If you are using our services or accessing our Site on behalf of a corporate entity or organization, then you agree to these Terms on behalf of that corporate entity or organization and its affiliates and you represent that you have the authority to do so. In such a scenario, the words “you” and “your” when used in these Terms will apply to your or organization and its affiliates as well as you as an individual, as appropriate.
Medical User will take full responsibility for any appointments made and/or consultation and/or services provided by the Medical User to other users of Doctorpedia’s Site and/or any third parties, including, without limitation, by users clicking on links available on the 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 (the “Content”) are for informational and educational purposes only. For avoidance of doubt, references in these Terms to “Content” will include “User Content”, as defined below, except where the context requires otherwise. 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 own 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 and/or in context of appointments made by means of 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 any Medical Users or partners who post on the Site 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, 911 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 User who has made a payment to us and/or 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, practice and/or hospital, 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, such as to allow you to create a Profile, 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 User 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 User to create a Profile page as part of the Site. 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”). There are various packages available on the Quotation (the “Package”). You must make payment of such amounts according to the payment terms set forth in the Quotation (and applicable Package). 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, the express terms of such Quotation shall govern. The relevant Medical User is required to be current with the applicable payments. If you do not stay current with the same, Doctorpedia may remove the Content on the Profile. Doctorpedia reserves the right to update the amounts listed on the Quotation and/or Package terms at any time.
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 , and the trademarks, service marks and logos (the “Marks”) (collectively, the “Site Materials”)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 Materials is strictly prohibited. The Marks 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. 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 Site Materials remains with us and/or our licensors, including the other medical professionals you see featured on the Site. Your specific Content will be subject to the provisions in the “Medical Users’ Content” section below. Any use of the Site Materials not expressly permitted by these Terms will constitute a breach of these Terms and additionally may violate copyright, trademark, intellectual property and other laws of multiple jurisdictions. All rights not expressly granted herein are reserved to Doctorpedia and its licensors.
Permission to use the Site Materials is conditional on compliance with these Terms. Violation of these Terms automatically terminates your permission to use the Site Materials.
Medical User’s Content
- Representations. By uploading Content to the Site or providing any Content to Doctorpedia (the “User Content”), the Medical User represents and warrants that such User Content is the original work of such Medical User, 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, services or institutions), 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 User Content, without notice, including without limitation any User 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 User represents and warrants that it/she/he has full power and authority to enter into these Terms and to grant to Doctorpedia the rights in their User Content as set forth herein, including in any materials included by the Medical User in the User Content. Medical User hereby represents that it/he/she are not under any institutional or organizational obligations which would restrict its/his/her ability to perform its/his/her obligations under these Terms, including without limitation with respect to the rights granted to Doctorpedia to any User Content. The Medical User represents and warrants that any persons whose images, voices or video footage are included in the User Content (including without limitation in the Footage, as defined below) have expressly agreed to such inclusion and they have provided sufficient consent so as to allow Doctorpedia to freely use the User Content in accordance with the terms hereof.
Doctorpedia agrees to use its production team and technology to work with the Medical User to create and produce the number of videos as quoted in the Package each month during the Term. In addition, the Medical User may contribute and/or participate in its/his/her own videos, articles, podcasts and other content in its/his/her area of expertise/specialization to the Medical User’s Profile. Medical User consents to the use of his/her image, voice, words, ideas, and written and oral material by Doctorpedia as part of the User Content. Medical User consents to the editing of the User Content.
- Disclosures. Medical User is required to disclose any sponsorship or conflict of interest, especially when reviewing products.
- Updates. The Medical User shall notify Doctorpedia if it/she/he believes any User Content associated with its/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 User Content or whether to remove or suspend access to the User Content. If Doctorpedia believes the User Content is out of date, incorrect or ceases to be current best advice, Doctorpedia may reasonably request the update by the Medical User and if the parties are unable to come to agreement on such an update or the Medical User is unavailable to update, Doctorpedia may otherwise update the User Content in its own discretion, or decide to remove User Content entirely from the Site or any other platforms through which it is accessible or distributed.
- Ownership over User Content. Unless otherwise agreed by the parties under a separate written agreement, all User Content shall be exclusively owned by Doctorpedia and may be included on the Doctorpedia Site and/or other Doctorpedia platforms, may be promoted by Doctorpedia, or may be distributed by Doctorpedia to authorized third parties. The Medical User acknowledges that it/he/she does not reserve or retain any right, title or interest in any User Content and that by agreeing to these Terms, all rights in the User Content are hereby assigned to or otherwise transferred to Doctorpedia.
- B-Roll Footage. Notwithstanding the above, Doctorpedia will not own such of User Content which is expressly marked as “B-Roll Footage” by the Medial User (the “Footage”). Doctorpedia is hereby granted a non-exclusive, world-wide, perpetual and irrevocable, transferrable, sub-licensable and royalty free license to copy, distribute, display, publish, broadcast, make available, create derivative works and license others to use, in Doctorpedia’s sole discretion, all or any part of the Footage, on any kind of media now known or hereinafter invented, including without limitation on the internet, for all purposes, including commercial purposes and/or in connection with Doctorpedia’s other customers, Doctorpedia’s Site, platform, presentations, products and/or services or for promotions thereof and/or on social media, (the “Use”), all without any obligation to the Medical User, including without any monetary compensation. Medical User hereby expressly assigns to Doctorpedia and/or waives any moral rights to the Footage. Medical User acknowledges that the Footage will be edited, modified and/or altered by Doctorpedia in its sole discretion and that Doctorpedia may use it for additional customers in its sole discretion. Medical User acknowledges that the Footage may be used multiple times and/or not used at all by Doctorpedia in its sole discretion. Medical User waives its rights to inspection and pre-approval of the Footage and/or any Use thereof. Medical User represents and agrees that the Use will not be deemed to be an infringement of any party’s privacy rights and will not be deemed defamatory, damaging to its reputation, distressful and/or degrading.
- License to Medical User. Unless otherwise agreed by the parties under a separate written agreement, the User Content is hereby non-exclusively licensed during the Term to the Medical User for promotional and marketing purposes in relation to the Medical User’s practice, on the Medical User’s own website and/or as part of a social media platform, subject to: (i) inclusion of a link to the User 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 User will not remove any Marks from the User Content. Doctorpedia hereby grants Medical User a limited, non-exclusive, non-transferable license to use the Marks during the Term solely in connection with the publicizing of the User Content, on condition that Medical User 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 User will follow all Doctorpedia instructions with respect to use of the Marks. All goodwill arising from Medical User’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 User 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.
- Approval of User Content. The Medical User shall ensure that the information in the User Content, as approved by the Medical User in its final version, is accurate and not misleading.
- Disclaimers. Each of the parties shall ensure that any video or User Content provided by them for inclusion as part of a Profile has a disclaimer at the start and end of the video or User 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 INSTITUTION, 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 User Content. Unless otherwise agreed by the parties under a separate written agreement, Medical User acknowledge that the User Content, along with all Intellectual Property Rights (as defined below) contained therein, and except for the Footage, 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 User Content, along with all Intellectual Property Rights contained therein 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 User Content, along with all Intellectual Property Rights contained therein, 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 User Content. For clarity, this right includes the right of promotion and combination with videos or other content by other Medical Users.
Unless otherwise agreed by the parties under a separate written agreement, the Medical User acknowledges that it/he/she does not reserve or retain any right, title or interest in any User Content (which is not the Footage) along with all Intellectual Property Rights contained therein and that by agreeing to these Terms, all rights in the User Content, along with all Intellectual Property Rights contained therein, 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 User Content (which is not the Footage) arise in the Medical User, the Medical User 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 User’s right, title and interests in the User Content (which is not the Footage), 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 User as an author, inventor, developer or creator howsoever arising therein. If assignment of moral rights is not allowed under applicable law, Medical User hereby waives its/his/her rights in and to the same on behalf of Doctorpedia.
“Intellectual Property Rights” means all world-wide 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 these Terms is intended to prevent or restrict in any way the Medical User from operating its/his/her medical practice, from publicizing its/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 User hereby grants a license to Doctorpedia, on a non-exclusive basis, to use the Medical User’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 User 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 User Content (which is not the Footage) and any Intellectual Property rights therein 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 User Content (which is not the Footage), or past, present or future actions or omissions, whether known or unknown.
- Post-Termination. After termination of these Terms, Medical User will not be allowed to upload any new User Content to its/his/her Profile. Any User Content associated with the Medical User’s Profile , may remain or be removed from the Profile, all at Doctorpedia’s sole discretion. The license to the Footage will not end upon termination of these Terms.
- 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.
