TERMS OF USE

Dated: 11/14/2019

Welcome to the ImageFIRST website, operated by ImageFIRST Healthcare Laundry Specialists, LLC (“ImageFIRST” “we,” or “our”) and located at www.imagefirst.com (the “Site”). The Site is provided as a service to our customers. The following terms and conditions (“Terms”) govern your use of this Site.

The Site is intended only for persons over the age of 18 and must not be accessed by any person who does not fit this description.

By accessing, viewing, or using the content, material, products or services available on or through this Site, you indicate that you have read and understand these Terms and ImageFIRST’s Privacy Policy, that you agree to them and intend to be legally bound by them. If you do not agree to these Terms, or if you are under 18 years of age, you are not granted permission to use this Site and must exit immediately.

If you have any questions concerning these Terms or wish to exercise your rights as described below, please contact ImageFIRST Healthcare Laundry Specialists 900 East 8th Avenue, Suite 200, King of Prussia, PA 19406, marketing@imagefirst.com, or 800-368-3676.

1. General Restrictions on Use

You agree to use the Site and the products or services offered through the Site by ImageFIRST (the “Services”) only for purposes that are permitted by these Terms in compliance with all applicable laws, regulations, and generally accepted practices and guidelines in the relevant jurisdictions. You may only use the Site and Services as authorized in these Terms and for no other purposes.

You agree not to use the Site:

• In any way that violates any applicable federal, state, provincial/territorial, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software);
• To impersonate or attempt to impersonate ImageFIRST, an ImageFIRST employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen or account names associated with any of the foregoing); and
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm ImageFIRST or users of the Site or expose them to liability, or that may violate these Terms.

Without limiting the foregoing, you additionally agree not to:

• Use the Site in any manner that could disable, overburden, damage, or impair the Site or any ImageFIRST systems, or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site;
• Use any bot, crawler, spider, scraper or other automatic device, process or means to access the Site or any information transferred through the Site, for any purpose, including monitoring, copying or transferring any of the content on the Site;
• Use any manual process to monitor, copy or transfer any of the content on the Site or any information transferred through the Site, or for any other unauthorized purpose without our prior written consent;
• Reproduce, duplicate, copy, sell, trade, or resell any aspect of the Site or the Services for any purpose, including commercial purposes;
• Reproduce, duplicate, copy, sell, trade, or resell any products or services bearing any trademark, service mark, trade name, logo, or other signifier owned by ImageFIRST in a way that is likely or intended to cause confusion about the owner or authorized user of materials;
• Use any device, software or routine that interferes with the proper working of the Site;
• Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, including without limitation any information transferred through the Site, the server on which the Site is stored, or any server, computer or database connected to the Site;
• Attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or
• Otherwise attempt to interfere with the proper working of the Site.

2. Intellectual Property

As between you and ImageFIRST, ImageFIRST owns all patent, copyright, trademark, trade secret, ideas, concepts, know-how, documentation or techniques or other intellectual property rights that may exist in (i) the Services, the Site, any graphics, texts, icons, buttons, data or information we include in the Site, and any products, training materials, deliverables, and the ImageFIRST network or databases that may be utilized to provide the services (“Site Content”), and (ii) any information, data, trends, analyses, metadata or other data which may be derived from any of the foregoing that is derived or created by ImageFIRST by reference to the Services and ImageFIRST’s databases and network. All Site Content is protected pursuant to copyright, trademark, patent, and other applicable laws. You shall not remove or alter any copyright notice or any other proprietary notice on the Site or on any Site Content. All names, trademarks, symbols, slogans, or logos appearing on the Site are proprietary to ImageFIRST or its licensors or suppliers. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Under no circumstances will you have any rights of any kind in or to the Site Content, other than the right to use the Site Content in accordance with these Terms.

You acknowledge that ImageFIRST provides professional services for other parties and agree that nothing herein will be deemed or construed to prevent ImageFIRST from carrying on such services, regardless of whether such parties are competitive with you. ImageFIRST will have the right to use techniques, methodologies, tools, ideas and other know-how gained during the course of providing the Services and the Site in the furtherance of its own business and to perfect all other intellectual property rights related thereto, including patent, copyrights, trademark and trade secrets.

No right, title or interest in or to the Site or any of the Site Content is transferred to you, and all rights not expressly granted herein are reserved by ImageFIRST. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate patent, copyright, trademark and other laws.

3. Monitoring and Enforcement; Termination

ImageFIRST has the right to: (a) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site; and (b) terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation or suspected violation of these Terms. Without limiting the foregoing, ImageFIRST has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone providing information on or through the Site. You waive and will hold harmless ImageFIRST and its affiliates, licensees and services providers, from any claims resulting from any action taken by ImageFIRST or any of the foregoing parties during, or as a result of, its investigations, and from any actions taken as a consequence of investigations by such parties or law enforcement authorities.

