Terms of use

Please read this Terms of Use Agreement (“Agreement”) carefully before accessing or using this ImpediMed Limited and its subsidiaries’, ImpediMed, Inc. and XiTRON Technologies, Inc, collectively called “ImpediMed”, websites. References herein to the “ImpediMed” website shall collectively include and refer to ImpediMed’s website and websites sponsored by ImpediMed without limitation. These Terms of Use describe the rules for visitors to this website. By accessing the website, you agree to be bound by the terms of this Agreement. If you do not wish to be bound by these terms, please do not access or use the website.

If any term, condition, or provision of this agreement is determined to be unlawful, invalid, void, or for any reason, unenforceable, the validity and enforceability of the remaining terms, conditions, and provisions shall not in any way be affected or impaired thereby. This Agreement constitutes the entire agreement between you and ImpediMed relating to the subject matter herein.

ImpediMed may modify this Agreement at any time, and such modifications will be effective immediately upon posting the modified Agreement. Please review the Terms of Use each time you visit the website. Your continued access or use of the website after a modification will be deemed your acceptance of the modified Agreement.

This website does not provide medical advice

The materials on this website are for general educational information purposes only. Information you read on this site cannot replace the relationship that you have with your physician or health care professional. Neither ImpediMed nor websites it may sponsor practice medicine or provide medical services or advice. The information on this website should not be considered medical advice. Never disregard professional medical advice or delay in seeking it because of something you read on this website. You should always seek the advice of your physician or other qualified health care professional with any questions you may have regarding a medical condition or for any advice on diagnosis or treatment. Reliance on any information provided by ImpediMed, others appearing on this website, or visitors to the website is solely at your own risk.

Notice to physicians and health insurance providers

ImpediMed has been assigned a dedicated CPT code (0239T) by the American Medical Association (AMA). Correct coding and billing procedures are the responsibility of the physician. Any financial representations on the website are not intended to represent an indication of payment potential, nor are they to be construed as recommended guidelines for the establishment of policy, practice guidelines, or standards of care.

Notice to investors

Information on ImpediMed websites is provided for informational purposes only, and does not constitute an offer or solicitation to buy or sell ImpediMed Limited shares in any jurisdiction where such would be prohibited. All investments involve different degrees of risk. In making any investment you should be aware of your risk tolerance level and financial situations at all times. Furthermore, you should seek professional investment advice before making any investment decisions. ImpediMed Limited, its subsidiaries, and/or its shareholders, directors, officers and/or employees make no investment recommendations in respect to any investment made in ImpediMed Limited.

Children’s privacy and note to parents

This website is not intended for anyone under the age of 18. ImpediMed cares about protecting the online privacy of children and will not knowingly collect any personal information via this website from visitors of this age group. If you believe that ImpediMed has collected information from a child under 18 on this website, please contact us. ImpediMed encourages parents to talk to their children about their use of the Internet and any information they disclose to websites.

Copyrights and trademarks notice

All website content is Copyright 2012 by ImpediMed. The materials of this website belong to or are licensed to ImpediMed. The materials are protected by United States and foreign copyright laws. ImpediMed also owns or has licensed the names it uses for products or services on this website. These names are protected by United States and foreign trademark laws. All trademarks are the property of their respective owners. All rights not expressly granted are reserved.

Use of content

You may email, download, or print copies of the materials on this website but only for your personal, noncommercial use. When you email, download, or print a copy of the materials, you must include all copyright and other notices that are in the material. Title to the materials remains with ImpediMed or with the authors of the materials. All rights not expressly granted are reserved.

No warranties

Use of this website and its content is at your own risk. All content is provided to you on an “as is,” “as available basis.” ImpediMed disclaims all warranties of any kind, express or implied, statutory or otherwise, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

ImpediMed makes no warranty as to the accuracy, completeness, currency or reliability of any content available through this website. ImpediMed makes no representation or warranties that use of this website will be uninterrupted or error-free. You are responsible for taking all precautions necessary to ensure that any content you may obtain from this website is free of viruses and any other potentially destructive computer code.

Limitation of liability

ImpediMed shall not be liable for damages of any kind, including without limitation special or consequential damages, arising out of your access to, or inability to access, this website or your use of, or reliance upon, this website or the content.

In no event will ImpediMed or any party involved in creating, producing, or delivering information to the website be liable to any party for any indirect, special, or other consequential damages, including without limitation, any lost profits, business interruption, loss of programs or other data.

Password protection

This website may have tools that allow you to record and store information. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your ImpediMed website passwords and accounts. It is your sole responsibility to control the dissemination and use of passwords and access to your account.

User submissions and the use of website

The information that you submit to this website is governed by the ImpediMed Privacy Policy. The Privacy Policy tells you how we protect and use the information that is received from you or about you during your website visits. Please be sure to read the entire Privacy Policy very carefully before using or submitting information to this website. To the extent that there is an inconsistency between this Agreement and the ImpediMed Privacy Policy, this Agreement shall govern.

