applicable to your business, including but not limited to, the European Union’s General Data Privacy Rights, the California Consumer Protection Act, Health Insurance Portability and Accountability Act, and all other applicable state, federal, and international data security laws.

11. Registration and Account Creation

As part of the registration and account creation process necessary to obtain access to certain portions of the Site, you will select or be granted a username and a password. You will provide O&Mwith certain registration information, all of which must be accurate, truthful, and updated.

You shall not: (i) select a username already used by another person; (ii) use a username in which another person has rights without the person's authorization; or (iii) use a username or password that O&M, in its sole discretion, deems offensive or inappropriate. O&M reserves the right to deny creation of your account based on O&M’s inability to verify the authenticity of yourregistration information.

You shall be solely responsible for maintaining theconfidentiality of your password. Youshall immediately notify O&M of known or suspected unauthorized use of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or bank account or other sensitive information by sending an email to O&M’s support desk email address. You will cooperate with O&M in its investigation and follow up activity, including corrective action, following an unauthorized or fraudulent use of your account.

You are fully responsible for all usage and activity on your account, including, but not limited to, use of the account by any third party accessing your account under your username and password. It is your responsibility to review your transaction history on the Site to confirm authorized use.

O&M can terminate your ability to use the Site or your account in its sole discretion.

O&M retains the right, at its sole discretion, to terminate any user accounts involved with botnets and related activities. If any hostnames are used as command and control points for botnets, then O&M reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at our discretion.

12. Site Use Restrictions

Unauthorized use of the Site, including, unauthorized entry into the Site or misuse of Site information is strictly prohibited. Specifically, you expressly agree that you shall not:

· use this Site in any manner that could damage, disable, overburden or impair any of O&Msite or service or interfere with any other party's use and enjoyment of any O&M site or service.

· attempt to gain unauthorized access to the Site or O&M’s network through hacking, password mining or any other means.

· engage in activities using this Site or information from it that are contrary to applicable laws or regulations, including, without limitation, those governing, consumer and investor protection, anti-discrimination, and false advertising.

· violate third-party rights, including privacy rights, copyright, trademark, patent, trade secrets or other intellectual property or proprietary rights, including accessing without permission.

· engage in harmful, threatening, abusive, sexually explicit, obscene, libelous, or other objectionable conduct.

· misrepresent affiliation or relationships with another person, persons, or entity.

· use another person’s account.

· distribute viruses or other code that affects the Site or the software or hardware of O&M or Site users, including interrupting communication, destroying information, or limiting its functionality.

· reverse engineer, decompile, disassemble, or otherwise attempt to discover the Site’s source code.

· rent, lease, sublicense, sell, assign, or otherwise transfer rights in or to the Site, including duplicates, or derivative works of the Site.

· remove notices or labels on the Site.

· intentionally use, post, transmit, or introduce any device, software, or routine which interferes or attempts to interfere with operation of the Site.

· utilizedatabase or screen scraping to capture information outside the Site’s intended reporting capabilities.

· link the Site to or from any website containing content that is in O&M’ssole discretion profane, obscene, or inappropriate.

· engage in data mining, deep link, page scrape or use bots/spiders or similar data gathering and extraction tools or methods in connection with this Site.

· attempt to circumvent the Site’s security features.

· probe, scan, or test the vulnerability of the Site or any network connected to the Site or breach the security or other authentication measures on the Site or any network connected to the Site.

· use the Site in a fraudulent manner.

· make statements, representations, or warranties concerning the Site on behalf of O&M.

· use the Site in any way or for any reason to compete with O&M.

13. Governing Jurisdiction

This Terms of Use will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without reference to its choice of law principles. The venue for any dispute will be Richmond, Virginia. The parties each irrevocably waive their right to a trial by jury in any action arising from or relating to the use of the Site.

14. Copyright and Trademark Information

All content and material, including, but not limited to documents, designs, logos, graphics, artwork, images, photographs, audio clips, video clips, databases, text, HTML and other material on the Site, including the selection and arrangement and look and feel of the Site, copyrights, trademarks, service marks and tradenames (collectively, the “IP Content”) is (as between the User and O&M) the sole property of O&M and unless otherwise indicated, and is legally protected under U.S. federal and state, as well as foreign, laws, regulations and treaties, including applicable copyright, trademark and other intellectual property laws.

Except as otherwise explicitly agreed in writing, the content available on this Site may only be downloaded, displayed, reformatted and printed for the Sites intended uses, provided that (a) you do not modify the IP Content; (b) you retain any and all copyright and other proprietary notices contained in the IP Content; and (c) you do not copy, post, distribute or transmit the IP Content on any other Site or via any network computer, or broadcast the IP Content in any media. You may not reproduce, retransmit, distribute, disseminate, sell, publish, frame, broadcast or circulate the content available on this Site to anyone, including but not limited to, others in your same organization, without O&M's express prior written consent.

As may be further set forth in a Master Agreement, O&M may use suggestions for modifications and improvements and derivatives (“Suggestions”) in its discretion. Suggestions that O&M incorporates in the Site and derivatives are O&M’s intellectual property and you grant O&M a nonexclusive, perpetual, world-wide, royalty-free, sublicensable right to use in any way all Suggestions you may provide.

15. Notification of Claimed Copyright Infringement

Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, O&M designates the following individual as its agent for receipt of notifications of claimed copyright infringement.

By Mail:

Owens & Minor Distribution, Inc.
Attn: General Counsel

9120 Lockwood Boulevard

Mechanicsville, VA 23116

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