Disclaimer and Data Privacy Policy

THIS AGREEMENT IS BETWEEN YOU AND ANY OTHER INDIVIDUAL OR ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (collectively “You” or “User”) AND ENDOSOFT LLC, ITS AFFILIATES AND SUBSIDIARIES (collectively “EndoSoft”): All EndoSoft Web properties, including but not limited to http://www.EndoSoft.com http://www.Qlinical.com http://www.EndoVault.com http://argusml.com (the “EndoSoft Web Sites”), are Internet-based online information and communication services operated by EndoSoft.
EndoSoft Web Sites are accessible by Users worldwide. User participation on EndoSoft Web Sites is voluntary and any information, personal or otherwise, contributed to EndoSoft Web Sites is done so upon the User’s own initiative. Users may discontinue participation at any time.
EndoSoft considers its Users’ privacy to be of the utmost importance. Information posted or submitted to the EndoSoft Web Sites is governed by EndoSoft’s Data Privacy Policy.

1. Restrictions on Use.
   The EndoSoft Web Sites are offered to you conditioned upon your acceptance without modification of the terms, conditions, and notices contained herein (the “Agreement”). Your use of the EndoSoft Web Sites constitutes your acknowledgement and agreement to all such terms, conditions and notices, as set forth below and in all links to this Agreement. If you do not agree to accept the terms of this Agreement, you may not access or use the EndoSoft Web Sites.

2. Modification of These Terms of Use.
   EndoSoft may revise the Terms of Use and Data Privacy Policy at any time and without notice to you. You are responsible for regularly reviewing the Terms of Use and Data Privacy Policy. The revised Terms of Use and Data Privacy Policy will be effective when posted. Your continued use of the EndoSoft Web Sites indicates your acceptance to any revised Terms of Use and Data Privacy Policy.

3. Personal and Non-commercial Use Limitation.
   Unless otherwise specified, the EndoSoft Web Sites are exclusively for: business use as it relates to your relationship to EndoSoft, and your personal and other non-commercial use. Unless expressly permitted by EndoSoft, you may not modify copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, software, solutions/products or services obtained from the EndoSoft Web Sites. Subject to any applicable terms in addition to this Agreement, you may download information, software, solutions/products or services obtained from the EndoSoft Web Sites only for business use as it related to your relationship with EndoSoft, your personal and other non-commercial use, provided you keep intact all copyright and other proprietary notices.

4. Links to Third Party Sites/Business Relationships.
   EndoSoft makes no representations whatsoever about any other web site which you may access through the EndoSoft Web Sites.  When you access a non-EndoSoft Web Site, even one that may contain the EndoSoft-logo or other EndoSoft trademark, service mark or trade name, please understand that it is independent from EndoSoft, and that EndoSoft has no control over the content on that web site.  Additionally, the EndoSoft Web Sites may contain links to other web sites (“Linked Sites”). The Linked Sites may not be under the control of EndoSoft and EndoSoft is not responsible for the contents of any Linked Site not under EndoSoft control, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. EndoSoft is not responsible for any form of transmission received from any Linked Site. EndoSoft makes no warranties or representations of any kind as to the accuracy or completeness of any information contained in such Linked Sites and shall have no liability for any damages or injuries of any kind arising from such content or information. EndoSoft is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by EndoSoft of the site or any association with its operators. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ENDOSOFT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR ITS SUPPLIERS  BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER  FOR ANY USE OF THE LINKED SITES INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. No Unlawful or Prohibited Use.
   As a condition of your use of the EndoSoft Web Sites, you warrant to EndoSoft that you will not use the EndoSoft Web Sites for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the EndoSoft Web Sites in any manner which could damage, disable, overburden, or impair the EndoSoft Web Sites or interfere with any other party’s use of the EndoSoft Web Sites. You may not obtain or attempt to obtain any materials or information through any means not made available or provided to you through the EndoSoft Web Sites.

