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Terms & Conditions

General Usage of the site

Doctorpedia, Ltd.

Doctor Platform - Terms and Conditions

Last updated: December 2020

Please read these Terms and Conditions (“Terms”) carefully before using doctorpedia.com and any and all other sites (the “Site”) operated by Fabloo, LLC d/b/a Doctorpedia and/or its affiliates (“Doctorpedia”, “us”, “we”, or “our”).

Your access to and use of the Site is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to any medical professionals who create a profile on the Site (respectively, “Medical Professional/s”, “you”, “your” and “Profile”) and/or any Chief Medical Officers who run a channel on the Site (“CMO/s”, “you”, “your”).

By accessing or using the Site you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Site.

Medical Professional will take full responsibility for any appointments made and/or consultation and/or services provided by the Medical Professional to other users of Doctorpedia's website and/or any third parties, including, without limitation, by users clicking on links available on Medical Professional's Profile.

Content Provided is Not Medical Advice

We are not a health care provider. Some of the materials on the Site may provide information regarding various health issues. The contents of the Site, including, but not limited to all videos, text, graphics, images, information obtained from our licensors, users, employees and other material contained on the Site (“Content”) are for informational and educational purposes only. The Content is not intended to be – and cannot serve as – a substitute for professional medical advice, diagnosis, or treatment. Do not rely on any of the Content in making decisions regarding your health. You should always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition or any questions you have about your own health. Never disregard professional medical advice or delay in seeking it because of something you have read on the Site. Persons accessing the Content assume full responsibility for the use of the Content and agree that we are not responsible or liable for any claim, loss, or damage arising from the use of the Content.

We do not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Site. We do not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, “off-label” drug uses or other information that may be mentioned on our Site and Medical Professionals and CMOS are required to disclose any such conflicts of interest. Your reliance upon the Content obtained or used by you is solely at your own risk. Reliance on any information appearing on the Site at our invitation, or other visitors to the Site is solely at your own risk.

If you think you may be having a medical emergency, call your doctor or your local emergency services immediately.

Use of Site

Doctorpedia allows you to access and use the Site subject to the terms and conditions of these Terms for your personal use only. This does not allow you to make any commercial use of the Site or Content, unless you are a Medical Professional or CMO who entered into a separate agreement with us, in which case you may use the Site in connection with your own activities as a medical professional subject to the terms hereof.

Use of and access to the Site is void where prohibited. By using the Site, you represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older or have the permission of your parent or guardian, and (d) your use of the Site does not violate any applicable law or regulation or any obligation you may have to a third party. Except in cases in which Doctorpedia enters into separate agreements with you, currently, Doctorpedia makes the Site available free-of-charge to users, but Doctorpedia may choose at any time to charge for your future use of the Site.

You acknowledge that Doctorpedia may, in its sole discretion and at any time, modify the Site and/or discontinue providing the Site or any part thereof (including without limitation any platform which allows a Medical Professional to upload content) without notice. Doctorpedia, in its sole discretion and at any time, may change, modify or update the Site without prior notice to you, including to remove or change functionality. Doctorpedia has no obligation to maintain or support the Site or provide updates in respect thereof. By continuing to access or use our Site after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Site.

Doctorpedia may allow a Medical Professional to create a profile page as part of the Site (the “Profile”). If you choose to create a Profile, you shall make payment to Doctorpedia of the amounts set forth on a separate quotation or price list provided by Doctorpedia, which may be available at an Internet location provided to you by Doctorpedia (a “Quotation”). CMOs will enter into a separate agreement with Doctorpedia (the “CMO Agreement”). You must make payment of such amounts according to the payment terms set forth in the Quotation and/or CMO Agreement. Payment of such amounts must be without deduction or withholding including in respect of taxes or other government charges. Late payments shall be subject to a late fee of 18% per annum or, if lower, the highest amount permitted by applicable law. In the event of any conflict between these Terms and the express terms of any Quotation and/or CMO Agreement, the express terms of such Quotation and/or CMO Agreement shall govern.

