Usage Agreement

This Usage Agreement (the "Agreement") is between THE MEDICAL PROTECTIVE COMPANY, an Indiana corporation having its principal place of business at 5814 Reed Road, Fort Wayne, Indiana ("Medical Protective"), and the entity subscribing to the Service described below (the "Customer").

Medical Protective provides insurance information, insurance, risk management and other services through its MedPro.com internet site (the "Site" or "Service").

Acceptance of the terms and conditions set forth in this Agreement is a prerequisite for use of the Service.

LIMITED LICENSE

Subject to the terms and conditions set forth herein, Medical Protective grants to Customer a non-exclusive, non-assignable and non-transferable license to access, use and display the Site during the term of the Agreement.

LINKING TO THE SITE

Medical Protective welcomes hypertext links from other web sites to www.medicalprotective.com, subject to the conditions discussed immediately below.

Except as otherwise agreed to by Medical Protective in writing:

  • All links must be to the Site’s home page https://www.medicalprotective.com/cgi-bin/ercMDPRO_A/medpro/guest/home.jsp. Links to internal Site pages, i.e. "deep links," are not allowed; 
  • All links must convey users directly to the Site’s home page, without displaying or performing any advertisement, promotion or content and without "framing" the home page on the linked site;
  • All Links shall be entitled "Medical Protective," or such other name as specified by Medical Protective from time to time (the "Link Name").

Except as expressly set forth herein, nothing in this Agreement shall grant to anyone any rights in the Link Name, the Site, or any other intellectual property of Medical Protective or any of its affiliates;

Links shall not be displayed or used in any manner that: 

  • creates the false appearance that any entity or its activities, products or services are associated with, sponsored by, or endorsed by Medical Protective or its affiliates, or
  • damages or dilutes the goodwill associated with the name, logo, symbol, trademark or service mark of Medical Protective or its affiliates; and

Links shall not be displayed on any site that disparages Medical Protective or its affiliates or their respective products or services, or any site containing pornography or espousing hatred or violence toward individuals or groups based on the individual or group's race, gender, sexual orientation, or disability.

Medical Protective reserves the right to revoke its consent to link to MedicalProtective.com at any time in its sole discretion.

WARRANTY

Customer represents and warrants that he/she is authorized by Medical Protective to use the Site and to accept the terms and conditions of this Agreement on behalf of Medical Protective.

CUSTOMER'S RESPONSIBILITIES

  1. Customer agrees to use the Service solely for its own internal business or personal use.
  2. Customer acknowledges that the authority to use the Service granted herein, is not a transfer of title in the Service or of the materials displayed therein (the "Materials"). Medical Protective owns all intellectual property rights in the Service, or has obtained a license from third parties for the use of such intellectual property. Customer agrees that except as otherwise provided herein, no part of the Service, including but not limited to the text, graphics and html code, may be reproduced or transmitted in any form or by any means without Medical Protective's written consent. Customer agrees not to translate, decompile, or create or attempt to create, by reverse engineering or otherwise, the Site's source code from the object code. Customer agrees not to remove, obscure, or alter any patent, copyright, trademark, service mark or other intellectual property right notice displayed on the Site. Except as expressly provided herein, Medical Protective does not grant any express or implied right to Customer under any patent, service mark, trademark, copyright, or trade secret information. Customer agrees not to use the Site, or the Materials displayed therein in a manner that infringes upon or violates any intellectual property right of Medical Protective or any third party.
  3. Customer acknowledges and agrees that use of the Service is limited to those employees that it authorizes to use the site (the "Users"). Customer acknowledges that any User Name and Password assigned by Medical Protective for the purpose of granting Users access to the Service are to be kept confidential and must not be disclosed to any third party or used for any purpose not expressly authorized herein, including but not limited to assisting any third party to access the Site. Customer agrees not to permit or assist any person or entity, other than the Users, to use or gain access to the Service and to provide reasonable security measures to protect against unauthorized use of or access to the Service. Customer agrees to release and hold harmless Medical Protective, its parent, subsidiaries and affiliates from and against any suit, claim, liability, loss or damage, including but not limited to the loss of Customer data and any proprietary information, arising out of Customer's failure to keep any assigned User Name and Password confidential, or Customer's use of the User Name and Password for any unauthorized purpose.
  4. Customer agrees to promptly notify Medical Protective when a User is no longer authorized to use the Service. Customer agrees to release and hold harmless Medical Protective, its parent, subsidiaries and affiliates from and against any suit, claim, liability, loss or damage, including but not limited to the loss of Customer data and any proprietary information, arising out of its failure to promptly notify Medical Protective that a User is no longer authorized to access the Service.
  5. Customer agrees not to use the Service, or the Materials in a manner that: (a) constitutes defamation, libel, invasion of privacy, or the violation of any right of publicity or other right of any third party; (b) is threatening, harassing, obscene or malicious; or (c) violates any applicable international, federal, state or local law, rule, legislation, regulation or ordinance.
  6. Customer agrees to take the same precautions to ensure that any Materials that it sends to the site are free from viruses, worms, “Trojan Horses” and other malicious codes as Customer takes to protect its own computer systems, or such precautions as would be considered commercially reasonable, whichever will provide the greater protection.
  7. Customer agrees to be responsible for providing at its own expense the necessary Internet connection utilizing either Internet Explorer, Version 4.00 or greater, or Netscape Communicator, Version 4.00 or greater, and acknowledges that successful implementation and use of the Service depends upon Customer's provision thereof.
  8. Customer acknowledges that the Site may contain links to other Internet sites that are not owned or operated by Medical Protective and that should Customer use such links, customer will leave this Site.  Customer agrees that it visits linked sites at its own risk and that it is Customer's responsibility to take all protective measures to guard against viruses or other destructive elements. Customer acknowledges and agrees that such links do not constitute Medical Protective's endorsement, sponsorship or recommendation of any linked site, or the contents, service, or products offered through such site and that Medical Protective does not control the security, data collection and data use practices of the linked sites and is not responsible for such practices.
  9. Customer acknowledges that some Materials displayed on the Site may be provided by third parties not related to or affiliated with Medical Protective, and Customer agrees that use of such Materials shall not be construed as an endorsement by Medical Protective of the third party, or of the views presented therein.
  10. Customer acknowledges and agrees that the Service does not provide legal, tax, financial, or accounting advice. Customer should consult with qualified counsel or other professional advisors familiar with Customer's particular factual situation for advice concerning specific legal, tax, financial, or other matters before making any decision.
  11. Customer acknowledges and agrees that Medical Protective reserves the right, but not the obligation, to modify the Site and to delete any Materials from the Site that it deems objectionable.
  12. Customer acknowledges and agrees that use of the Service other than as expressly permitted herein is prohibited. 