6. Use of Communication Services.
   The EndoSoft Web Sites may contain bulletin board services, chat areas, blogs, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with and share information with the public at large or with a group (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. Without prejudice to the generality of the foregoing, you agree that when using a Communication Service, you will not:

• Defame, abuse, harass, stalk, threaten, damage the reputation of or otherwise infringe or violate the legal rights (such as rights of privacy and publicity) of others; breach any legal duty owed to others nor advocate, promote or incite any third party to commit or assist any unlawful or criminal act.
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, offensive, discriminatory, indecent, illegal or unlawful topic, name, material or information.
• Intentionally post inaccurate, false or misleading information or information containing your personal opinions not genuinely held by you.
• Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
• Publish, post, upload or distribute another’s confidential, proprietary, sensitive or personal information or any information relating (directly or indirectly) to any past or existing commercial arrangements, contracts, engagements or provision of goods and services between any persons or organizations;
• Upload files that contain viruses, worms, corrupted files, or any other similar software, programs or malicious content that may damage the operation of systems hosting EndoSoft Web Sites or another’s computer.
• Advertise or offer to sell or buy or make available  any goods or services for any business purpose, unless such Communication Service specifically allows such messages in which case you shall not advertise or offer to sell or buy or make available any unlawful goods or services .
• Conduct or forward surveys (unrelated to EndoSoft business), contests, pyramid schemes or chain letters.
• Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
• Restrict or inhibit any other user from using and enjoying the Communication Services.
• Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
• Harvest or otherwise collect information about others, including e-mail addresses, without their and EndoSoft’s consent.
• Violate any applicable laws or regulations.

Your participation in the Communication Services, including any personal web page or group identified as “private” or “secret” may be reviewed, edited, censored, removed or otherwise controlled by EndoSoft, although EndoSoft is under no legal obligation to you or any other person to do so, and shall not be responsible as author, editor or publisher (either directly or indirectly) for any information, ideas, data, materials or other content made available by you using the Communication Services. EndoSoft reserves the right to restrict and/or terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. EndoSoft has no obligation to monitor the Communication Services.

EndoSoft reserves complete and sole discretion with respect to the operation of the EndoSoft Web Sites. EndoSoft reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.

Always use caution when posting personally identifying information to the Communications Services. EndoSoft does not control or endorse the content, messages or information found in any Communication Service. To the extent permissible under applicable law, EndoSoft specifically disclaims any liability resulting from your participation in any Communication Service.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination; you are responsible for adhering to such limitations if you download the materials.

Notice and Takedown
EndoSoft provides a “Notice and Takedown” mechanism for abusive or defamatory content, or other content precluded by these terms of use. Any content marked as “report abuse” by a user is immediately reviewed by a moderator and as a result of this review routine may be hidden from view until the event is addressed through our moderation process. The moderation process results in the review of “report abuse” events by EndoSoft Security, Human Resources, and Legal teams as necessary. Any events deemed inappropriate will be removed at the discretion of the moderation process.

7. EndoSoft’s Unsolicited Idea Submission Policy
   EndoSoft and its employees do not accept nor consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved solutions, products or technologies, solution or product enhancements, processes, marketing plans or new solution or product names. Please do not submit any unsolicited ideas, samples, demos or other works. The sole purpose of this policy is to avoid potential misunderstandings or disputes when EndoSoft’s software, solutions, products and/or services, or marketing strategies, might seem similar to ideas submitted to EndoSoft. If, despite our request that you not send us your ideas, you still submit them, then regardless of what message accompanies the submission, the following terms shall apply to your submissions.

You agree that: (1) your submissions and their contents will automatically become both  the legal and equitable property of EndoSoft, without any compensation to you; (2) EndoSoft may use or redistribute the submissions and their contents for any purpose and in any way without limitation; (3) there is no obligation for EndoSoft to review the submission; (4) there is no obligation to keep any submissions confidential; and (5) you hereby agree to waive absolutely any and all moral rights arising from your submissions and their contents so far as is lawfully possible and any broadly equivalent rights you may have in respect of your submissions and their contents in any territory of the world.

8. Materials Provided to EndoSoft or Posted on EndoSoft Web sites.
   Except for where specifically covered by the Data Privacy Policy, EndoSoft does not want to receive confidential or proprietary information of any person or organization from you through its EndoSoft Web Sites and you agree not to supply the same. Please note that any information or material sent to EndoSoft that is not covered by the Data Privacy Policy, whether by post, upload, input or submission to the EndoSoft Web sites or their associated services (Collectively “Materials”), will be deemed NOT to be confidential and EndoSoft shall have no obligation of any kind with respect to such Materials or any underlying information.

Subject to the limitations of the Data Privacy Policy, by posting, uploading, inputting, providing or submitting your Materials you  agree to grant all Users a royalty free, irrevocable, perpetual, non-exclusive, unrestricted, worldwide license to use your submission (Materials) in connection with the operation of their businesses including, without limitation, the rights to: copy, modify, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your submission (Materials) (which includes the right to incorporate any portion thereof into any products or services offered to the public by EndoSoft); any Materials used in this way must be attributed in the manner specified by the author or licensor (but not in any way that suggests that they endorse you or your use of their work), and you hereby agree to waive absolutely any and all moral rights arising from the (Materials) so far as is lawfully possible and any broadly equivalent rights you may have in respect of the (Materials) in any territory of the world.