Proprietary Information

Except as expressly provided hereunder, all elements comprising the Site, including without limitation, the Content and/or any text, site design, logos, graphics, icons, videos, written materials and images, as well as the selection, assembly and arrangement thereof are the sole property of Doctorpedia, our affiliates or of our licensors and are protected by copyright laws in the United States and in foreign countries. Except as expressly permitted in these Terms, any use, reproduction, modification, distribution, transmission, republication, display or performance of the Site or any Content is strictly prohibited. Trademarks, service marks and logos displayed on the Site are our exclusive property unless otherwise stated and may not be used without our express written consent. All rights not expressly granted herein are reserved to us, our affiliates and our licensors. You are authorized to view or download a single copy of the material on the Site solely for personal, noncommercial use if you include the copyright notice located at the end of the material, for example: “©2018, Fabloo, LLC d/b/a Doctorpedia. All rights reserved” and other copyright and proprietary rights notices that are shown on the Site. Any special rules for the use of certain software and other items accessible on the Site may be included elsewhere within the Site and are incorporated into these Terms by reference.

Ownership of the materials provided on the Site remains with us and/or our licensors. Your specific Content will be subject to the provisions in the “Medical Professionals’ Content” section below. Any use of the materials not expressly permitted by these Terms will constitute a breach of these Terms and may violate copyright, trademark, intellectual property and other laws. All rights not expressly granted herein are reserved to Doctorpedia and its licensors.

Permission to use the copyrighted materials is conditional on compliance with these Terms. Violation of these Terms automatically terminated your permission to use the materials.

Medical Professionals’ Content.

Representations. By uploading Content to the Site or providing any Content to Doctorpedia, the Medical Professional represents and warrants that such Content is the original work of such Medical Professional, that it does not infringe the intellectual property, privacy or moral rights of any third party, that it is not subject to any restrictions by third parties (including without limitations other websites or services), that it does not contain any defamatory, libelous, obscene or other harmful or offensive content, and that it does not violate any applicable law or regulation. We reserve the rights to remove, suspend access to or permanently delete any Content, without notice, including without limitation any Content that in our reasonable view violates the warranties set forth above or the community ethos of the Site. Such decisions shall be made in our sole discretion and you shall have no claim in respect of any such decisions by us.

The Medical Professional represents and warrants that s/he has full power and authority to enter into this Agreement and to grant to Doctorpedia the rights in the MP Content and the Contract Materials (as defined below) as set forth herein, including in any in any materials included by the Medical Professional in the MP Content or Contract Materials. Medical Professional hereby represents that you are not under any institutional or organizational obligations which would restrict your ability to perform their obligations under these Terms, including without limitation with respect to the rights granted to any Content.

Doctorpedia agrees to use its production team and technology to work with the Medical Professional to create and produce on average one video each month during the Term (the “Platform Videos”). In addition, the Medical Professional may contribute his/her own videos, articles, podcasts and other content in their area of expertise/specialization to the Medical Professional’s Profile (the “MP Content”). Such of the MP Content which is contributed through the back end of the Site’s platform, as well as any podcast in which the Medical Professional is interviewed by a representative of Doctorpedia, shall be deemed "Back-End Content". Medical Professional consents to the use of his/her image, voice, words, ideas, and written and oral material by Doctorpedia as part of the Platform Videos produced by Doctorpedia and the MP Content (including the Back-End Content) contributed by the Medical Professional. Medical Professional consents to the editing of the Platform Videos and the Back-End Content.

Disclosures. Medical Professional is required to disclose any sponsorship or conflict of interest, especially when reviewing products.

Updates. The Medical Professional shall notify Doctorpedia if s/he believes any Content associated with his/her Profile is out of date, incorrect or cease to be current best advice, and the reasons why. It shall be within Doctorpedia’s discretion whether to update the applicable Content or whether to remove or suspend access to the Content. The Medical Professional may remove or request the removal of any of the MP Content which is not Back-End Content. If Doctorpedia believes the Platform Video or Back-End Content is out of date, incorrect or ceases to be current best advice, Doctorpedia may reasonably request the update by the Medical Professional of any Platform Video or Back-End Content and if the parties are unable to come to agreement on such an update or the Medical Professional is unavailable to update, Doctorpedia may otherwise update the Platform Video or Back-End Content in its own discretion, or decide to remove the Platform Video or Back-End Content entirely from the Site or any other platforms through which it is accessible or distributed.

Ownership over Platform Videos and Back-End Content. Unless otherwise agreed by the parties under a separate written agreement, all Platform Videos and Back-End Content shall be exclusively owned by Doctorpedia and may be included on Doctorpedia Site and/or other Doctorpedia platforms, may be promoted by Doctorpedia, or may be distributed by Doctorpedia to authorized third parties. The Medical Professional acknowledges that he/she does not reserve or retain any right, title or interest in any Platform Videos and Back-End Content and that by the execution of this Agreement, all rights in the Platform Videos and Back-End Content are assigned to or otherwise transferred to Doctorpedia.