You agree that you will not upload or transmit any communications or content of any type to the Public Areas, if applicable, (areas of the website accessible by the visitor for blogs, messages, postings, reviews, etc.) of the website that infringe or violate any rights of any party. By submitting communications or content to the Public Areas, you agree that such submission is non-confidential for all purposes.

If you make any submission to a Public Area or if you submit any business information, idea, concept, order, question or invention to ImpediMed by email, you automatically grant or warrant that the owner of such content has granted ImpediMed an unrestricted, royalty-free, irrevocable license to use the content in any form, format or forum and agree that ImpediMed is free to use them for any purpose.

You agree to only post or upload media that you have taken yourself or that you have all rights to transmit and license and which do not violate trademark, copyright, privacy or other rights of any other person.

It is strictly prohibited to upload media of any kind that contains expression of hate, abuse, offensive images or conduct, obscenity, pornography, sexually explicit or any material that could give rise to any civil or criminal liability under applicable law or regulations or that otherwise may be in conflict with these Terms of Use or the ImpediMed Privacy Policy.

You agree that you will not upload any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or this website.

ImpediMed reserves the right to review all media prior to submission to the website and to remove any media for any reason, at any time, without prior notice, at our sole discretion.

User code of conduct

In consideration of being allowed to use the Public Areas, you agree that the following actions shall constitute a material breach of these Terms of Use:

  1. Using a Public Area for any purpose in violation of local, state, national, or international laws;
  2. Posting material that infringes on the intellectual property rights of others, including, without limitation, copyright or trademark rights; or infringes on the privacy or publicity rights of others;
  3. Posting material that is unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity as determined by ImpediMed in its sole discretion;
  4. Posting advertisements or solicitations of business;
  5. Posting or transmitting any communication or solicitation designed or intended to obtain password, account, or private information from any other website user;
  6. After receiving a warning, continuing to disrupt the normal flow of dialogue, or posting comments that are not related to the topic being discussed (unless it is clear the discussion is free-form);
  7. Posting chain letters or pyramid schemes;
  8. Submitting comments linking to multi-level marketing schemes;
  9. Bypassing any measures ImpediMed may use to prevent or restrict access to the website; or attempting to impersonate another person;
  10. Distributing viruses or other harmful computer code;
  11. Using any robot, spider, scraper or other automated means to access the website for any purpose without express written permission;
  12. Harvesting or otherwise collecting information about others, including email addresses, without their identification for posting or viewing comments;
  13. Taking any action that imposes, or may impose in ImpediMed’s sole discretion an unreasonable or disproportionately large load on its infrastructure;
  14. Allowing any other person or entity to use your identification for posting or viewing comments;
  15. Posting the same note more than once or “spamming”;
  16. Engaging in any other conduct that restricts or inhibits any other person from using or enjoying the Public Area or the Site, or which, in the judgment of ImpediMed, exposes ImpediMed or any of its customers or suppliers to any liability or detriment of any type.

To report Terms of Use abuse, please notify ImpediMed through the Contact Us section of our website.

You agree that you are and shall remain solely responsible for the content of any submissions that you may make. Further, you agree that ImpediMed may remove any content and accounts at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content), or for no reason at all. ImpediMed has no liability or responsibility to users of the website or any other person or entity for performance or nonperformance of the aforementioned activities.

Searches and links to other sites

ImpediMed may provide links to third-party websites. ImpediMed is neither responsible nor liable for your use of other websites which you may access via certain links within this site.
ImpediMed has no control over these linked sites, is not responsible for the availability or maintenance of these websites, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials available through such other websites. You assume total responsibility and risk for your access and use of the website, including your responsibility to evaluate the accuracy, completeness, and usefulness of all material provided through the website. Your use of other websites is subject to the terms of use of those websites, including the privacy policies of those websites. A link to a third party website does not constitute sponsorship, approval or responsibility for any third-party website. ImpediMed is not responsible for the practices of those third party websites. You access linked websites at your own risk.

Indemnity

You agree to indemnify, defend, and hold harmless ImpediMed, its subsidiaries, its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the website from and against all loses, expenses, damages and costs, including reasonable attorney’s fees, resulting from any information you provide or from any violation of this Agreement by you.

Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the State of California applicable to agreements made and entirely to be performed within California, without resort to its conflict of law provisions. The ImpediMed related websites shall be deemed passive websites that do not give rise to personal jurisdiction over ImpediMed, either specific or general, in jurisdictions other than California. Regardless of where you access this website, you agree that any action at law or in equity arising out of or relating to these terms and conditions shall be filed and adjudicated only in the federal or state courts located in San Diego County, California, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction and venue of such courts in connection with any dispute relating to this website, these Terms of Use, or any claim involving ImpediMed or its affiliates, subsidiaries, employees, contractors, officers, directors, and content providers.

