GENERAL
Block Imaging Parts & Service, LLC. has developed and created a platform for connecting medical imaging parts vendors with customers searching for medical imaging parts. Block Imaging Parts & Service, LLC (“Block”) makes the platform and/or other tools (“the Platform”) available for use/access by customers and vendors (“User(s)”), subject to the User’s acknowledgment and acceptance of the terms and conditions below (the “Agreement”). While the Platform purpose is to facilitate transactions among the Users, Block is not a party to those transactions and Users enter into those transactions at their own risk.
TERMS AND CONDITIONS OF USE
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and supersedes any and all statements, descriptions of services, course of dealing, or usage of trade previously existing between the parties with respect to such subject matter. Any acceptance of this Agreement is expressly limited to the terms of this Agreement. After the contract is formed, it may only be modified in writing, which shall be signed and dated by Block’s and User’s authorized representatives. User has not entered into this agreement in reliance upon any representation, warranty, condition, or undertaking of any other party which is not set out in this Agreement. Block reserves the right to update these terms of use with or without notice to Users.
USER ACCOUNTS
To access the Platform, User must have an account created and approved through Block. The log-in credentials for the Platform are for User’s internal use only and User may not sell, transfer or sublicense them to any other entity or person. User is responsible for all activities that occur under its account, regardless of whether the activities are authorized by or undertaken by User, its employees or a third party (including contractors or agents). Block and our affiliates are not responsible for unauthorized access to User’s account.
CHANGES TO THE PLATFORM
Block may change or discontinue the Platform’s functionality from time to time. Block will notify User of any material change to or discontinuation of the Service Offerings.
USER AND THIRD PARTY CONTENT
As part of User’s access to the Platform, Block may allow User to upload and/or store content on the Platform. Block may allow User to have access to the content of other Users. User will ensure that User’s content and the use of any other User’s content will not violate any applicable law. User is solely responsible for the content and its use.
PRICE AND PAYMENT
At this time, there is no fee to access the Platform. Block reserves the right to charge a fee for access to the Platform. From time to time Block may make additional offerings, features, and/or services available to Users for purchase. In that event, the following payment terms will apply: User will pay Block for its access to the additional offerings, features and/or services in the prescribed amounts and frequencies. Changes to charges may change periodically and will become effective by Block giving User 30 days’ notice. All amounts payable by User will be paid to Block without setoff or counterclaim, and without any deduction or withholding.
TAXES
Each party will be responsible, as required under applicable law, for identifying and paying all taxes (including but not limited to the collection of sales/use tax on transactions made through the Platform) and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by User are exclusive of any applicable taxes.
TERM AND TERMINATION
This Agreement will become effective upon the complete execution of the Agreement by the parties or the use/access of the Platform by User, whichever comes first, and will continue until terminated pursuant to this section of the Agreement. User or Block may terminate this Agreement by providing 30 days’ written notice to the other party. Termination will not impact User’s responsibility to pay any amounts owed up to the date termination is effective.
USER’S REPRESENTATIONS
User will utilize the Platform and the content contained therein in a manner consistent with its intended use. The intended use of the Platform is to facilitate medical imaging parts transactions through the Platform. User will:
COPYRIGHT
Block reserves all rights in the Platform except for those expressly given to the User. Nothing in this Agreement should be read to transfer any ownership or rights in the Platform to User.
LICENSE
Block or its licensors own all right, title, and interest in and to the Platform and related technology and intellectual property rights. Subject to the terms of this Agreement, Block grants User a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Platform solely in accordance with this Agreement. Except as provided herein, User obtains no rights under this Agreement from Block, our affiliates or our licensors to the Platform, or any related intellectual property rights.
User will not use the Platform in any manner or for any purpose other than as expressly permitted by this Agreement. User will not attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of the Platform or any content included in the Platform, (b) reverse engineer, disassemble, or decompile the Platform or apply any other process or procedure to derive the source code of any software included in the Platform (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Platform in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Platform.
If User provides any suggestions or feedback to Block about the performance or features of the Platform, Block will be entitled to use the information without restriction. User hereby irrevocably assigns to Block all right, title, and interest in and to any suggestions or feedback.