Unless otherwise agreed by the parties under a separate written agreement, the Platform Videos and Back-End Content are hereby non-exclusively licensed during the Term to the Medical Professional for promotional and marketing purposes in relation to the Medical Professional’s practice, on the Medical Professional’s own website as part of a social media platform, subject to: (i) inclusion of a link to the Platform Video and Back-End Content on Doctorpedia’s Site or such other location required by Doctorpedia; (ii) provision of information related thereto as reasonably required by Doctorpedia; and (iii) compliance with Doctorpedia’s or its assignees' request for removal.

Trademarks. Medical Professional will not remove any Doctorpedia trademarks, logos and/or trade names (the "Marks") from Platform Videos and/or Back-End Content. Doctorpedia hereby grants Medical Professional a limited, non-exclusive, non-transferable license to use the Marks solely in connection with the publicizing of the Platform Videos and/or Back-End Content, on condition that Medical Professional will not at any time do any act which may in any way impair the rights of Doctorpedia in the Marks and shall not use the Marks in a manner which dilutes, detracts from or damages the goodwill appurtenant thereto. Medical Professional will follow all Doctorpedia instructions with respect to use of the Marks. All goodwill arising from Medical Professional’s use of Marks will inure solely to the benefit of Doctorpedia. Upon Doctorpedia's request, the limited license granted hereunder shall immediately terminate and Medical Professional shall cease all use of the Marks. Title to and ownership of all proprietary rights in or related to the Marks remains at all times with Doctorpedia.

MP Content License. The Medical Professional hereby grants to Doctorpedia the non-exclusive worldwide royalty-free right and license to use, edit, copy, reproduce, publish, broadcast, display, perform publicly, market, distribute, sublicense, make available, exploit, create derivative works, rent and license others to use, in its sole discretion, all or any part of the MP Content (which is not Back-End Content) during the Term on Doctorpedia’s Site as part of the Medical Professional’s Profile on the Platform and/or in connection with the marketing and promotion of the Site.

Approval of Platform Video and Back-End Content. The Medical Professional shall ensure that the information in the Platform Video and Back-End Content, as approved by the Medical Professional in its final version, is accurate and not misleading.

Disclaimers. Each of the parties shall ensure that any video or Content included in the Platform Video or Back-End Content provided by them for inclusion as part of a Profile has a disclaimer at the start and end of the video or Content, or in another prominent location, which disclaimer addresses the fact that the information provided is general and should not be considered medical advice or consultation and liability is disclaimed.

Articles or other written material shall contain a date of publication.

DOCTORPEDIA DOES NOT ENDORSE ANY CONTENT OR ANY OPINION, RECOMMENDATION, OR MEDICAL ADVICE EXPRESSED BY MEDICAL PROFESSIONAL AND/OR ANY USER OF DOCTORPEDIA'S WEBSITE AND DOCTORPEDIA EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH ANY USER CONTENT.

IP Rights in Platform Videos and Back-End Content. Unless otherwise agreed by the parties under a separate written agreement, Medical Professional acknowledges that the Platform Videos and Back-End Content, along with all Intellectual Property Rights (as defined below) contained therein, (together, the, “Contract Materials”) shall be wholly owned by Doctorpedia and that Doctorpedia shall have the exclusive worldwide right to use, edit, copy, reproduce, publish, broadcast, display, perform publicly, market, distribute, sublicense, make available, sell and exploit the Contract Materials, through any and all means available, whether now existing or subsequently arising, and to authorize others to do any and all of the aforesaid; and to utilize the Contract Materials in combination with any other works, in and as part of any collective works, and to do so in any and all forms and formats whether physical, digital and electronic, including the right to prepare derivative works of the Contract Materials. For clarity, this right includes the right of promotion and combination with videos or other content by other Medical Professionals.

Unless otherwise agreed by the parties under a separate written agreement, the Medical Professional acknowledges that he/she does not reserve or retain any right, title or interest in any Contract Materials and that by the execution of this Agreement, all rights in the Contract Materials are hereby assigned to or otherwise transferred and shall be assigned to or otherwise transferred to Doctorpedia.

To the extent that any Intellectual Property Rights or other right deriving from the Contract Materials arises in the Medical Professional, the Medical Professional hereby transfers, grants, conveys and assigns and shall transfer, grant, convey and assign to Doctorpedia, exclusively for and throughout the world, in and for all languages, whether now existing or subsequently developed, all of the Intellectual Property and all of the Medical Professional’s right, title and interests in the Contract Materials, including but not limited to all rights of moral attribution and identification and other rights developed or created at law, as well as all rights of the Medical Professional as an author, inventor, developer or creator howsoever arising therein.

“Intellectual Property Rights” means all copyrights, design rights, trademarks and service marks, patents, moral rights, design rights and other similar rights and all intellectual property rights therein, whether or not registered.

Nothing in this Agreement is intended to prevent or restrict in any way the Medical Professional from operating his/her medical practice, from publicizing his/her medical practice, including with other videos or using social media, or from conducting medical research and publishing any results.

Likeness and Trademarks. The Medical Professional hereby grants a license to Doctorpedia, on a non-exclusive basis, to use the Medical Professional’s name, likeness, biographical material and any company logos or marks as part of its websites and publications in relation to and for the promotion of the Contract Materials and/or MP Content and generally in relation to the promotion of the Doctorpedia Site and/or platform.

Doctorpedia shall have the copyright in and the right to obtain registered copyrights, trademarks, service marks or other marks concerning the Contract Materials in or under the laws of any governmental authority, in copyright, design, patent and trademark offices or in any other governmental authority offices throughout the world and shall have the right to sue for and collect damages predicated on past, present or future infringements of the Contract Materials, or past, present or future actions or omissions, whether known or unknown.

After termination of this Agreement, Medical Professional will not be allowed to upload any new Content to his/her Profile. Any Content associated with the Medical Professional's Profile, whether Contract Materials or MP Content, may remain or be removed from the Profile, at Doctorpedia's sole discretion.

Feedback. You are not required to provide us with any feedback or suggestions regarding the Site. However, should you provide us with comments or suggestions for the modification, correction, improvement or enhancement of the Site then you agree that no such feedback shall be subject to any obligation of confidentiality, and we may use or publish such feedback at our discretion.

Copyright Infringement.

Doctorpedia respects the intellectual property rights of others and expects its users to do the same. Doctorpedia will remove all infringing user content if properly notified that it infringes third party intellectual property rights, and may do so at its sole discretion, without prior notice to users at any time. Under the Digital Millennium Copyright Act of 1998 (the “DMCA”), it is Doctorpedia's policy to respond expeditiously to copyright owners who believe material appearing on the Platform infringes their rights. If a party believes that something appearing on the Platform infringes its copyright, such party may send Doctorpedia a notice requesting that it be removed, or access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA lets you send Doctorpedia a counter-notice. It is Doctorpedia policy to determine whether it is appropriate to terminate the account of repeat infringers, taking all facts and circumstances into account. Notices and counter-notices must meet the DMCA’s requirements. Doctorpedia suggests that you consult a legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to Doctorpedia's copyright agent: legal@doctorpedia.com

Use Restrictions

When posting Content and/or communicating with other users, you undertake to conform to legal restrictions, medical ethics and to use common sense. You may not input, post share or use in connection with Site personally identifiable third party information (including without limitation patient information).

Sponsored posts and/or Content posted by Medical Professionals and/or CMOs must be clearly marked as such. Educational and/or governmental collaborations need to be disclosed as well.

You may not use Content accessed or provided by means of the Site to create a database (whether in print or electronically).

You agree that you will not act in any way or transmit any Content that: (a) restricts or inhibits use of the Site; (b) solicits another person’s password or other personal information under false pretenses; (c) impersonates another user or otherwise misrepresents yourself in any manner; (d) infringes (or results in the infringement of) our intellectual property or other rights or those of any other third party (including any patient); (e) is (or you reasonably believe or should reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (f) does not comply with all applicable laws, rules, or regulations, including with respect to activities by health care professionals and including obtaining all necessary permits, licenses, registrations, etc. (in the case of any proposed or actual transaction, “applicable” refers to both your own location and to location(s) of all other parties to the transaction); or would cause us to be in violation of any law or regulation, or to infringe any right of any third party; (g) contains falsehoods or misrepresentations that may damage us or any third party; (h) imposes an unreasonably or disproportionately large load on our infrastructure; or (i) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (i) material that has not been approved by any applicable medical, drug or device regulator or that violates medical ethics, (ii) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (iii) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (iv) pornography (including any obscene material, and anything depicting children in sexually suggestive situations whether or not depicting actual children) or may be harmful to a minor, (iv) any virus, worm, trojan horse, or other harmful or disruptive component or (v) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate.

The software and technology underlying the Site is our property, and you may not do or attempt to (a) decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Site, including in order to allow you to copy or download any Content; (b) circumvent, disable, or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content; (c) registered Medical Professionals and CMOs may use the Site and/or Content in connections with their activities as a medical professional subject to the terms hereof; (d) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Site; (e) harvest, collect or mine information about other users of the Site; or (f) use or access another user’s account or password without permission.

Other Provisions Relating to the Site

Availability

We shall use reasonable commercial efforts to maintain the availability of the Site, but does not guarantee any specific level of availability of Site. We will not be liable to you as a result of temporary or permanent service interruptions.

No Liability for Links

The Site may provide links to websites operated by its affiliates and third parties, including links provided by Medical Professionals and/or CMOs. We make no representations whatsoever about any affiliate or third party websites that may be accessed through the Site, and the fact that such link appears should not be construed as an endorsement of that site or its proprietor, even if the link is provided by Medical Professionals and/or CMOs. Doctorpedia has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites. You acknowledge and agree that Doctorpedia shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.

Disclaimers & Disclaimer of Warranty

Your use of the Site is in your sole discretion and risk. The Site are provided on an AS IS and AS AVAILABLE basis without warranties of any kind from us. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE Site and to the goods or services made available through the Site, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE Site; OR (II) THAT THE Site WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED BY THE SITE. Neither Doctorpedia, nor any of if its affiliates, subsidiaries, licensors, or suppliers make any representations regarding the satisfaction of any applicable government regulations regarding prescription drug products, medical devices or treatments or the approval or compliance of any software tools related to the Content of the Site.

Content on the Site comes from a variety of sources, including from the Medical Professionals and CMOs as well as reviews from other users of the Site. While Doctorpedia attempts to be as accurate as possible, WE DO NOT WARRANT THAT ANY CONTENT, MEDICAL OR OTHER, IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE ARE NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT PROVIDED TO YOU VIA THE SITE, WHETHER CAUSED BY USERS OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE SITE. WE CANNOT AND DO NOT ACCEPT ANY LIABILITY FOR ANY RELIANCE BY YOU ON SUCH INFORMATION. We reserve the right to correct any errors, inaccuracies or omissions and to change or update Content and/or information at any time without prior notice.

You understand that we are not responsible for the accuracy, usefulness, safety, appropriateness or intellectual property rights of or relating to any Content available on the Site.  Although users must agree to these Terms, it is possible that other users (including unauthorized users) may post or transmit offensive or obscene materials that you may be involuntarily exposed to such offensive or obscene materials, and you hereby agree to waive, and do waive, any legal or equitable rights or remedies you have or may have against us with respect to thereto. It also is possible for others to obtain personal information about you due to your use of the Site, including any personal information that you may choose to make available. Anyone receiving or viewing the Content on the Site may use your information for purposes other than what you intended. We are not responsible for the use of any personal information that you disclose on the Site. Please carefully select the type of information that you post or release to others. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SITE OR OTHERWISE.

No advice or information, whether oral or written, obtained by you from us, shall create any warranty not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you. Use of this Site involves the transmission of Content and data via a medium that may be beyond our control and jurisdiction and/or the control of our suppliers. Doctorpedia assumes no liability or responsibility for any delay, failures, interruption, or corruption of any data or any other information transmit in connection with the Site.

Limitation of Liability

We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content on the Site. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on the Site, including any injury or damage to users or to any person's computer related to or resulting from participation or downloading materials in connection with the Site. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death, resulting from use of the Site, from any Content posted on or through the Site, or from the conduct of any users of the Site, whether online or offline.

IN NO EVENT SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR CONTENT, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE SITE, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO US FOR USE OF THE SITE. IF YOU HAVE NOT MADE ANY PAYMENTS TO US FOR THE USE OF THE SITE, THEN WE SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.