4. Disclaimers and Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IMAGEFIRST DOES NOT MAKE ANY PROMISE, REPRESENTATION, GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUFFICIENCY OF THE SITE AND THE SERVICES TO BE PROVIDED HEREUNDER BY IMAGEFIRST, INCLUDING ANY WARRANTY AGAINST YOUR EQUIPMENT BECOMING DEFECTIVE OR INOPERABLE EVEN FOR REASONS THAT MAY BE RELATED TO BEARING PERFORMANCE, OR THAT THE SITE, THE SERVICES, OR THE EQUIPMENT OR ANY OR ALL DEFICIENCIES, ERRORS, DEFECTS OR NONCONFORMITIES THEREIN WILL BE CORRECTED BY IMAGEFIRST.

The information presented on or through the Site, including any information provided to you which is requested through the Site (such as reports ordered via or based on information gathered via the Site), is made available for general information purposes. While ImageFIRST will endeavor to provide you with information that it believes to be accurate based on the information and data provided by you, ImageFIRST cannot and does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on the information presented to you on or through the Site, including any information provided to you which is requested or received through the Site (such as reports ordered via or based on information gathered via the Site), is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

You acknowledge and agree that any and all representations, promises, warranties or statements by ImageFIRST’s salesperson, representative or agent that differ in any way from the terms hereof shall be given no force or effect. If ImageFIRST furnishes you with any advice or assistance concerning any products, systems or work which is not required pursuant to these Terms, the furnishing of such advice or assistance shall not subject ImageFIRST to any liability whatsoever to you, whether in contract, in tort (including negligence), under warranty or otherwise.

YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. NEITHER IMAGEFIRST NOR ANY PERSON ASSOCIATED WITH IMAGEFIRST MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES, THE SITE, THE SITE CONTENT, OR THE INFORMATION CONTAINED THEREIN. WITHOUT LIMITING THE FOREGOING, NEITHER IMAGEFIRST NOR ANYONE ASSOCIATED WITH IMAGEFIRST REPRESENTS OR WARRANTS THAT THE SITE OR ITS CONTENTS WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR SERVICES THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SITE REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

ANY PRODUCTS AND/OR SERVICES DESCRIBED ON THE SITE ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED. THE INFORMATION ON THE SITE IS NOT AN OFFER OR SOLICITATION BY ANYONE IN ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION.

5. Limitation of Liability

IN NO EVENT WILL IMAGEFIRST BE LIABLE FOR DAMAGES OTHER THAN ACTUAL AND DIRECT DAMAGES PROVEN EITHER IN A COURT OF LAW OR THROUGH ARBITRATION. IN NO EVENT SHALL IMAGEFIRST’S LIABILITY EXCEED THE PRICE YOU PAID FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF IMAGEFIRST AND ITS LICENSORS SHALL NOT EXCEED TEN US DOLLARS.

Without limiting the foregoing, you understand and acknowledge that ImageFIRST shall not be liable to you for:

1. Any indirect, incidental, consequential, punitive or exemplary losses which may be incurred by you arising out of your use of, or inability to use, the Site or the Services, including any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by you; or
2. Any loss or damage which may be incurred by you as a result of: (1) any reliance placed by you on the completeness, accuracy, or existence of any information or materials made available through the Site, including any advertising; (2) any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Site or the Services; (3) any changes that ImageFIRST may make to the Site or Services, or for any permanent or temporary cessation in the provision of the Site or Services (or any features within the Site or Services); (4) the deletion of, corruption of, unauthorized access to, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Site or the Services; (5) the use of any products or services obtained on or through the Site; or (6) any other matter relating to the Site, the Services, or the Site Content.

The limitations on ImageFIRST’s liability to you in this Section 5 shall apply whether or not ImageFIRST has been advised of or should have been aware of the possibility of any such losses arising.

IF YOU ARE DISSATISFIED WITH THE SITE, THE SERVICES, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

6. Indemnity

You agree to defend, indemnify, and hold harmless ImageFIRST, its parents, subsidiaries, officers, directors, shareholders, members, employees, agents, affiliates, licensors and suppliers, from and against all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (a) your use of and access to the Site and Services; (b) your violation of any of these Terms, including the Privacy Policy; and (c) your violation of any third party rights, including intellectual property or privacy rights. This defense and indemnification obligation will survive the termination or cessation of these Terms and your use of the Site. ImageFIRST reserves the right, at ImageFIRST’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate in all reasonable respects in such defense. You may not settle any claim that is referenced or otherwise covered by this Section 6 without the prior written consent of ImageFIRST.

