Critical Medical Information^®, LLC (CMI) Subscription Agreement

BY CLICKING THE "I HAVE READ AND AGREED TO THE TERMS OF USE" BUTTON DISPLAYED AS PART OF THE REGISTRATION PROCESS, OR BY USING THIS SERVICE IN ANY MANNER, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF CMI'S ONLINE SERVICE, INCLUDING YOUR CMI FLASHDRIVE AND ANY OTHER OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE").  YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND A RESIDENT OF THE UNITED STATES OF AMERICA. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY CANCEL THE REGISTRATION PROCESS AND NOT USE THE SERVICE.

CMI will provide you with use of the Service, including a browser interface, transmission, access and storage.  Your registration for, or use of, the Service will be deemed to be your agreement to abide by this Agreement including any materials available on the CMI website incorporated by reference herein, including but not limited to CMI's privacy policy.

CMI's privacy policy may be viewed at https://secure.criticalmedicalinformation.com/page.php?nick=priv_pol&light.  CMI reserves the right to modify its privacy policy in its reasonable discretion from time to time.  As part of the registration process you will be asked whether or not you wish to receive e-mail offers/promotions, newsletters and other non-critical Service-related communications from CMI from time to time.  You may opt out of receiving such communications at that time or at any subsequent time by changing your preference, after you login, by accessing the Personal Contact Info section using the Edit mode.  Note that because the Service is a hosted, online application, CMI occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.  

CMI hereby grants you a non-exclusive, non-transferable right to use the Service, solely for your own health record keeping purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by CMI and its licensors.

You may not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) create Internet "links" to the Service or "frame" or "mirror" the Service on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.  You may use the Service only for your health record keeping purposes and may not: (i) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (ii) attempt to gain unauthorized access to the Service or its related systems or networks.

You are responsible for all activity occurring under your account, including activity by any third party (or parties) to whom you grant access (“Third Party Grantees”), and will abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.  All access to the Service with your password will be presumed authorized by you unless you notify CMI otherwise. You will: (i) notify CMI immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to CMI immediately and use reasonable efforts to stop immediately any copying or distribution of Service content that is known or suspected by you; and (iii) not impersonate another CMI user or provide false identity information to gain access to or use the Service.

CMI does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not CMI, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and CMI will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.  In the event this Agreement is terminated (other than by reason of your breach), CMI will make available to you any preexisting Customer Data for one hundred and eighty (180) days after the time of termination, however Customer Data cannot be updated during this period. If you do not renew your subscription within 180 days of the expiration or termination date, all of your Customer Data will be removed from the Service.  Notwithstanding the foregoing, CMI reserves the right to withhold, remove and/or discard Customer Data without notice for any breach of this Agreement, including, without limitation, your non-payment.

CMI alone (and its licensors, where applicable) will own all right, title and interest, including all related intellectual property rights, any site content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service.  Except with regard to the flash drives or Emergency Capsule™(s), this Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service or the intellectual property rights owned by CMI.  The CMI name, the CMI logo, and the product names associated with the Service are trademarks of CMI or third parties, and no right or license is granted to use them.

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service.  Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party.  CMI and its licensors will have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.  CMI does not endorse any sites on the Internet that are linked through the Service.  CMI provides these links to you only as a matter of convenience, and in no event will CMI or its licensors be responsible for any content, products, or other materials on or available from such sites.

You will pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.  The initial charges will be equal to the license fee currently in effect.  Payments must be made annually in advance unless otherwise mutually agreed.  All payment obligations are non-cancelable and all amounts paid are nonrefundable.  You are responsible for paying for all licenses ordered for the entire license term, whether or not such licenses are actively used.  You must provide a valid credit card as a condition to signing up for the Service.  CMI reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail.  All pricing terms are confidential, and you agree not to disclose them to any third party.

Depending on service purchased, you may store from one (1) to six (6) separate profiles of personal health data on the Service at no additional charge as specified in the online user guide accessible via the Service.  If you require additional profiles, you may purchase additional licenses with separate user-ids/passwords. CMI reserves the right to establish or modify its general practices and limits relating to storage of files and Customer Data.