Other legal provisions and rules about this website

In addition to the rules in these Terms of Use and the Privacy Policy, you may be subject to additional terms that may apply when you access particular services or materials on certain areas in this website. Please read our Privacy Policy to learn how we protect and use information that we gather through this website.
Your obligations under this section and the sections called “User Submissions and Use of Website”, “Code of Conduct”, “No Warranties” and “Limitation of Liability” will survive termination of these Terms of Use.

If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
If you violate these Terms of Use or the Privacy Policy in a way that causes harm to others, you agree to hold ImpediMed harmless against any liability for that harm.

Legal equivalency

This electronic document and any other electronic documents, policies and guidelines incorporated herein will be: (i) deemed for all purposes to be a “writing” or “in writing,” and to comply with all statutory, contractual, and other legal requirements for a writing: (ii) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (iii) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation or administer of proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.

Service Level Agreement (SLA)

The SOZO Services are based on multi-tenanted operating model that applies common, consistent management practices for all ImpediMed customers using the SOZO System. This document states the ImpediMed SOZO Service Level Agreement (“SLA”) with its Customers and are applicable for the SOZO Services during the Subscription Term. This SLA forms part of the SOZO Terms and Conditions, Quotation and other related documents which evidence Customer’s agreement with ImpediMed (collectively, the “Agreement”). Capitalized terms, unless otherwise defined herein, shall have the same meaning as in the Agreement. This SLA may be updated from time to time by ImpediMed by posting an updated version to https://www.impedimed.com/terms-of-use/ or such other web address provided by ImpediMed to Customer in the future, which update will be effective from the date and time of posting.

1. Definitions

  1. Total” is total minutes in the month.
  2. Unplanned Outage” is total minutes unavailable due to an unplanned outage in the month which must reflect at least a Priority 1 Error as defined in the ImpediMed SOZO Services Support Document.
  3. Planned Maintenance” is total minutes of planned maintenance in the month.
  4. A “Service Credit” is [a dollar credit], calculated as set forth below, that may only be applied to prospective invoices for the SOZO Services.

2. Service commitment

ImpediMed will use commercially reasonable efforts to maintain the SOZO Services at an Availability of at least 99%, during each month of the Subscription Term (the “Service Commitment”). In the event that the SOZO Services do not meet the Service Commitment, Customer will be eligible to receive a Service Credit as described below. “Availability” is calculated as follows:

Total – Unplanned Outage – Planned Maintenance
Total – Planned Maintenance – Outages Caused by SLA Exclusions
X 100

Currently Planned Maintenance is four (4) hours for monthly maintenance Thursday; monthly maintenance begins at 11:00 PM (PST) .All times are subject to change upon reasonable notice.
If actual maintenance exceeds the time allocated for Planned Maintenance it is not considered as an Unplanned Outage except to the extent that any such excess time occurs during the hours of 8:00am (Eastern) to 7:00pm (Eastern), Monday through Friday. If actual maintenance is less than time allocated for Planned Maintenance, the time is not applied as a credit to offset any Unplanned Outage time for the month.

Customer may request an Availability report not more than once per month.

3. Service credits

Service Credits are calculated as a percentage of the total charges paid by Customer for the SOZO Services for the month in which the Availability fell within the ranges set forth in the table below:

Monthly Availability Service Credit Percentage
Less than 99% but greater than or equal to 98.0% 5%
Less than 93% but greater than or equal to 98.0% 10%
Less than 93.0% 20%

ImpediMed will apply any Service Credits only against future payments for the SOZO Services otherwise due from Customer. Service Credits will not entitle Customer to any refund or other payment from ImpediMed. Unless otherwise provided in the Agreement, Customer’s sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the SOZO Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

Credit Request and Payment Procedures

  1. the words “SLA Credit Request” in the subject line;
  2. the dates and times of each lack of Availability incident that Customer is claiming;
  3. the billing cycle with respect to which Customer are claiming Service Credits; and
  4. Customer’s request logs that document the errors and corroborate Customer’s claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks)

If the Availability of such request is confirmed by us and is less than the Service Commitment, then ImpediMed will issue the Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed by ImpediMed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving a Service Credit.

4. SLA exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of the SOZO Services, or any other performance issues: (i) caused by factors outside of ImpediMed’s reasonable control including any force majeure event or Internet access or related problems beyond the demarcation point of the SOZO Services; (ii) that result from any voluntary actions or inactions by Customer or any third party; (iii) that result from Customer’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (iv) that result from Customer not following the best practices described in the Documentation; or (v) arising from our suspension or termination of Customer’s right to use the SOZO Services in accordance with the Agreement (collectively, the “SLA Exclusions”). If Availability is impacted by factors other than those used in our Availability calculation, then ImpediMed may issue a Service Credit considering such factors at our discretion.