7. Arbitration

You and ImageFIRST agree that any disputes arising from or relating to these Terms or your use of the Site and/or the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, which cannot be resolved informally, shall be submitted to final and binding arbitration before one (1) arbitrator; provided, however, in the event that the dispute involves an allegation of liability in excess of $250,000 USD, three (3) arbitrators shall be used. Any dispute arising out of these Terms shall be resolved exclusively through final and binding arbitration conducted by the American Arbitration Association (the “AAA”) pursuant to its Commercial Arbitration Rules. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual; and an arbitrator must also follow and enforce these Terms, as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability and the scope or enforceability of this agreement to arbitrate shall be for a court of competent jurisdiction to decide. Arbitration shall take place in Philadelphia, Pennsylvania, unless ImageFIRST elects otherwise.

The arbitrator will decide the substance of all claims in accordance with the laws of the Commonwealth of Pennsylvania. The arbitrator shall not be bound by rulings in prior arbitrations involving different ImageFIRST users, but is bound by rulings in prior arbitrations involving the same ImageFIRST user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

You acknowledge and agree that you and ImageFIRST are each waiving the right to a trial by jury. You further acknowledge and agree that you waive your right to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and ImageFIRST otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding.

In the event this Section 7 is held unenforceable, then the entirety of this Section 7 will be deemed void. Except as provided in the preceding sentence, this Section 7 will survive termination of the Terms and your use of the Site.

Notwithstanding the foregoing, each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

8. Governing Law and Jurisdiction

All matters relating to the Site, the Services, and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to its choice or conflict of law provisions or rules.

Subject to the arbitration requirements set forth herein, to the extent that any legal suit, action or proceeding arises out of, or relates to, these Terms, the Privacy Policy, the Site, or the Services, such suit shall be instituted exclusively in the U.S. District Court for the Eastern District of Pennsylvania or the Court of Common Pleas of Montgomery County, Pennsylvania. You waive any objection to the exercise of jurisdiction over you by such courts and to venue in such courts.

9. Operation of the Site and United States Law

The Site is controlled and operated from within the United States. Without limiting anything else, ImageFIRST makes no representation that the Site, Site Content, Services, products, information, or other materials available on, in, or through the Site is appropriate or available for use outside the United States, and access to them from territories where they are illegal is prohibited. Those who choose to access the Site from outside the United States do so on their own will and are responsible for compliance with applicable laws.

The Site may only be used in compliance with applicable statutes or regulations relating to the export control laws and regulations of the United States, and any amendment thereof. The Site, the Site Content, and all underlying information and technology licensed hereunder shall not be accessed, downloaded, used, possessed, or otherwise exported or re-exported to (or to a national or resident of) any country outside of the United States without first complying strictly and fully with all export controls and other applicable laws that may be imposed by the United States Government or any country or organization of nations within whose jurisdiction you use the Site, the Site Content, or any underlying information or technology.

10. Notice of Infringing Content

To complain about and/or to provide notice of allegedly infringing materials on the Site, please contact us using the contact information provided above.

11. Miscellaneous

These Terms, including the Privacy Policy, constitute the entire legal agreement between you and ImageFIRST regarding the Site and govern your use of the Site, Services, and any transactions you may have with ImageFIRST through the Site. These Terms completely replace and supersede any prior agreement or understanding, arrangement, undertaking, or proposal, written or oral, between you and ImageFIRST regarding these matters. In the event any other rule, code of conduct, or other matter posted on the Site conflicts with these Terms, these Terms shall govern. No oral explanation or oral information given by any party shall alter the interpretation of these Terms.

You understand that ImageFIRST may make changes to these Terms from time to time. Your continued use of the Site following the posting of changes to these Terms will be considered your consent to those changes. When these changes are made, ImageFIRST will make a new copy of the Terms available on the Site. You agree that ImageFIRST is under no obligation to provide you with notices regarding changes to these Terms. You understand that it is your responsibility to check the Terms regularly for changes.

You agree that any failure or delay by ImageFIRST to exercise or enforce any legal right or remedy contained in or made available by these Terms (or that ImageFIRST has the benefit of under any applicable law) will not be taken to be a formal waiver of ImageFIRST’s rights and that those rights or remedies will still be available to ImageFIRST. If any court of law, having the jurisdiction to decide a matter arising out of these Terms, rules that any provision of these Terms is invalid, then that provision will be removed from these Terms without affecting the rest of the Terms and the remaining provisions will continue to be valid and enforceable.

You hereby acknowledge and agree that we reserve the right at any time to modify or discontinue the whole, or any part of, the Site and the Services, without notice, and that we will not be responsible or liable, directly or indirectly, to you or any other person or entity for any loss or damage of any kind incurred as a result of any such modifications or discontinuance.

These Terms are binding upon you, your heirs, executors, beneficiaries, successors and assigns and you may not assign these Terms to any other party without our prior written consent, which consent may be withheld in our sole and absolute discretion.