Contact Vital Element, Inc. 888-566-4431

WEB SITE TERMS-OF-USE AGREEMENT

Vital Element welcomes you to our web site MedicalWebOffice.com (“Site”). We ask that you read the following terms of use, which constitute a license that covers your use of this Site and any related sites, and shall govern any transactions that you engage in through this Site or any related sites ("Agreement"). By accessing, viewing, or using this Site, you acknowledge that you have read, understand, and agree with these terms. If you do not wish to be bound by these terms, please do not use this Site.

Patient Terms of Use Agreement
Provider Terms of Use Agreement

USE OF SITE
This Site is provided solely for the use of current and future customers of Vital Element to provide you with information about our company, to permit you to place orders for our products and services, and to enable you to contact us with any questions or comments that you may have. Any other use of this Site is prohibited. By way of example, you should not use any features of this Site that permit communications or postings to post, transmit, display, or otherwise communicate:

violate or infringe the copyrights, trademarks, rights of privacy or publicity, or any other rights of any person;
post or submit libelous, defamatory, pornographic, obscene, harassing or otherwise actionable or objectionable material;
post or transmit unsolicited or unauthorized advertising or promotional material or any junk mail, spam or chain letters;
use automated scripts, spiders, bots or similar means to harvest or collect member information or other information from the Site; however, you may capture contact data and other information where the Site expressly permits, encourages or requires it;
use the Site in a manner that could damage, disable or overburden the Site or violate the law;
provide inaccurate or misleading information when registering as a member or submitting information;
unauthorized use or disclosure of private, personally identifying information of others
encourage illegal activity;
impersonate or misrepresent your affiliation with any person or entity; or
upload or transmit software viruses, worms, Trojan horses or other computer code or files designed to disable, destroy or interfere with any software or equipment.

SITE CONTENTS AND OWNERSHIP
The information contained on this site, including all images, designs, photographs, writings, graphs, data, and other materials ("Materials") are the property of Vital Element and are protected by copyrights, trademarks, trade secrets, or other proprietary rights. These Materials shall not be used for any purpose other than authorized in this Agreement or by the written consent of Vital Element. You must retain all copyright and other proprietary notices on all copies of the Materials. You shall comply with all copyright laws worldwide in your use of this Web site and prevent unauthorized copying of the Materials. Except as provided in this Notice, Vital Element does not grant you any express or implied right in or under any patents, trademarks, copyrights, or trade secret information.

DISCLAIMERS
The information on this web site does not constitute medical advice or endorsement of a particular supplier or vendor. Listing of a physician, entity or service on this site is not a warranty by Vital Element of the quality or efficacy of care, products or services furnished by that physician, entity or service. You expressly agree that use of this Web site is at your sole risk. Neither Vital Element, its affiliates, nor any of their officers, directors, employees, agents, third-party content providers, or licensors (collectively, "Providers"), or the like, warrant that this site will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from the use of this site, or as to the accuracy, completeness, reliability, security, or currency of the Materials.

The Materials may contain errors, omissions, inaccuracies, or outdated information. Further, Vital Element does not warrant reliability of any statement or other information displayed or distributed through the site. Vital Element reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the site. Vital Element may make any other changes to this site, the Materials and the products, programs, services, or prices (if any) described in this site at any time without notice.

THIS SITE AND THE INFORMATION, CONTENT, AND MATERIALS ON THIS SITE ARE PROVIDED ON AN "AS IS," "WHERE IS," AND "WHERE AVAILABLE" BASIS. VITAL ELEMENT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, THE CONTENT, INFORMATION, OR THE MATERIALS ON THIS SITE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, VITAL ELEMENT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, WITH RESPECT TO ANY OF THE MATERIALS, CONTENT, OR INFORMATION ON THIS SITE OR ANY GOODS OR OTHER PRODUCTS OR SERVICES OFFERED, SOLD, OR DISPLAYED ON THIS SITE OR YOUR USE OF THIS SITE GENERALLY, INCLUDING WARRANTIES OF MERCHANTABILITY, ACCURACY OF INFORMATION, QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW APPLIES TO THIS AGREEMENT.