No compensation will be paid with respect to the use of any Materials. EndoSoft is under no obligation to post or use any Materials you may provide and may remove any Materials at any time in EndoSoft’s sole discretion.

By posting, uploading, inputting, providing or submitting your Materials you warrant and represent that you own or otherwise control all of the rights to your Materials as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Materials.

When accessing secure areas on the EndoSoft Web Sites requiring authentication, you are responsible for the additional terms and conditions of any agreements between EndoSoft and you or your employer, client or other associate to the extent any agreements apply to you.

9. Forward-Looking Statements.
   The EndoSoft Web Sites may contain information that includes or is based upon forward-looking statements within the meaning of the US Securities Litigation Reform Act of 1995. Forward-looking statements are those statements that communicate expectations or forecasts of future events. It is important to note that EndoSoft’s actual performance, financial condition or business could differ materially from those expressed in such forward-looking statements. Any or all EndoSoft forward-looking statements involve uncertainties and risks as to what may happen in the future and may turn out to be inaccurate or wrong. You are cautioned not to place undue reliance on any such forward-looking statements. EndoSoft undertakes no obligation to (and expressly disclaims any such obligation to) publicly update or revise the statements made herein or the risk factors that may relate thereto whether a result of new information, future events or otherwise.

10. Communities and Groups.
    In certain areas of the EndoSoft Web Sites, users are able to create, join, participate and/or contribute to communities and collaborative groups.  These groups are only to be created for the purpose of communicating, collaborating, or doing business with EndoSoft, EndoSoft associates and/or EndoSoft clients.  Creation of groups for purposes such as personal communication with non-EndoSoft associates, collaboration internal to your personal business, or doing business with entities other than EndoSoft is forbidden.

11. Software Available on the EndoSoft Web Sites.
    Any software that is made available to download from the EndoSoft Web Sites (excluding software that may be made available by end-users through a Communication Service), is the copyrighted work of EndoSoft and/or its suppliers (“Software”). Your use of the Software is governed by the terms of the business agreement or end user agreement, if any, which accompanies or is included with the Software (“License Agreement”). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.

For any Software not accompanied by a License Agreement, EndoSoft hereby grants to you, the user, a personal, non-transferable license to use the Software for viewing and otherwise using the EndoSoft Web Sites in accordance with this Agreement, and for no other purpose provided that you keep intact all copyright and other proprietary notices. No other license is granted.  You shall not modify, alter, decompile, reverse engineer or otherwise change Software, except to the extent as permitted by applicable law without the possibility of contractual waiver.  All Software is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the U.S. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to U.S. export restrictions.

12. Liability Disclaimer.
    Some of the information contained on the EndoSoft Web Sites is presented for the purpose of educating consumers on wellness and disease management topics and/or educating the public on emerging healthcare issues. Nothing contained in the EndoSoft Web Sites is intended to be instruction for medical diagnosis or treatment. The information should not be considered complete, nor should it be relied on to suggest a course of treatment for a particular individual. It should not be used in place of the advice of your physician or other qualified healthcare provider. Information obtained from the EndoSoft Web Sites is not exhaustive and does not cover all diseases, ailments, physical conditions or their treatment. Should you have any healthcare related questions, please consult your physician or other qualified health care provider promptly. Always consult with your physician or other qualified healthcare provider before embarking on a new treatment, diet or fitness program. You should never disregard medical advice or delay in seeking it because of something you have read on the EndoSoft Web Sites. The information contained on the EndoSoft Web Sites is compiled from a variety of sources (“Information Providers”). Neither EndoSoft nor the Information Providers directly or indirectly practice medicine or dispense medical services as part of the EndoSoft Web Sites.

THE INFORMATION, SOFTWARE, SOLUTIONS, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE ENDOSOFT WEB SITES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. ENDOSOFT AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE ENDOSOFT WEB SITES AT ANY TIME. ADVICE RECEIVED VIA THE ENDOSOFT WEB SITES SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL, TECHNICAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

ENDOSOFT AND ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE ENDOSOFT WEB SITES FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ENDOSOFT AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, SOLUTIONS, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ENDOSOFT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE  ENDOSOFT WEB SITES, WITH THE DELAY OR INABILITY TO USE THE  ENDOSOFT WEB SITES OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE  ENDOSOFT WEB SITES, OR OTHERWISE ARISING OUT OF THE USE OF THE  ENDOSOFT WEB SITES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ENDOSOFT OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE ENDOSOFT WEB SITES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE ENDOSOFT WEB SITES.

NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF ENDOSOFT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED THE FEES PAID BY THE USER FOR THE PARTICULAR INFORMATION OR SERVICE PROVIDED.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS AGREEMENT, INCLUDING THIS SECTION 12, DO NOT APPLY AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.

13. Copyright and Trademark Notices.
    All contents of the EndoSoft Web Sites are: Copyright 2016. EndoSoft LLC, 135 Broadway Schenectady NY 12305 U.S.A. All rights reserved. The software and documentation are protected by copyright laws as well as international copy-right treaties.  Material found on the EndoSoft Web Sites contains the valuable properties of EndoSoft, embodying substantial creative efforts, no part of which may be reproduced or transmitted in any form or by any means, or retained in any storage or retrieval system, without the express written permission of EndoSoft. The use or misuse of these trademarks, service marks, trade names, copyrights, or other materials (collectively “Intellectual Property”), except as permitted herein, is expressly prohibited and may be in violation of copyright law, trademark law, the law of slander and libel, the law of privacy and publicity, communications regulations and statutes, and other laws, statutes and/or regulations. All product and company names are trademarks™ or registered® trademarks of their respective holders. Use of them does not imply any affiliation with or endorsement by them.

14. Notices and Procedures for Making Claims of Copyright Infringement.
    In accordance with the Digital Millennium Copyright Act of 1998 (the text of which may be found on the U.S. Copyright Office website), EndoSoft will respond expeditiously to claims of copyright infringement committed at the EndoSoft Web Sites or at a location to which EndoSoft provides a link, that are reported to the individual designated below.

If you are a copyright owner, or are authorized to act on behalf of an owner of any exclusive right under copyright, and you believe that your work has been copied in a way that constitutes copyright infringement by EndoSoft or a user, you may submit a notice of infringement to the individual designated below.
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to:.

EndoSoft, LLC

135 Broadway

Schenectady NY 12305

EndoSoft may, in appropriate circumstances, terminate an EndoSoft Web Site user if he or she is a repeat infringer. If you believe that an EndoSoft Web Site user is a repeat infringer, please follow the instructions above to contact EndoSoft’s designated agent and provide information sufficient for EndoSoft to verify that the user is a repeat infringer.

15. User Representations.
    You represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to enter into this Agreement and to use the EndoSoft Web Sites in accordance with this Agreement. You agree to be financially responsible for your use of the EndoSoft Web Sites and to comply with your responsibilities and obligations as stated in this Agreement.
16. Indemnification.
    YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS ENDOSOFT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS FROM AND AGAINST ALL CLAIMS, LIABILITIES, LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT OR ANY ACTIVITY RELATED TO YOUR USE OF THE  ENDOSOFT WEB SITES AND ANY ACCOUNT YOU MIGHT HAVE (INCLUDING INFRINGEMENT OF THIRD PARTIES’ WORLDWIDE INTELLECTUAL PROPERTY RIGHTS, MISAPPROPRIATION OF TRADE SECRETS OR OTHER PROPRIETARY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT).

17. Waiver, Release and Limitation of Liability
    YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST ENDOSOFT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE ENDOSOFT WEB SITES. THIS SECTION 17 WILL NOT APPLY TO CLAIMS ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY ENDOSOFT OR ANY OTHER CLAIMS IN RESPECT OF LIABLITY THAT CANNOT BE LAWFULLY EXCLUDED OR LIMITED.

18. Term & Termination.
    Either you or EndoSoft may terminate your right to use the EndoSoft Web Sites at any time, with or without cause, upon notice. In addition, EndoSoft may withdraw, suspend or discontinue any functionality or feature of the EndoSoft Web Sites; provided, however, that if your agreement with EndoSoft provides for the continued use of any functionality or feature, EndoSoft will continue to provide that respective functionality or feature to you subject to the provisions of such agreement. The provisions concerning Copyrights, Indemnification, Waiver, Release and Limitation of Liability, and General shall survive any termination of this Agreement.

19. General.
    This Agreement is governed by US federal law or the laws of the State of New York. You hereby consent to the exclusive jurisdiction and venue of courts in Schenectady County, NY, U.S.A. in all disputes arising out of or relating to the use of the EndoSoft Web Sites. Use of the EndoSoft Web Sites is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this paragraph. Any cause of action or claim you may have with respect to EndoSoft must be commenced within one (1) year after the claim or cause of action arises. EndoSoft’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. EndoSoft may assign its rights and duties under this Agreement to any party at any time without notice to you.