Indemnification

You agree to indemnify, defend, and hold harmless us and our respective employees, directors, officers, subcontractors and agents of each, against any and all claims, damages, or costs or expenses (including reasonable attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer or password; (b) any claim that your performance, advice, Content or materials contributed by you are misleading, inadequate, incomplete or negligent or fail to meet current standards in the subject area for medical information; (c) your loss of license to practice medicine, or such certification as is generally required for the subject area for which they have been retained; (d) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Site, including any transactions that you conduct or attempt; (e) your violation of any law or regulation; (f) your infringement of any right of any third party; (g) information and/or Content you provide to or use in connection with the services violating third party intellectual, privacy or other rights; (h) the violation of applicable law and (i) any other matter for which you are responsible hereunder or under law. You agree that your use of the Site, including, without limitation, provision of services in connection with the Site) shall be in compliance with all applicable laws, regulations and guidelines.

Doctorpedia shall defend, indemnify and hold harmless the Medical Professional and/or CMO, his/her agents and employees (including any successors or assigns) from and against third party claims, damages, losses and expenses, including but not limited to attorney’s fees, arising or resulting in any way from: (i) any material inserted by Doctorpedia into Content; and (ii) the violation by Doctorpedia of applicable law.

Term

Unless otherwise agreed by the parties under a separate written agreement, the term of these Terms shall last for 12 months, after which period, the Terms shall be renewed for additional 12 month terms, unless expressly terminated by written notice of a party 30 days prior to end of the then current term (together, the “Term”). Either party may terminate these Terms if the other party has breached a material provision of these Terms and, if such breach may be cured, such breach is not cured within 30 days of the receipt of written notice of such breach from the other party, such termination to be effective upon receipt thereof. Additionally, either party may terminate these Terms upon written notice taking immediate effect, upon the filing by any person of a petition for the winding-up or liquidation or the appointment of a receiver on most of the assets of the terminated party, if petition has not been withdrawn or dismissed within 30 days of its filing.

Continuing Obligations upon Termination and/or Expiration

Following expiration or termination of these Terms for any reason, all of your rights to use or access the Site shall cease. The parties agree to maintain the confidentiality of any proprietary information, including proprietary or confidential customer information, which they obtain from each other during the term of these Terms.

Miscellaneous

No Agency or Partnership.

These Terms do not constitute the parties as the legal representatives, agents, partners or joint ventures of each other for any purpose whatsoever. The parties have no right to create any obligations or responsibilities, express or implied, on behalf or in the name of the other, or to bind the other, legally, beneficially or otherwise.

Status.

The Medical Professional’s and CMO’s status under these Terms and/or any agreement entered into with him/her Agreement is and shall remain that of an independent contractor for all purposes, including without limitation payment of social security, withholding and all other taxes that any governmental authority may impose. The Medical Professional and CMO warrant that they hold a license to practice Medicine, or such certification as is generally required for the subject area for which they have been retained, and malpractice insurance covering the obligations hereunder. Medical Professional and the CMO shall notify Doctorpedia if the license ceases to be held at any time or the Medical Professional and the CMO cease to be covered by malpractice insurance.

Waiver

Our failure to exercise or enforce any right conferred upon us hereunder shall not be deemed to be a waiver of any such right, or operate to bar the exercise or performance thereof at any time or times thereafter. A waiver of any right hereunder at any given time, including rights to any payments, shall not be deemed a waiver thereof for any other time.

Severability

If any provision of these Terms is held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, you and we shall, if possible, agree on a legal, valid and enforceable substitute provision which is as similar in effect to the deleted provision as possible. The remaining portion of these Terms not declared illegal, invalid or unenforceable shall, in any event, remain valid and effective for the term remaining unless the provision found illegal, invalid, or unenforceable goes to the essence of these Terms.

Notice

All notices hereunder shall be in writing, personally delivered, by certified mail, return receipt requested, or by nationally recognized overnight delivery service, or e-mail, if to us, at email: contact@doctorpedia.com. A notice shall be effective from the date of personal delivery or upon receipt if sent by certified mail, and upon the date of sending if sent by e-mail.

Governing Law and Venue

These Terms shall be interpreted in accordance with the laws of the California, United States. Customer agrees that any legal or equitable action of whatever nature by or against us arising out of or related in any respect to these Terms shall be brought exclusively in the competent courts of Los Angeles, California, United States.

Assignment

We may assign our rights and obligations hereunder to any third party without prior notice. You shall not assign any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void.

Invalidity.

If a court of competent jurisdiction holds that any one or more of these Terms’ provisions are invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any of these Terms’ other provisions, and these Terms’ shall be construed as if it had never contained such invalid, illegal or unenforceable provisions.

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If you have any questions about these Terms, please contact us at: contact@doctorpedia.com

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