Without limiting the above, Vital Element assumes no liability for the following:

any error, omission, interruption, deletion, defect, delay, communications failure, theft or destruction or unauthorized access to, or alteration of, user or Member postings or communications;
the accuracy, integrity, completeness, or quality of any information, outputs or Materials available from or through the Site; rather, responsibility for verification resides with the user of the information, output or Materials.
problems with telephone lines, computer systems, third party providers, or any technical problems or traffic congestion on the Internet or any website;
injury or damage to users’, members’ or other persons’ computers or networks resulting from participating or downloading materials in connection with the Site;

LIMITATION OF LIABILITIES
YOU AGREE THAT VITAL ELEMENT AND ITS PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, OR EXPENSE OF ANY KIND ARISING OUT OF OR RESULTING FROM YOUR POSSESSION OR USE OF THE MATERIALS, CONTENT, OR INFORMATION ON THIS SITE REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE. IN NO EVENT, INCLUDING, WITHOUT LIMITATION, A NEGLIGENT ACT, SHALL VITAL ELEMENT OR ANY OF ITS PROVIDERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR INTERRUPTION OF BUSINESS), ARISING OUT OF OR IN ANY WAY RELATED TO THE MATERIALS, CONTENT, OR INFORMATION ON THIS SITE OR ANY OTHER PRODUCTS, SERVICES, OR INFORMATION OFFERED, SOLD, OR DISPLAYED ON THIS SITE, YOUR USE OF, OR INABILITY TO USE, THIS SITE GENERALLY, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER VITAL ELEMENT OR ANY OF ITS PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Vital Element , its affiliates, agents, employees, and licensors from and against any and all claims and expenses, including reasonable attorney fees, arising out of or related in any way to your use of the site, violation of this Agreement, violation of any law or regulation, or violation of any proprietary or privacy right.

PRIVACY POLICY
Vital Element’s Privacy Policy governing is located here. As is specifically stated in the Privacy Policy, In addition to the Privacy Policy, you should not transmit Personal Health Information (“PHI”) as defined in the HIPAA regulations. Although Vital Element takes certain precautions to protect information transmitted to it through this web site, Vital Element cannot guarantee or warrant that such information will not be accessed by unauthorized users or kept confidential by any authorized user. Vital Element shall not be liable for the transmission by you of any PHI or other personal information, and any information provided is done at your own risk. If you need to transmit PHI to a physician or patient, it should be done directly with the physician or patient, and not through this web site.

Click here to read our privacy statement

LIMITATIONS ON CLAIM
Any cause of action you may have with respect to your use of this site must be commenced within one (1) year after the claim or cause of action arises.

TERM AND TERMINATION
Without limiting its other remedies, Vital Element may immediately discontinue, suspend, terminate, or block your and any user's access to this site at any time in our sole discretion.

HYPERLINK DISCLAIMERS
As a convenience to you, we may provide on this site links to Web sites operated by other entities (collectively the "Linked Sites"). If you use any Linked Sites, you will leave this site. If you decide to visit any Linked Site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. Linked Sites, regardless of the linking form (e.g., hotlinks, hypertext links, IMG links) are not maintained, controlled, or otherwise governed by Vital Element. The content, accuracy, opinions expressed, and other links provided by Linked Sites are not investigated, verified, monitored, or endorsed by Vital Element. Vital Element does not endorse, make any representations regarding or warrant any information, goods, and/or services appearing and/or offered on any Linked Site, other than linked information authored by Vital Element. Links do not imply that Vital Element or this site sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in or accessible through the links, or that any Linked Site is authorized to use any trademark, trade name, logo or copyright symbol of Vital Element or any of its affiliates or subsidiaries. Except for links to information authored by Vital Element, Vital Element is neither responsible for nor will it be liable under any theory based upon (i) any Linked Site; (ii) any information and/or content found on any Linked Site; or (iii) any site(s) linked to or from any Linked Site. If you decide to visit any Linked Sites and/or transact any business thereon, you do so at your own risk. Vital Element reserves the right to discontinue any Linked Site at any time without prior notice. Please contact the Web masters of any Linked Sites concerning any information, goods, and/or services appearing thereon.

CONTROLLING LAW, JURISDICTION AND INTERNATIONAL USERS
This Agreement is governed by and shall be construed in accordance with the laws of the State of Michigan, U.S.A., without reference to its conflicts of laws provisions. Vital Element makes no representation that the materials are appropriate or available for use outside the United States. If you access this site from outside the United States, you will be responsible for compliance with all local laws. You agree to comply with all laws and regulations applicable to your use of this site. You agree to submit to the personal and exclusive jurisdiction of the state or federal courts located within Muskegon County, Michigan for any disputes with Vital Element arising out of your use of this site.

ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between Vital Element and you with respect to this Web site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Vital Element with respect to this Web site. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If for any reason a court of competent jurisdiction finds any provision of this Agreement or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

MODIFICATIONS TO AGREEMENT
We may revise this Agreement at any time and you agree to be bound by the revised Agreement. Any such modifications will become effective upon the date they are first posted to this site. It is your responsibility to return to this Agreement from time to time to review the most current terms and conditions. Vital Element does not and will not assume any obligation to notify you of changes to this Agreement.

ELECTRONIC COMMUNICATIONS AND ELECTRONIC SIGNATURES
You agree to be bound by any affirmation, assent, or agreement you transmit through this Web site, including but not limited to any consent you give to receive communications from Vital Element solely through electronic transmission. You agree that when in the future you click on an "I agree," "I consent," or other similarly worded "button" or entry field with your mouse, keystroke, or other computer device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

Patient Terms of Use Agreement

MedicalWebOffice.com Terms of Access & Use (Patient)

The following terms are a legal agreement ("Agreement" between you and Vital Element, Inc. ("Company") and your provider as described in this Agreement. Company is the hosting and development company associated with your doctor or other health professional (collectively "Provider"). Any information or access to services on this web site whether services of Company or Provider are subject to these terms of access and use. Company is assisting your Provider with information organization through its services, and therefore, precautions have been taken to protect your information, including personal health information as described below. By transmitting information, accessing, browsing and/or otherwise using this web site ('Site"), you acknowledge that you have read, understood and agreed to be bound by these terms and conditions, and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations. If you do not agree to all of these terms and conditions, you may not access, browse and/or use this Site. The material provided on this Site is protected by law, including, but not limited to, United States copyright law and international treaties.

These terms of access and use apply to your access to and use of this Site and do not alter in any way the terms and conditions of any other agreement you may have with Company or your Provider. If you breach any of these terms and conditions, your authorization to use this Site automatically terminates and you must immediately cease all use of this Site and discontinue use of any hyperlinks to this Site.

HIPAA TERMS AND CONDITIONS

Personal Health Information. Personal Health Information ("PHI") is defined in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") which defines PHI as individually identifiable health information, including, without limitation, all information, data, documentation, and materials, including, without limitation, demographic, medical, and financial information, that relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual.

Special Rules Applicable to PHI. During the course of your access to the Site and services provided by Company, Company may be exposed to Protected Health Information. You are aware of HIPAA and that special rules apply to PHI. Whether created or received by you or made available in any form to the Company, Company will strictly follow HIPAA requirements regarding PHI, including each of the following provisions:

A. Confidentiality of PHI. Company agrees to do the following:

Use or disclose any PHI solely: (1) for meeting its obligations as set forth in any agreements between Company and Provider; (2) as required by applicable law, rule or regulation; (3) as would be permitted by the HIPAA Privacy Rule if such use or disclosure were made by Company;

At termination of Provider's relationship with Company or upon your request, whichever occurs first, if feasible, Company will return to Provider all PHI received from or created or received by Company that Company still maintains in any form, and retain no copies of such information, or if such return is not feasible, Company will extend the protections of this Agreement to the information, and limit further uses and disclosures to those purposes that make the return of the information not feasible; and

Ensure that its agents, including all subcontractors, to whom may have access to PHI, agree to the same restrictions and conditions that apply to Company with respect to such information.

B. Permitted Use of PHI. Notwithstanding the prohibitions set forth in this Agreement, Company may use and disclose PHI and you authorize Company to use and disclose PHI, if necessary, for the proper management and administration of the services provided by Company to your health care provider or for Company to carry out the legal duties and responsibilities of Company, provided that as to any such disclosure, the following requirements are met:

the disclosure is required by law;

Company obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person agrees to notify Company of any breach of confidentiality; or

For data aggregation services, if to be provided by Company for health care information of your clients pursuant to any agreements between Company and you. For purposes of this Agreement, data aggregation services means the combining of PHI by Employee with the PHI received by Company in its capacity as a consultant of another covered entity, to permit data analysis that relates to the health care operations of the respective covered entities.

C. Safeguards. Company will implement appropriate safeguards to prevent use or disclosure of PHI other than as permitted in this Agreement. The Secretary of Health and Human Services has the right to audit Company records and practices related to use and disclosure of PHI to ensure Company's compliance with the terms of the HIPAA Privacy Rule. Company shall report to you any use or disclosure of PHI which is not in compliance with the terms of this Agreement of which Company becomes aware. In addition, Company agrees to mitigate, to the extent practicable, any harmful effect that is known to Company of a use or disclosure of PHI by Company in violation of the requirements of this Agreement.

USE RESTRICTIONS

Copyright. All Site materials, including, without limitation, text, pictures, graphics and other files and the selection and arrangement thereof are copyrighted materials of Company, ALL RIGHTS RESERVED, or the original creator of the material. Permission is granted to display, copy, distribute, and download the materials on this Site only for purposes related to the services provided by Company, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. You may not "mirror" any material contained on this Site on any other server without prior written permission from Company. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

Trademarks. The trademarks, service marks, trade names, and logos (the "Trademarks") used and displayed on this Site are registered and unregistered Trademarks of Company or Provider. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of Company, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Company. You acknowledge that the Trademarks used and displayed on this Site are and shall remain the sole property of Company or the Trademark owner. Nothing in this Agreement shall confer any right of ownership of any of the Trademarks in you. Further, nothing in this Site shall be construed as granting, by implication, estoppel or otherwise any license or right to use any Trademark used or displayed on the Site, without the express written permission of Company or the Trademark owner. The misuse of the trademarks displayed on this Site, or any other content on the Site, is strictly prohibited.

Hyperlinks. You are granted a limited, nonexclusive right to create a "hypertext" link to this Site provided that such link is to the entry page of this Site and does not portray Company or any of its products or services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time for any reason whatsoever. You may not use framing techniques to enclose any Company trademark, logo or trade name or other proprietary information including the images found at the Site, the content of any text or the layout/design of any page or any form contained on a page without Company's express written consent. Links to third party sites on this Site are provided solely as convenience to you. If you use these links, you will leave this Site. Company and Provider have not reviewed all of these third party sites and does not control and is not responsible for any of these sites, their content or their policies, including, without limitation, privacy policies or lack thereof. Company and Provider do not endorse or make any representations about third party sites or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to this site, you do so entirely at your own risk. You acknowledge and agree that Company and / or Provider shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such third party sites.

Downloadable Materials. Any documents or software, including codes or other materials that are made available to download from this Site, is the copyrighted work of Company, Provider and/or their suppliers and affiliates. All documents downloaded shall only be used for their intended purpose and are subject to the use restrictions of copyrighted material consistent with your use of this Site. If you download software from this Site, use of the software is subject to the license terms in the software license agreement that accompanies or is provided with the software. You may not download or install any software until you have read and accepted the terms of the applicable software license agreement. Without limiting the foregoing, copying or reproduction of any software to any other server or location for further reproduction or redistribution is expressly prohibited unless otherwise provided for in the applicable software license agreement in the case of software, or the express written consent of Company in the case of codes or other downloadable materials.

Limited Access. Except as otherwise expressly permitted by Company, any access or attempt to access other areas of the Company computer system or other information contained on the system for any purposes is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to "screen scrape" monitor, "mine" or copy the Web pages on the Site or the content contained therein without Company's prior, express, and written permission. You will not spam or send unsolicited e-mail to any other user of the Site for any reason. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on Company's infrastructure.

Additional Use Restrictions. You shall not post, transmit, e-mail, re-transmit or store material on or through any of the services provided by Company (the "Services") which, in the sole judgment of the Company: (i) is in violation of any local, state, federal or non-United States law or regulation, (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, "Persons") or (iii) violates the rights of any person, including rights protected by HIPAA or other privacy laws, or by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated"or other software products that are not appropriately licensed for use by you. In addition, you may only use the Services in a manner that, in the Company's sole judgment, is consistent with the purposes of such Services. If you are unsure of whether any contemplated use or action is permitted, please contact the Company at support @ vitalelement.com. By way of example, and not limitation, the following uses described below of the Services are expressly prohibited:

upload, post, e-mail or otherwise transmit any information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (collectively, "Content") that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable. Pornography and pornographic related merchandising are prohibited under all Services, including providing links to pornographic content elsewhere;

harm minors in any way;

impersonate any person or entity, including, but not limited to, a Company official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services or develop restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);

upload, post, e-mail or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

upload, post, e-mail or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail" "spam," "chain letters" "pyramid schemes" or any other form of solicitation, except in those areas of the Services that are designated for such purpose;

upload, post, e-mail or otherwise transmit any material that contains 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;

interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;

intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

"stalk" or otherwise harass another; and

effecting security breaches or disruptions of Internet communication; Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorized to access.