You agree that no joint venture, partnership, employment or agency relationship exists between you and EndoSoft as a result of this Agreement or use of the EndoSoft Web Sites. EndoSoft’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of EndoSoft’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the EndoSoft Web Sites or information provided to or gathered by EndoSoft with respect to such use.

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

20. Notice.
    EndoSoft may deliver notice to you under this Agreement by means of electronic mail, a general notice on the EndoSoft Web Sites, or by written communication delivered by first class U. S. mail to your address on record in EndoSoft’s account information. You may give notice to EndoSoft at any time via electronic mail to Webmaster@EndoSoft.com or by letter delivered by first class postage prepaid U. S. mail or overnight courier to the following address:

EndoSoft, LLC
135 Broadway
Schenectady NY 12305
Attn: Online Marketing

21. Legal.
    Information on the EndoSoft Web Sites may be changed or updated without notice. EndoSoft may also make improvements and/or changes in the solutions and/or the services described on the EndoSoft Web Sites at any time without notice.
    In the event of any conflict between the terms of this Agreement and the terms and conditions of a duly-executed agreement between EndoSoft and User, the terms of the duly-executed agreement between EndoSoft and User shall have precedence.

22. Global Availability.
    EndoSoft makes no representations that the information on the EndoSoft Web Sites is appropriate or available for use in other locations, and access to them from territories where their content is illegal or prohibited. Those who choose to access the EndoSoft Web Sites from other locations do so, on their own initiative and are responsible for compliance with applicable local laws.

Information EndoSoft publishes on the World Wide Web may contain references or cross references to EndoSoft solutions, programs and services that are not announced or available in your country. Such references do not imply that EndoSoft intends to announce such solutions, programs or services in your country. Consult your local EndoSoft business contact for information regarding the solutions, programs and services which may be available to you.

Service Contact.
Send an email to: sales@EndoSoft.com

DATA PRIVACY POLICY

Overview

EndoSoft LLC, and its subsidiaries and affiliates (“EndoSoft”) are committed to protecting the privacy and security of their users. In addition, EndoSoft’s goal is to provide you with a personalized Internet experience and an Internet-based online information and communication service that delivers the information, resources and services that are most relevant and helpful to you. In order to achieve these goals, EndoSoft may collect information and process personal data during your visits to its web sites and, in particular, during your visits to www.endosoft.com, www.Qlinical.com, www.endovault.com www.argusml.com web site. EndoSoft operates under the following set of strict privacy principles:

• The only information EndoSoft obtains about individual users to its web site is that supplied voluntarily by users.
• In cases when EndoSoft may need personal information to provide users with customized content or to inform them about new features or services, users are explicitly asked for that information.
• Personally identifiable information provided by users (name, e-mail or address, etc.) will not be disclosed to anyone unless users indicate that EndoSoft may do so, or unless required by law, in conjunction with a government inquiry, or in litigation or dispute resolution.
• Only statistical or anonymous information about EndoSoft.com, Qlinical.com EndoVault.com or argusml.com users as a group (usage habits, demographics) may be shared with any affiliate, subsidiary, sponsor, advertiser or partner of EndoSoft, unless an appropriate confidentiality agreement is in place.
• EndoSoft employs strict security measures to safeguard online transactions. All personal information is stored in a secured database.

The following discloses EndoSoft’s information gathering and dissemination practices for EndoSoft Web sites, including, in particular, http://www.EndoSoft.com http://www.Qlinical.com http://www.EndoVault.com http://www.argusml.com. Additional terms and conditions, if any, regarding the collection and use of your information may also be provided to you before you sign up for a particular service. Here you will learn what personally identifiable information of yours is collected and for what purpose, how and when EndoSoft might use your information, how EndoSoft protects your information, who has access to your information, and how you can correct any inaccuracies in the information or be able to request the removal of your information. Please note that this Data Privacy Policy does not apply to EndoSoft’s processing of personal information on behalf of third parties, such as its corporate customers.

Purpose of Data Collection and Data Processing

EndoSoft collects and uses your personal data and the information you provide for purposes connected with managing its Web sites services, particularly at www.endosoft.com, www.Qlinical.com, www.endovault.com www.argusml.com, its internet-based online information, cloud and communication services.
What Information is collected and what Data is processed?

When you visit an EndoSoft Web site, such as EndoSoft.com Qlinical.com EndoVault.com or argusml.com, you may provide EndoSoft with various types of information: Web site use information recording your interaction with our Web sites, together with personal information that you voluntarily choose to provide to EndoSoft. Accordingly, EndoSoft collects information from you as one of its users in the following ways: (a) from EndoSoft Web server logs, (b) with cookies and (c) directly from the user.

(a)     IP Addresses (Server Log Information)

An IP address is a number automatically assigned to your computer whenever you access the Internet. All computer identification on the Internet is conducted with IP addresses, which allow computers and servers to recognize and communicate with each other. EndoSoft collects IP addresses in order to conduct system administration, report aggregate information to affiliates, subsidiaries, sponsors, advertisers or partners, and to conduct site analysis. EndoSoft will also use IP addresses to identify any users who refuse to comply with EndoSoft’s Terms of Use Agreement, and to identify users who threaten EndoSoft’s service, site, user, clients or others.

(b)  Cookies
Certain EndoSoft Web sites may place a text file called a “cookie” in the browser files of your computer. Cookies are pieces of information that a Web site transfers to an individual’s hard disk for record keeping purposes. For example EndoSoft.com and EndoVault.com use cookies during your online session to deliver content specific to your interests. Cookies allow EndoSoft to avoid showing you the same ad or other message repeatedly. EndoSoft Web Site cookies do not contain personal information but may contain IP addresses and other “technical” information that could theoretically be used to identify you. They do, however, enable EndoSoft to relate your use of the site to information that you have specifically and knowingly provided to EndoSoft.com or EndoVault.com. You may wholly or partially disable the placement of certain cookies on your computer by changing the settings of your browser. However, if you do so then certain EndoSoft Web sites may not function fully or provide the same functionality as when the placement of cookies is enabled.

(c) Registration and Further User-Supplied Information
The registration pages of some EndoSoft Web sites and the “sign up” pages for some of our online services, such as those of www.endosoft.com, www.Qlinical.com, www.endovault.com www.argusml.com, may require users to provide EndoSoft with contact information, such as their name and e-mail address. If you provide such contact information, EndoSoft will use it for authentication and to contact you in connection with the relevant Web site service, particularly those available on http://www.EndoSoft.com, http://www.Qlinical.com, http://www.EndoVault.com http://argusml.com. Further, this contact information may in certain circumstances be made available to other users of EndoSoft’s Web site services, if you as a user agreed to do so where such communication forms a part of the relevant Web site service.

As a user of EndoVault.com, Qlinical.com EndoSoft.com and/or Argusml.com you decide to provide further information as part of the registration or “sign up” process on a voluntary basis, such as e.g. a phone number, address, organization, role and/or title. In particular, as a user of EndoVault.com and Qlinical.com services you may be interested in e.g. setting up your personal profile, forming online relationships with other users, participating in certain communication groups and/or forming groups, sending messages, posting information, performing searches, and/or transmitting information through various communications channels. Any such information is collected and processed for the purposes connected with the provision of the particular Web site services only, such as the services available from EndoSoft.com, Qlinical.com EndoVault.com and/or Argusml.com. Please note, any such information and personal information provided as part of such an online service may be made available to all other users of the particular Web site services, e.g. all members of the EndoVault and Qlinical network worldwide. Your information may also be accessed by EndoSoft.

Where you share information as part of a group purporting to be “private”, “secret” or which restricts access by particular users or categories of users you do so at your own risk. Please be aware that EndoSoft users with administrator rights will be able to access such groups and may do so to the extent that EndoSoft considers it necessary to do so to ensure appropriate use of the EndoSoft Web site services in accordance with applicable law, the terms of use and this Data Privacy Policy (e.g. if there is a suspicion of improper or inappropriate use) and/or if the traffic data connected with a particular group shows that the group is no longer in use.

Sharing Your Information with other users of EndoSoft’s Web site Services (particularly while using communication services operated by EndoSoft Web sites)

As a user of EndoSoft’s Web site services, you post all of user content on any EndoSoft’s Web site at your own risk.  Please note that no security measures are perfect or impenetrable, so even if there are groups having been marked as being ‘secret’ or ‘private’ there remains a risk that other users may employ improper measures to obtain access, so EndoSoft requests that you do not post information you consider as being private to EndoSoft web sites. EndoSoft cannot monitor all of the actions of the users of its communication services and therefore EndoSoft is unable to ensure that any privately or secretly marked content will not be reviewed by unauthorized persons. Accordingly, to the fullest extent permitted by applicable law, EndoSoft is not responsible for the circumvention of any privacy settings or security measures contained on the web site.