CMI, or its distributors, charge and collect in advance for use of the Service. CMI, or its distributors, will bill your credit card to you upon your request on the subsequent anniversary.  The renewal charge will be equal to the lesser of the agreed up renewal fee or the then-current license fee in effect during the prior term, unless CMI has given you at least 30 days prior written notice of a fee increase, which will be effective upon renewal and thereafter.  Fees for other services will be charged on an as-quoted basis.  CMI's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on CMI's income. You agree to provide complete and accurate billing and contact information. This information includes your name, street address and e-mail address.  You agree to update this information within 30 days of any change to it.  If the contact information you have provided is false or fraudulent, CMI reserves the right to terminate your access to the Service in addition to any other legal remedies.

If you believe your bill is incorrect, you must contact us in writing within 60 days of the billing date to be eligible to receive an adjustment or credit.

In addition to any other rights granted to CMI herein, CMI reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears).  Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection.  

If, within six weeks of the termination, expiration or suspension date, you request access to the Service, CMI, or its distributors, reserve the right to impose a reconnection fee of the lesser of $19.95 or the then current charge for annual renewal of your class of service.  If you do not reconnect with six weeks of termination or suspension, you will need to purchase a new subscription at the then current price.

This Agreement commences on the date you complete the registration process and last for one (1) calendar year (the “Initial Term”).  Prior to the expiration of the Initial Term, CMI, or its distributor, will contact you by e-mail advising of the expiration date and offering you an opportunity to renew. If you do not renew your subscription before the expiration date, you may renew your subscription for up to six weeks thereafter with the payment of the reconnection fee described in Section 10. You agree and acknowledge that CMI has no obligation to retain the Customer Data, and may delete such Customer Data, more than one hundred and eighty days after termination.

Any breach of your payment obligations or unauthorized use of the Service will be deemed a material breach of this Agreement.  CMI, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement.  In addition, CMI may terminate a free account at any time in its sole discretion.  You agree and acknowledge that CMI has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 10 days of notice of such breach.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. CMI represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

You will indemnify and hold CMI, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or Third Party Subscribers of this Agreement or your grant of access to Third Party Grantees, provided you may not settle any such claim unless you unconditionally release CMI of all liability and such settlement does not affect CMI's business or the Service.

CMI AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. CMI AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CMI AND ITS LICENSORS. 

the Service should not be construed as medical or other professional advice on any subject matter. CMI is not engaged in rendering medical or other professional services, and the availability or use of the Services is not intended to create, and does not create, any medical or other professional services relationship.  Use of the Service is not an adequate substitute for obtaining medical or other professional advice from a licensed provider in your jurisdiction.  You agree you will not act or refrain from acting based on any of the Service without first seeking the services of a competent professional. CMI IS NOT RESPONSIBLE OR LIABLE FOR ANY ADVISE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER INFORMATION, SERVICES OR PRODUCTS THAT YOU MAY OBTAIN.

CMI'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CMI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

IN NO EVENT WILL CMI'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT WILL CMI AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Any claim related to this Agreement or the Service may not be brought unless brought within one year.  The one-year period begins on the date when the claim first could be filed.  If it is not filed, then that claim is permanently barred. This applies to you and your successors. It also applies to us and our successors and assigns.

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. You acknowledge and agree that the site will not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported outside of the United States or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). By using the Service, you represent and warrant that you are not a Designated National.

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774.

CMI may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in CMI's account information, or by written communication sent by first class mail or pre-paid post to your address on record in CMI's account information. Such notice will be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to CMI (such notice will be deemed given when received by CMI) at any time by any of the following: letter sent by confirmed facsimile to CMI at the following fax number: (614) 457-3291; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to CMI at the following addresses P.O. Box 20308, Columbus, OH 43220-0308.

CMI reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes will constitute your consent to such changes.

This Agreement may not be assigned by you without the prior written approval of CMI but may be assigned without your consent by CMI to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section will be void.

This Agreement will be governed by the laws of the State of Ohio and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service will be subject to the exclusive jurisdiction of the state and federal courts located in Columbus, Ohio.  If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and CMI as a result of this agreement or use of the Service. The failure of CMI to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by CMI in writing. This Agreement comprises the entire agreement between you and CMI and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.