Depending on the Package paid for the Medical User, Doctorpedia will provide the Medical User with such additional services as are listed on the Doctorpedia Quotation. The Package may include an undertaking for Doctorpedia to run campaigns in order to create a specified number of leads for the Medical User. Please note that while Doctorpedia will make commercial efforts to create these leads, an actual number of leads and/or any specific conversion percentage cannot be guaranteed.
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 Site infringes their rights. If you believe that something appearing on the Site infringes your copyright, you may send Doctorpedia a notice requesting that it be removed, or access to it blocked. To be effective, the notice should contain substantially the following information: (i) the signature of the copyright owner or an authorized agent; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the infringing material; (iv) contact information for the copyright owner or authorized agent; (v) a statement that the person sending the notice has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notice is accurate, and under penalty of perjury, that the person sending the notice is authorized to act on behalf of the copyright owner. If you believe that such a notice has been wrongly filed against you, you may 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. Send notices and counter-notices to Doctorpedia’s copyright agent: firstname.lastname@example.org
When posting Content (and/or User Content) and/or communicating with other users, you undertake to conform to legal restrictions, and be sensitive to medical data protection rules. You may not input, post share or use in connection with Site personally identifiable third party information (including without limitation patient information), or other personal information about another party. Any such practices will be a violation of these terms, cause for restrictions from this Site, and may be a violation of civil or criminal laws.
Sponsored posts and/or User Content posted by Medical Users must be clearly marked as such. Educational and/or governmental collaborations need to be disclosed as well.
You agree that you will not act in any way or transmit any Content and/or User 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 and/or any institution); (e) may be illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves 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.; 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 or links 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.
You may not use Content accessed or provided by means of the Site to create a database (whether in print or electronically). 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 Users may use the Site and/or their own User 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
We shall use reasonable commercial efforts to maintain the availability of the Site, but do 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 Users. 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 Users. 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 is 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 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 its affiliates, subsidiaries, licensors, medical professionals 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 Users 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 ON THE SITE, 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. While we provide a platform which allows you to make appointments with patients, we are not responsible for the appointments, whether they occur or not, nor for what happens at these appointments. We are not responsible for the advice given by you at these appointments.
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 transmitted 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 US $50.
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) anything that happens at the appointments that you make; (d) your loss of license to practice medicine, or such certification as is generally required for the subject area for which they have been retained; (e) 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; (f) your violation of any law or regulation; (g) your infringement of any right of any third party (including any institution); (h) information and/or Content you provide to or use in connection with the services violating third party intellectual, privacy or other rights (including those of any institution); (i) the violation of applicable law and/or (j) 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 User, its/his/her agents and employees (including any successors or assigns) against any and all third party claims, damages, losses and expenses (including reasonable attorneys’ fees) that arise directly or indirectly from: (i) any material inserted by Doctorpedia into Content; and (ii) the violation by Doctorpedia of applicable law.
The indemnified party agrees: (a) to promptly notify the indemnifying party of any claim or liability; (b) to cooperate fully in the handling of such claim or liability and, in the event of litigation, to attend hearings and trials and assist in securing and giving evidence, and obtaining the attendance of necessary and proper witnesses; and (c) to the indemnifying party’s control of the defense and settlement of any claim or liability, with the consent of the indemnified party, which shall not be unreasonably withheld.
Unless otherwise agreed by the parties under a separate written agreement, the term of these Terms for a specific Medical User 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.
Doctorpedia has the right to terminate these Terms for a specific Medical User at will upon provision of 15 days’ prior written notice. In case of termination at will by Doctorpedia, it will refund the pro-rata payments for all prepaid months of the service.
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 and/or your Profile shall cease. Termination or expiration of these Terms for any reason shall not release either party from any liabilities or obligations which by their nature would be intended to be applicable following any such termination or expiration, including without limitation regarding intellectual property rights, indemnification and limitation of liability. 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.
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.
The Medical User’s status under these Terms and/or any agreement entered into with it/him/her by Doctorpedia 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 User warrants that it/he/she holds a license to practice Medicine, or such certification as is generally required for the subject area for which it/he/she has been retained, and malpractice insurance covering the obligations hereunder. The Medical User shall notify Doctorpedia if the license ceases to be held at any time or the Medical User ceases to be covered by malpractice insurance.
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.
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.
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: email@example.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 State of Delaware, 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 Delaware, United States, without reference to conflict of laws principles.
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.
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.
If you have any questions about these Terms, please contact us at: firstname.lastname@example.org