CHARGES

Medical Protective will provide the Service to the Customer at no charge.

OTHER AGREEMENTS

  1. The performance of the Service under this Agreement will not affect or implicate in any way, the parties' rights and obligations under any other agreement between the parties.
  2. This Agreement shall incorporate by reference the Privacy Policy and Legal Notice posted on the Site.

DISCLAIMER

  1. THE SERVICE, THE INFORMATION AND MATERIALS PROVIDED IN CONNECTION WITH THE SERVICE, AND ANY SOFTWARE MADE AVAILABLE IN CONNECTION WITH THE SERVICE, ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.  SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL CUSTOMERS.
  2. THE MATERIALS PROVIDED IN CONNECTION WITH THE SERVICE MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL ERRORS.  MEDICAL PROTECTIVE DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE MATERIALS OR THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE SERVICE.  CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY RELIANCE ON ANY SUCH OPINION, ADVICE, STATEMENT, MEMORANDUM, OR INFORMATION IS AT ITS SOLE RISK. MEDICAL PROTECTIVE RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SERVICE.

LIMITATION OF LIABILITY

IN NO EVENT SHALL MEDICAL PROTECTIVE, ITS PARENT OR ANY OF ITS AFFILIATES OR SUBSIDIARIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR PROGRAMS OR OTHER DATA ON THE CUSTOMER'S INFORMATION HANDLING SYSTEM) THAT ARISE OUT OF OR RELATE TO THE USE OF, OR THE INABILITY TO USE, THE CONTENT, MATERIALS AND FUNCTIONS OF THE SERVICE OR ANY LINKED WEB SITE, EVEN IF MEDICAL PROTECTIVE IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INDEMNIFICATION

Each party agrees to defend, indemnify and hold harmless the other party, its parent, affiliates, subsidiaries and its directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or related to: (a) any material displayed on the Site or otherwise provided by the indemnifying party that infringes any copyright, trademark, service mark, trade secret, patent or other intellectual property right of any person or entity or defames any person or violates their rights of publicity or privacy or any other right; and (b) any breach by the indemnifying party of the terms and conditions of this Agreement.

TERM AND TERMINATION

  1. This Agreement shall be effective as of the date set forth below and shall continue in effect until terminated by either party by giving (30) days written notice.  Upon termination of the Agreement, Customer and all Users shall cease all use of the Service.
  2. Notwithstanding the paragraph immediately above, Medical Protective may terminate this Agreement and the Service without giving (30) days notice in the event of: (a) any unauthorized use, or misuse of the Service by the Customer; or (b) the Customer's failure to promptly notify Medical Protective that a User is no longer authorized to use the Service.

 INTERNATIONAL USERS

The Site is controlled, operated and administered by Medical Protective from its offices within the United States of America.  Medical Protective makes no representation that Materials on this Site are appropriate or available for use outside of the United States.  Customer may not use the Site or export the Materials in violation of U.S. export laws and regulations.  If Customer or User access this Site from locations outside of the U.S., Customer is responsible for compliance with all local laws.

CHOICE OF LAW

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE UNITED STATES AND THE STATE OF INDIANA, WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES, AND ANY ACTION SHALL BE INITIATED AND MAINTAINED IN A FORUM OF COMPETENT JURISDICTION IN SUCH DESIGNATED STATE.

MISCELLANEOUS

  1. For contract formation and for all other purposes under applicable law, an electronic version of this Agreement and any electronic documents, including email, used in connection with the Service (the "Documents") shall be deemed (a) "written" and a "writing"; (b) "signed"; and (c) an "original business record" when printed from electronic files or records established and maintained in the normal course of business. The parties hereby expressly waive any right to object to the validity or enforceability of the Documents on the ground that a "statute of frauds" or any other law requires that the Documents be in writing or signed by the bound party. If introduced as evidence in any proceeding, the Documents shall be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary (paper) form, and neither party shall contest the admissibility of copies of the Documents under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Documents were not originated or maintained in documentary (paper) form.
  2. This Agreement represents the complete agreement and understanding of the parties with respect to the subject matter herein, and supersedes any other agreement or understanding, written or oral.  Should any provision of the Agreement be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected.