TERMS AND CONDITIONS

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEB SITE.

This system is for authorized business use only. Unauthorized access or activity might be a violation of law. This organization has the ability and reserves the right to monitor system activity in accordance with applicable law for purposes of security and ensuring compliance with law and the company's policies regarding the use of its services and computer systems.

DISCLAIMER

THIS WEB SITE IS MADE AVAILABLE TO USERS ON THE BASIS OF THE TERMS AND CONDITIONS AND IS GOVERNED BY THE PRIVACY POLICY. YOUR USE OF THIS WEB SITE, WHICH IS CONDITIONAL UPON YOUR CLICKING "I ACCEPT," SIGNIFIES YOUR ACCEPTANCE OF THESE TERMS AND YOUR AGREEMENT TO CONFORM TO THE CONDITIONS AND OUR PRIVACY POLICY.

This section states the Terms and Conditions under which you may use this Web site. If you accept these Terms and Conditions, click "I ACCEPT." Baxter Healthcare Corporation ("Baxter", "our," or "us") may modify these Terms and Conditions at any time at its discretion by updating this posting. You must review this page periodically to review the Terms and Conditions because they govern your use of this Web site and are binding.

Access to DirectAccess

A Site Administrator for each clinic is designated by Baxter and is responsible for providing individual user access rights in accordance with each user's role and applicable law. Baxter makes no warranties or guarantees as to the identity or professional credentials of users utilizing DirectAccess. You agree to seek user access rights to, and to use, cause, or permit the use of, DirectAccess for lawful and ethical purposes, and in accordance with Baxter's design and authorized functions, only. You agree and will be responsible to determine the scope of lawful and ethical use in accordance with your own professional credentials, applicable law, and any other applicable obligations or restrictions. Sending unsolicited advertising, viruses, or other harmful data is prohibited.

Purpose of Web site

DirectAccess facilitates communication between your clinic and Baxter in order to provide online dialysis patient and prescription information management and transmission. However, DirectAccess is not intended: (i) to be the only means of communication; or (ii) to be the only mechanism used to communicate medical information or directions. Baxter may also post and/or provide information to you regarding our products and services via DirectAccess.

DirectAccess and the contents of this Web site, including all information, text, graphics, images, hyperlinks, and other material (the "Materials"), might contain information on medical and health-related topics and such information is for general educational purposes only. DirectAccess allows users to transmit electronically certain product prescription information to Baxter; however, DirectAccess is not otherwise intended to be, nor should it be, used for purposes of providing medical treatment or attention or making medical or health-related decisions. This Web site is not a substitute or replacement for medical advice. If you are seeking medical advice, we encourage you to consult a physician or other medical professional.

Similarly, the treatment log facility provided on this Web site is intended to supplement, but not to replace, communication with us, a health care provider, or other medical professional in respect of your or your patient's treatment plan. DirectAccess is not an emergency notification tool. Contact your designated emergency number immediately should a serious or life-threatening event occur. This Web site is not intended to replace a medical record.

Information in the Materials may not be current and may be superseded by more recent information published by us. As a user of the Web site, you are responsible for your own communications and are responsible for the consequences of posting those communications. Baxter shall be entitled to use any such communications in any legal manner without compensation of any kind to you. Baxter does not screen communications in advance and is not responsible for screening or monitoring material posted by users.

No Warranties or Liability

  1. In determining to publish information on DirectAccess, we have consulted sources that we believe to be reliable; however, due to the possibility of errors, we cannot and do not represent or warrant that such information is complete or accurate in whole or in part, and we do not assume any duty to update such information subsequent to the date of its publication. Accordingly, Baxter and its affiliates, agents, editors, licensors, successors and assigns make no warranties of any kind regarding this Web site and the Materials, all of which are provided on an "as is" and "when available" basis. We, our affiliates, agents, editors, and licensors disclaim all representations and warranties, including any implied warranties and conditions of any kind, including the suitability of the Materials as a basis for medical decisions, implied warranties of merchantability, non-infringement and fitness for a particular purpose. We, our affiliates, agents, editors, and licensors make no warranty as to the accuracy, reliability, veracity, completeness, or suitability of the Materials or about the results obtained using the Materials.
  2. IN NO EVENT WILL WE, OUR AFFILIATES, AGENTS, LICENSORS, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN (OR NOT TAKEN) BY YOU IN RELIANCE ON THE MATERIALS. THE INFORMATION ON THIS WEB SITE IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE INFORMATION CONTAINED IN THIS WEB SITE WILL BE TIMELY OR ERROR-FREE. YOU AGREE THAT WE, OUR AFFILIATES, AGENTS, EDITORS, AND LICENSORS, AND ANY THIRD PARTY MENTIONED IN THIS WEB SITE, WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES), OR LOSS OF DATA, LOSS OF LIFE, BODILY INJURY, OR LOSS OF PROFIT, EVEN IF WE OR ONE OR MORE OF OUR AFFILIATES, AGENTS, EDITORS, OR ANY THIRD PARTY MENTIONED IN THIS WEB SITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
  3. USE OF THE WEB SITE OR MATERIALS AND ANY RELIANCE ON THE MATERIALS IS AT YOUR OWN RISK.

Links to Other Sites

This Web site may contain links to other Web sites, which are provided solely as a convenience to you and not as an endorsement, recommendation, or certification by us, our affiliates, agents, editors, or licensors, of the contents of such other Web sites. We, our affiliates, agents, editors, and licensors will not be responsible for the content of any such Web sites (including, without limitation, those sites that provide links to this Web site) and do not make any representations or warranties regarding any other Web sites or the contents or materials on such Web sites. If you decide to access other Web sites, you do so solely at your own risk.

Use of Materials

Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs, documents, products, software, services and written and other materials that are part of this Web site (collectively, the "Materials") are copyrights, trademarks, trade dress and/or other intellectual properties owned by, controlled by or licensed to Baxter or third parties ( "Third-Party Providers"). Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior express written permission of Baxter or the Third-Party Provider. No part of the Site, including logos, graphics, sounds, images, layout or design may be reproduced or retransmitted in any way, or by any means, without the prior express written permission of Baxter. You also may not, without Baxter's prior express written permission, "mirror" any Material contained on this Web site on any other server. Any use of these Materials on any other Web site or networked computer environment for any purpose is prohibited. Any unauthorized use of any Materials contained on this Web site may violate copyright, trademark, and other laws, including but not limited to laws of privacy and publicity, and may result in severe civil and criminal penalties.

Permission is granted to display, copy, distribute and download the Materials on this Web site provided that: (1) both the copyright notice which appears on this Web site and this permission notice appear in the Materials, (2) the use of such Materials is solely for personal, non-commercial and informational use and will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any of the Materials are made. This permission terminates automatically without notice if you breach any of this Web site's terms or conditions. Upon termination, you will immediately destroy any downloaded and printed Materials.

Nothing on this Web site shall be construed as conferring any license under any of Baxter's or any Third-Party Provider's intellectual property rights, whether by estoppel, implication, or otherwise. You acknowledge sole responsibility for obtaining any such licenses.

Indemnity

You agree to reimburse, defend, indemnify and hold Baxter, its present and future affiliates, employees, agents and successors and assigns harmless from, against and in respect of, any and all losses resulting from, or arising from your use of the Web site and the Materials or your breach of these Terms and Conditions.

Applicable Law

The laws of the State of Illinois and the laws of the United States applicable govern these Terms and Conditions without reference to any conflict of law principles. If any provision of these Terms and Conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity of any remaining provisions. These Terms and Conditions constitute the entire agreement between you and Baxter and may only be modified by us at our discretion. DirectAccess contains information about products, which may or may not be available in any particular country, and if applicable, may have received approval or market clearance by a governmental regulatory body for different indications and restrictions in different countries. Each country has specific laws, regulations and medical practices governing the communication of medical or other information about medical products on the Internet. Nothing herein should be construed as a solicitation or promotion for any product or as an indication for any product that is not authorized by the laws and regulations of the country where the reader resides.

Confidentiality and Security on the Internet

Baxter has taken measures it believes are appropriate to ensure the security and confidentiality of any information that you provide to this Web site, however, the Internet is not an absolutely secure medium, and is not under Baxter's control. Use of the Internet is solely at your own risk and is subject to applicable laws and regulations. For details of the way in which Baxter deals with information relating to you or your patients, please refer to the Privacy Policy.

Termination of accounts

Baxter and/or Site Administrator may terminate your access to any part or all of DirectAccess and any related service(s) at any time, with or without cause, with or without notice, effective immediately, for any reason whatsoever. Baxter reserves the right without explanation, to deny access to any prescriber or health care provider customer that is suspected of unlawful activity, and to report this activity to the proper authorities. Baxter will have no obligation to notify any third parties nor will Baxter be responsible for any damages that may result or arise out of termination of a DirectAccess account. Notwithstanding anything contained herein to the contrary or otherwise, upon the termination of a DirectAccess account, Baxter shall not be liable to customer because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits, goodwill or commitments made by or on behalf of customer, or for any other reason whatsoever flowing from such termination; provided, however, that the termination of this Agreement shall not release customer from its obligations and liability to Baxter with respect to any monthly or transaction fees that became due and owing prior to such termination. The limitation of liability set forth above shall apply to any claim, action or proceeding prosecuted by customer as a result of Baxter's termination of a DirectAccess account.

Service Availability

Baxter provides reasonable efforts to ensure that DirectAccess functions properly and in a timely manner. However Baxter does not guarantee the availability of DirectAccess. Baxter frequently updates DirectAccess and the Web site will not be available during system maintenance and upgrades.

Variations to these Terms and Conditions

Baxter may, from time to time, make changes to these terms and conditions. However, you will be informed of such changes by a notice on this Web site. You will be asked to agree to the changes before entering the site on the date of notice.