DEFAULT
In addition to any other remedies for late or missing payment, Block may suspend User’s access to and presence on the Platform while User is in default of payment terms. Block may elect to charge User interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. Block reserves the right to terminate access to the Platform if User fails or refuses to perform its responsibilities under this Agreement or if Block determines any of User’s representations to be untrue. Upon default of the Payment Terms, Block may commence collection activities for all sums due or to become due hereunder, all at User’s expense, including but not limited to costs and expenses of collection, collection agency fees, and reasonable attorneys’ fees. Block may pursue any other remedies permitted by law.
DISCLAIMER OF WARRANTIES
Unless otherwise stated in this Agreement, the Platform is provided "AS IS," with no warranties and with all faults, obvious and latent, that may be discovered before or after User’s use of the Platform. Access to the Platform is provided WITH NO EXPRESS OR IMPLIED WARRANTIES.
INDEMNIFICATION
User will defend, indemnify, and hold Block and its affiliates and licensors, and each of their respective employees, officers, directors, and representatives, harmless from and against any claims, damages, demands, losses and/or charges arising out of or relating to: (a) User’s use of the Platform (including any activities under User’s account and use by User’s employees and personnel); (b) breach of this Agreement or violation of applicable law by User or user content; or (c) a dispute between User and any other User. User will reimburse Block for reasonable attorneys’ fees, as well as Block’s employees’ and contractors’ time and materials spent responding to any subpoena or compulsory legal order or process associated with claims described above.
User will defend, indemnify, and hold Block and its affiliates and licensors, and each of their respective employees, officers, directors, and representatives, harmless from claim alleging that any of User’s content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
LIMITATIONS OF LIABILITY
BLOCK AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF BLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER BLOCK NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) USER’S INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR USER’S USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) BLOCK’S DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE PLATFORM FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY USER IN CONNECTION WITH THIS AGREEMENT OR USER’S USE OF OR ACCESS TO THE PLATFORM; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF USER CONTENT OR OTHER DATA. IN ANY CASE, BLOCK AND BLOCK’S AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT USER ACTUALLY PAY BLOCK UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE MONTH BEFORE THE LIABILITY AROSE. The parties agree that any claim, lawsuit, or arbitral proceeding relating to the Agreement must be commenced no more than twelve (12) months after the earlier to occur of: (1) party becomes or should have become aware facts that give rise to the claim; or (2) the accrual of the cause of action that is the subject of the proceeding. Each of the parties waives any statute of limitations to the contrary.
ASSIGNMENT
User will not assign or otherwise transfer this Agreement or any of User’s rights and obligations under this Agreement, without Block’s prior written consent. Any assignment or transfer in violation of this section will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
GOVERNING LAW; DISPUTE RESOLUTION; JURISDICTION
The Agreement shall be construed and governed according to the laws of the State of Michigan and the United States of America. The provisions of the United Nations Convention on Contracts for the International Sale of Goods, and any conflict-of-laws provisions that would require application of another choice of law, are excluded. In the event of any dispute arising from or relating to the Agreement, the parties hereto shall initially use their best efforts to amicably settle the dispute. To this effect, they shall consult and negotiate with each other in good faith and attempt to reach a mutually satisfactory solution. Upon notice by either party to the other, all disputes, claims, questions, or differences regarding the Agreement, or any other matter between the parties, will be finally resolved by binding arbitration, conducted in the English language using a single arbitrator. Unless otherwise agreed by Block: (1) if the arbitration involves only United States parties, it will be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) in force as of the date of the request for arbitration, which rules are deemed to be incorporated by reference into this clause; (2) if the arbitration involves any parties not domiciled in the United States, it will be conducted under the International Arbitration Rules of the American Arbitration Association (AAA) in force as of the date of the request for arbitration, which rules are deemed to be incorporated by reference into this clause; (3) the arbitration will be conducted at Block’s main offices in Holt, MI; (4) the arbitrator will be selected from a list using the recommended selection method under the rules applicable to the arbitration proceeding; (5) the arbitrator may award attorneys' fees and costs to the substantially prevailing party, but in no event will any party be awarded, punitive or exemplary damages; and (6) the award of the arbitrator will be enforceable in any court of competent jurisdiction.