DISCLAIMER WARRANTY

This Site, including all documents, software, functions, materials, and information, is provided "as is" without warranties of any kind, either express or implied. Company and Provider disclaim all warranties, express or implied, including, but not limited to, warranties of quiet enjoyment and non-infringement and implied warranties of merchantability, fitness for a particular purpose, title, merchantability of computer programs, data accuracy, system integration, and informational content. Company and Provider do not warrant or make any representations regarding the operation of this Site, the use, validity, accuracy or reliability of, or the results of the use of the materials on this Site or any other sites linked to this Site. The materials of this Site may be out of date. Company and Provider do not and cannot guarantee or warrant that the files available for downloading from this Site, if any, will be free from infection, viruses, worms, Trojan horses, or other code that manifest contaminating or destructive properties. Company does not warrant that this Site, software, materials, products, or services will be uninterrupted or error-free or that any defects in this Site, software, materials, products, or services will be corrected.

LIMITATION OF LIABILITY

In no event will Company, Provider, its suppliers or other third parties mentioned at or in this Site be liable for any damages, including, without limitation, direct, indirect, special, incidental, or consequential damages, damages resulting from lost profits, lost data or business interruption arising out of relating to the use, inability to use, or resulting from the use of this Site, any web sites linked to this Site, the materials, software or other information contained in any or all such sites, whether based on warranty, contracts, statutes, regulations, tort (including, but not limited to, negligence) or any other legal theory and whether or not advised of the possibility of such damages. If your use of the materials or information from this Site results in the need for servicing, repair or correction of equipment or data, you assume all costs thereof. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

U.S. GOVERNMENT RESTRICTED RIGHTS

The materials on this Site are provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the government constitutes acknowledgment of Company's or other owner's proprietary rights in them.

REVISIONS TO THIS AGREEMENT

Company may revise this Agreement at any time without notice by updating this posting. By using this Site you agree to be bound by any such revisions and should therefore periodically visit this Site and page to determine the then current terms and conditions of use to which you are bound.

TRANSMISSIONS

Company has taken precautions to protect personal health information transmitted to and through this Site and which resides on Company servers. Company has followed HIPAA guidelines and provides at least the minimum security protection as provided in the industry, which may change from time to time. However, you are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, profane material or any other material, including, but not limited to, any material that could give rise to any civil or criminal liability under both domestic and international law and you are required to maintain any information and not transmit information in violation of any privacy laws, including, but not limited to, HIPAA.

APPLICABLE LAWS & MISCELLANEOUS

If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Company’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. This Agreement may be assigned in whole or in part by Company. This Agreement may not be assigned in any manner by you without the express, prior written permission of Company. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan notwithstanding any conflict of laws provisions. You irrevocably and unconditionally (i) consent to submit to the exclusive jurisdiction of the state and federal courts covering the County of Muskegon, Michigan (the "Michigan Courts") for any litigation or dispute arising out of or relating to this Agreement, (ii) agree not to commence any litigation arising out of or relating to this Agreement except in the Michigan Courts, (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum, and (iv) agree the Michigan Courts represent the exclusive jurisdiction for all disputes relating to this Agreement.

Provider (physician and staff) Terms of Use Agreement

MedicalWebOffice.com Terms of Access & Use (Provider)

The following terms are a legal agreement (“Agreement”) between you and Vital Element, Inc. (“Company”). By accessing, browsing and/or otherwise using this web site (“Site”), you acknowledge that you have read, understood and agreed to be bound by these terms and conditions, and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations. If you do not agree to all of these terms and conditions, you may not access, browse and/or use this Site. The material provided on this Site is protected by law, including, but not limited to, United States copyright law and international treaties.

These terms of access apply to your access to and use of this Site and do not alter in any way the terms and conditions of any other agreement you may have with Company for products, software, services or otherwise, unless otherwise directed by Company. If you breach any of these terms and conditions, your authorization to use this Site automatically terminates and you must immediately cease all use of this Site and discontinue use of any hyperlinks to this Site.

HIPAA TERMS AND CONDITIONS

Individually Identifiable Health Information. Individually Identifiable Health Information is defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as individually identifiable health information, including, without limitation, all information, data, documentation, and materials, including, without limitation, demographic, medical, and financial information, that relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. The Individually Identifiable Health Information is protected health information (PHI).