As a user of EndoSoft’s web site services, you are responsible for the accuracy, completeness and truthfulness both of your data and information but also that of any data and information that you share about others. You must obtain the fully-informed and freely-given permission of any and all other individuals and other persons before you provide EndoSoft with any information (be aware: including any pictures and/or images) about them via any EndoSoft web site (such as e.g. the company you are working for, your employer, your colleagues, your partners, any other third parties, etc.), and you specifically warrant that you will do so.

Your consent regarding Information Collection and Data Processing

ALL INFORMATION YOU PROVIDE VIA AN ENDOSOFT WEB SITE, PARTICULARLY ENDOSOFT.COM QLINICAL.COM ENDOVAULT.COM AND ARGUSML.COM – INCLUDING ANY PERSONAL DATA MAY BE MADE BROADLY AVAILABLE TO OTHER USERS OF ENDOSOFT’S WEB SITE WORLDWIDE AND/OR HOSTED IN ANY COUNTRY IN THE WORLD, INCLUDING COUNTRIES THAT HAVE NO SPECIFIC DATA PROTECTION LAWS AND WHERE YOU MAY HAVE FEWER LEGAL RIGHTS IN RESPECT OF YOUR PERSONAL INFORMATION.  BY AGREEING TO THIS DATA PRIVACY POLICY YOU ARE CONSENTING TO THE PROCESSING OF YOUR PERSONAL INFORMATION IN THE MANNER DESCRIBED IN THIS DATA PRIVACY POLICY.

EU Safe Harbor Participation

EndoSoft LLC participates in the EU Safe Harbor Privacy Framework as set forth by the United States Department of Commerce.

Services (User-Supplied Information)

If you sign up for a particular additional service EndoSoft may collect additional personally identifiable information such as contact information (e.g., name, address, telephone number and e-mail address), demographic information (e.g., zip code, organization and/or role), billing information (e.g., credit or debit card numbers), or sensitive information (e.g., social security number, healthcare information).

We use the information to verify that only authorized users are accessing the respective application; to build your electronic client record or electronic personal health record so that EndoSoft may provide you the specific personalized service you have applied for and agreed with; and to contact you when necessary, to communicate helpful tips and advice during your participation to this service.

External Links

In order to provide users with greater value, EndoSoft may provide links to various third party Web sites. However, even if a third-party affiliation exists between EndoSoft and that destination site, EndoSoft exercises no authority over linked sites, each of which maintains independent privacy and data collection policies and procedures. EndoSoft assumes no responsibility or liability for these independent methods or actions and is not responsible for the independent policies or procedures of destination sites. Similarly, EndoSoft cannot and does not take responsibility for the privacy initiatives or the content of such Web sites to the fullest extent permitted by applicable law. These destination links are provided only for your convenience, and as such, you access them at your own risk. However, EndoSoft wishes to ensure the integrity of the EndoSoft Web site and its destination links, so any comments pertaining to EndoSoft.com or any sites accessed through EndoSoft links are greatly appreciated. See the Contacting this Web Site section below.

Surveys and Questionnaires

EndoSoft’s Web site services, including in particular http://www.EndoSoft.com, http://www.Qlinical.comhttp://www.EndoVault.com, http://argusml.com may contain online surveys and questionnaires which may ask users for contact and/or demographic information. This information may be shared within EndoSoft to the extent necessary for the survey or questionnaire concerned, and with sponsors, advertisers or partners on an aggregate basis that does not indicate the identity of individual users.

E-Commerce

Some EndoSoft Web site services, including in http://www.EndoSoft.com, http://www.Qlinical.com http://www.EndoVault.com, http://argusml.com may use features or applications to collect data to facilitate an e-commerce transaction, such as registering you for a specific conference. EndoSoft will ask your explicit permission to transfer this data to a third party (e.g., conference coordinator) to facilitate this transaction. EndoSoft may store this information to verify the transaction for customer service and accounting reasons and may use this information to help personalize your experience on EndoSoft’s Web site services such as those of EndoSoft.com, Qlinical.com, EndoVault.com or Argusml.com. EndoSoft may also share this information with other third parties on an aggregate basis, but it does not indicate the identity of individual users. See the External Links section above for additional disclaimers regarding third-party Web sites.

Contests

EndoSoft may run contests as part of EndoSoft’s Web site services, such as those on http://www.EndoSoft.com http://www.Qlinical.com, http://www.EndoVault.com, http://argusml.com where users are asked for contact and demographic information. The user’s contact information is used to contact the user when necessary. Users may choose to receive future mailings if they opt in; see the choice/opt-in section below. Demographic and profile data is also collected at EndoSoft’s Web site services such as on EndoSoft.com and EndoVault.com. This information is shared within EndoSoft to the extent necessary to run the contest or conduct a mailing and with affiliates, sponsors, advertisers and/or partners on an aggregate basis that it does not indicate the identity of individual users.