Support document

This support document (this “Support Document”) describes the support which ImpediMed will provide its Customers and is applicable for the Software and SOZO Services during the Subscription Term. This Support Document forms part of the SOZO Terms and Conditions, Quotation and other related documents which evidence Customer’s agreement with ImpediMed (collectively, the “Agreement”). Capitalized terms, unless otherwise defined herein, shall have the same meaning as in the Agreement. This Support Document may be updated from time to time by ImpediMed by posting an updated version to https://www.impedimed.com/terms-of-use/ or such other web address provided by ImpediMed to Customer in the future , which update will be effective from the date of posting.

This Support Document describes the support services that ImpediMed shall provide for Customer for the Software and SOZO Services:

1. Certain definitions

  1. “Error” means any failure of the SOZO Services or Software to conform in any material respect with the Documentation.
  2. “Error Correction” means either a bug fix, patch, or other modification or addition that brings the Software or SOZO Services into material conformity with the Documentation.
  3. “Priority 1 Error” means an Error that renders the Software or SOZO Services inoperative or causes a complete failure of the Software or SOZO Services.
  4. “Priority 2 Error” means an Error that substantially degrades the performance of the Software or SOZO Services or materially restricts Customer’s use of the Software or SOZO Services.
  5. “Priority 3 Error” means an Error that causes only a minor impact on Customer’s use of the Software or SOZO Services.

2. Error reporting and resolution

  1. Error Reporting. ImpediMed shall provide Customer with email customer support twenty-four (24) hours per day, seven (7) days per week for the reporting of Errors, and telephone support during ImpediMed’s normal business hours, in each event excluding ImpediMed holidays.
  2. Service Error Resolution. Subject to the provisions below, Customer’s Name Support Contacts shall report all Errors in the Software or SOZO Services to ImpediMed in sufficient detail, with sufficient explanation of the circumstances under which the Error occurred or is occurring, and shall reasonably classify the Error as a Priority 1, 2, or 3 Error. ImpediMed shall use commercially reasonable efforts to correct any Error in the Software or SOZO Services reported by Customer, in accordance with the priority level actually assigned by ImpediMed to such Error, as follows:
    1. Priority 1 Errors. In the event of a Priority 1 Error in the Software or SOZO Services, ImpediMed shall, within two (2) hours of receiving Customer’s report, commence verification of the Error. Upon verification, ImpediMed shall use commercially reasonable efforts to resolve the Error with an Error Correction as soon as practicable. ImpediMed shall provide Customer with periodic reports (no less frequently than once every eight (8) hours) on the status of the Error Correction.
    2. Priority 2 Errors. In the event of a Priority 2 Error in the Software or SOZO Services, ImpediMed shall, within one (1) business day of receiving Customer’s report, commence verification of the Error. Upon verification, ImpediMed shall use commercially reasonable efforts to resolve the Error with an Error Correction as soon as practicable. ImpediMed shall provide Customer with periodic reports (no less frequently than once every twenty-four (24) hours) on the status of the Error Correction.
    3. Priority 3 Errors. In the event of a Priority 3 Error in the Software or SOZO Services, ImpediMed shall, within two (2) business days of receiving Customer’s report, commence verification of the Error. Upon verification, ImpediMed shall use commercially reasonable efforts to resolve the Error with an Error Correction. ImpediMed shall provide Customer with periodic reports on the status of the Error Correction.

3. Case submittal and reporting

Customer’s Named Support Contacts may submit cases to ImpediMed via ImpediMed’s customer support system. Named Support Contacts must be trained in the Software or SOZO Services offerings for which they can initiate support requests. Each case will be assigned a unique case number. ImpediMed will respond to each case in accordance with this SLA and will use commercially reasonable efforts to promptly resolve each case. Actual resolution time will depend on the nature of the case and resolution itself. A resolution may consist of a fix, workaround, delivery of information or other commercially reasonable solution of the issue.

4. ImpediMed support scope

ImpediMed will support functionality provided by the Software or SOZO Services and under its direct control. For all other functionality, and/or issues or errors in the Software or SOZO Services caused by issues, errors and/or changes in Customer information systems and/or third party products or services (e.g., cloud computing services), ImpediMed may assist Customer and its third party providers in diagnosing and resolving issues or errors but Customer acknowledges that these matters are outside of ImpediMed’s support obligations. Failures attributed to the foregoing, as well as (i) Customer’s acts or omissions, including without limitation, using the Software or SOZO Services in a manner inconsistent with the Agreement or any Documentation; and (ii) force majeure events or other factors outside of ImpediMed’s reasonable control, shall be excused.

Questions, comments and notices

You may deliver any questions, comments and notices to ImpediMed by using the Contact feature of this website.