Confidentiality of PHI. Company agrees to do the following:

Use or disclose any PHI solely: (1) for meeting its obligations as set forth in any agreements between you and Company; (2) as required by applicable law, rule or regulation; (3) as would be permitted by the HIPAA Privacy Rule if such use or disclosure were made by Company;

At termination of your relationship with Company or upon your request, whichever occurs first, if feasible, Company will return to you all PHI received from or created or received by Company by you or on behalf of you that Company still maintains in any form, and retain no copies of such information, or if such return is not feasible, Company will extend the protections of this Agreement to the information, and limit further uses and disclosures to those purposes that make the return of the information not feasible; and

Ensure that its agents, including all subcontractors, to whom may have access to PHI, agree to the same restrictions and conditions that apply to Company with respect to such information.

Permitted Use of PHI. Notwithstanding the prohibitions set forth in this Agreement, Company may use and disclose PHI, if necessary, for the proper management and administration of Company or to carry out the legal duties and responsibilities of Company, provided that as to any such disclosure, the following requirements are met:

the disclosure is required by law;

Company obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person agrees to notify Company of any breach of confidentiality; or

For data aggregation services, if to be provided by Company for health care information of your clients pursuant to any agreements between Company and you. For purposes of this Agreement, data aggregation services means the combining of PHI by Employee with the PHI received by Company in its capacity as a consultant of another covered entity, to permit data analysis that relate to the health care operations of the respective covered entities.

Safeguards. Company will implement appropriate safeguards to prevent use or disclosure of PHI other than as permitted in this Agreement. The Secretary of Health and Human Services has the right to audit Company records and practices related to use and disclosure of PHI to ensure Company’s compliance with the terms of the HIPAA Privacy Rule. Company shall report to you any use or disclosure of PHI which is not in compliance with the terms of this Agreement of which Company becomes aware. In addition, Company agrees to mitigate, to the extent practicable, any harmful effect that is known to Company of a use or disclosure of PHI by Company in violation of the requirements of this Agreement.

USE RESTRICTIONS

Copyright. All Site materials, including, without limitation, text, pictures, graphics and other files and the selection and arrangement thereof are copyrighted materials of Company, ALL RIGHTS RESERVED, or the original creator of the material. Permission is granted to display, copy, distribute, and download the materials on this Site only for purposes related to the services provided by Company, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. You may not “mirror” any material contained on this Site on any other server without prior written permission from Company. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

Trademarks. The trademarks, service marks, trade names, and logos (the “Trademarks”) used and displayed on this Site are registered and unregistered Trademarks of Company. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of Company, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Company. You acknowledge that the Trademarks used and displayed on this Site are and shall remain the sole property of Company or the Trademark owner. Nothing in this Agreement shall confer any right of ownership of any of the Trademarks in you. Further, nothing in this Site shall be construed as granting, by implication, estoppel or otherwise any license or right to use any Trademark used or displayed on the Site, without the express written permission of Company or the Trademark owner. The misuse of the trademarks displayed on this Site, or any other content on the Site, is strictly prohibited.

Hyperlinks. You are granted a limited, nonexclusive right to create a “hypertext” link to this Site provided that such link is to the entry page of this Site and does not portray Company or any of its products or services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time for any reason whatsoever. You may not use framing techniques to enclose any Company trademark, logo or trade name or other proprietary information including the images found at the Site, the content of any text or the layout/design of any page or any form contained on a page without Company’s express written consent. Links to third party sites on this Site are provided solely as convenience to you. If you use these links, you will leave this Site. Company has not reviewed all of these third party sites and does not control and is not responsible for any of these sites, their content or their policies, including, without limitation, privacy policies or lack thereof. Company does not endorse or make any representations about third party sites or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to this site, you do so entirely at your own risk. You acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such third party sites.

Downloadable Materials. Any documents or software, including codes or other materials that are made available to download from this Site, is the copyrighted work of Company and/or its suppliers and affiliates. If you download software from this Site, use of the software is subject to the license terms in the software license agreement that accompanies or is provided with the software. You may not download or install the software until you have read and accepted the terms of the applicable software license agreement. Without limiting the foregoing, copying or reproduction of the software to any other server or location for further reproduction or redistribution is expressly prohibited unless otherwise provided for in the applicable software license agreement in the case of software, or the express written consent of Company in the case of codes or other downloadable materials.