Third Party Ad Services

EndoSoft may utilize certain third-party advertising services to display advertising for its advertisers. These third-party services may place a cookie on your computer for the purposes of ad tracking and presentation. EndoSoft does not share personally identifiable user information with its advertising services.

Security

EndoSoft takes all reasonable measures to protect your data from loss, misuse, unauthorized access, disclosure, alteration and/or destruction. EndoSoft’s Web site services such as those on http://www.EndoSoft.com http://www.Qlinical.com http://www.EndoVault.com http://argusml.com have appropriate security measures in place to protect against the loss, misuse and/or alteration of the personal information under EndoSoft’s control. Particular precautions to protect Users’ information regarding http://www.EndoSoft.com, http://www.Qlinical.com http://www.EndoVault.com http://argusml.com services are that the account information is located on a secured server behind a firewall. Further, when users enter sensitive information (such as e.g. the password), EndoSoft encrypts that information using secure socket layer technology (SSL). In principal EndoSoft employs strict security measures to safeguard online transactions. All personal information is stored in a secured database.

Children’s Privacy Protection

EndoSoft’s Web site services such as particularly http://www.EndoSoft.com http://www.Qlinical.com http://www.EndoVault.com http://argusml.com covered by this privacy policy is not designed for or targeted at children.  EndoSoft will not knowingly collect and maintain personally identifiable information from children 13 years of age or younger.

Access to Personal Data and posted Information, Changing or Removing Information

Subject to any statutory exceptions, users of EndoSoft’s Web site services have the right at any time to verify the accuracy of personal information held by EndoSoft in connection with its Web site services. Accordingly, you may access and update your personal information at any time. If you wish to delete your entire profile for any EndoSoft Web site services, such as www.endosoft.com, www.Qlinical.com, www.endovault.com, www.argusml.com, you may do so by contacting EndoSoft via email ( webmaster@EndoSoft.com ) to request the removal of your user account and profile (except to the extent that we are permitted to retain a copy under applicable law). Please be aware that deleted information may nevertheless persist in backup copies for a reasonable period of time, but will not be generally available to any other users of the Web site services.  Please note that any such action may also irreversibly delete content which you may previously have posted and shared as part of the EndoSoft Web site services

EndoSoft will retain your personal information for as long as you continue to use the relevant Web site service (unless you request removal of your information). If you ask us to remove your personal information we will do so within a reasonable period of your request except where we need to retain your information for legal reasons or as otherwise permitted by applicable law. In cases of complete inactivity on your side for a period of 2 years (which means you do not login during such period), EndoSoft may (completely or partly) delete your data and any information you posted; however, it is not obliged to do so.

Choice/Opt-In; Review/Correct/Update; Contacting the Web Site

EndoSoft’s Web site services, including those on http://www.EndoSoft.com, http://www.Qlinical.com, http://www.EndoVault.com, http://argusml.com give users the opportunity to opt-in to receive communications from EndoSoft at the point where EndoSoft requests information about the user. This site also gives users the options listed below for removing their information from EndoSoft’s database in order to stop receiving communications or EndoSoft’s service; for reviewing, changing and modifying information previously provided; or should you have any questions about this privacy statement, the practices of this Web site, or your interaction with this Web site:

• You can send e-mail to: webmaster@EndoSoft.com
• You can send mail to the following postal address:
  EndoSoft LLC
  135 Broadway
  Schenectady NY 12305
• You can call the following telephone number: (518) 831-8000

Your use of EndoSoft’s Web site services, including in particular http://www.EndoSoft.com, http://www.Qlinical.com, http://www.EndoVault.com, http://argusml.com is subject to this Privacy Policy as well as the relevant terms of use of the particular Web site service. EndoSoft reserves the right to change the terms, conditions, policies and notices under which the EndoSoft’s Web site services are offered, including but not limited to any changes associated with the use of the EndoSoft.com Web Site, Qlinical.com Web site and the EndoVault.com Web Site now or in the future. For the avoidance of doubt, this may include EndoSoft making changes to this Privacy Policy. Where EndoSoft implements any material changes EndoSoft will notify you by email, or through notice posted on the relevant EndoSoft Web site services, and will also provide you with an opportunity to review the changed version. Where you continue to use the relevant EndoSoft Web site services, you are deemed to agree to the changed version of the terms, conditions, policies and notices (as the case may be).