Limited Access. Except as otherwise expressly permitted by Company, any access or attempt to access other areas of the Company computer system or other information contained on the system for any purposes is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” or copy the Web pages on the Site or the content contained therein without Company’s prior, express, and written permission. You will not spam or send unsolicited e-mail to any other user of the Site for any reason. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on Company’s infrastructure.

Additional Use Restrictions. You shall not post, transmit, e-mail, re-transmit or store material on or through any of the services provided by Company (the “Services”) which, in the sole judgment of the Company: (i) is in violation of any local, state, federal or non-United States law or regulation, (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, "Persons") or (iii) violates the rights of any person, including rights protected by HIPAA or other privacy laws, or by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for use by you. In addition, you may only use the Services in a manner that, in the Company's sole judgment, is consistent with the purposes of such Services. If you are unsure of whether any contemplated use or action is permitted, please contact the Company at www.vitalelement.com contact page. By way of example, and not limitation, the following uses of the Services described below are expressly prohibited:

upload, post, e-mail or otherwise transmit any information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (collectively, “Content”) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable. Pornography and pornographic related merchandising are prohibited under all Services, including providing links to pornographic content elsewhere;
harm minors in any way;
impersonate any person or entity, including, but not limited to, a Company official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services or develop restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
upload, post, e-mail or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
upload, post, e-mail or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas of the Services that are designated for such purpose;
upload, post, e-mail or otherwise transmit any material that contains 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;
interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
“stalk" or otherwise harass another; and
effecting security breaches or disruptions of Internet communication; Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorized to access.

DISCLAIMER WARRANTY

This Site, including all software, functions, materials, and information, is provided “as is” without warranties of any kind, either express or implied. Company disclaims all warranties, express or implied, including, but not limited to, warranties of quiet enjoyment and non-infringement and implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, merchantability of computer programs, data accuracy, system integration, and informational content. Company does not warrant or make any representations regarding the operation of this Site, the use, validity, accuracy or reliability of, or the results of the use of the materials on this Site or any other sites linked to this Site. The materials of this Site may be out of date. Company does not and cannot guarantee or warrant that the files available for downloading from this Site, if any, will be free from infection, viruses, worms, Trojan horses, or other code that manifest contaminating or destructive properties. Company does not warrant that this Site, software, materials, products, or services will be uninterrupted or error-free or that any defects in this Site, software, materials, products, or services will be corrected.

LIMITATION OF LIABILITY

In no event will Company, its suppliers or other third parties mentioned at or in this Site be liable for any damages, including, without limitation, direct, indirect, special, incidental, or consequential damages, damages resulting from lost profits, lost data or business interruption arising out of relating to the use, inability to use, or resulting from the use of this Site, any web sites linked to this Site, the materials, software or other information contained in any or all such sites, whether based on warranty, contracts, statutes, regulations, tort (including, but not limited to, negligence) or any other legal theory and whether or not advised of the possibility of such damages. If your use of the materials or information from this Site results in the need for servicing, repair or correction of equipment or data, you assume all costs thereof. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

U.S. GOVERNMENT RESTRICTED RIGHTS

The materials on this Site are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the government constitutes acknowledgment of Company’s or other owner’s proprietary rights in them.

REVISIONS TO THIS AGREEMENT

TRANSMISSIONS

Company has taken precautions to protect Individually Identifiable Health Information transmitted to and through this Site and which resides on Company servers. Company has followed HIPAA guidelines and provides at least the minimum security protection as provided in the industry, which may change from time to time. However, you are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, profane material or any other material, including, but not limited to, any material that could give rise to any civil or criminal liability under both domestic and international law and you are required to maintain any information and not transmit information in violation of any privacy laws, including, but not limited to, HIPAA.

APPLICABLE LAWS & MISCELLANEOUS

If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Company’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. This Agreement may be assigned in whole or in part by Company. This Agreement may not be assigned in any manner by you without the express, prior written permission of Company. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan notwithstanding any conflict of laws provisions. You irrevocably and unconditionally (i) consent to submit to the exclusive jurisdiction of the state and federal courts covering the County of Muskegon, Michigan (the “Michigan Courts”) for any litigation or dispute arising out of or relating to this Agreement, (ii) agree not to commence any litigation arising out of or relating to this Agreement except in the Michigan Courts, (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum, and (iv) agree the Michigan Courts represent the exclusive jurisdiction for all disputes relating to this Agreement.