1. Accessing our Services
1.1 Public Services
We make some Services available without registering or obtaining a password. We call these “Public Services.” You may make personal, non-commercial use of the Public Services so long as you comply with these Terms. This personal use includes linking to information appearing in the Public Services, provided you do not represent yourself as an employee, agent or representative of TAB32 (hereinafter referred to as “Company”. Personal use also includes temporary caching by your browser or a proxy server.
If you operate a free, public search engine that has made a public commitment to adhering to the robots.txt protocol, together with our Sitemaps and Crawl-delay directive (collectively, the “Protocol”), you may crawl, index and publish hyperlinks (including so-called “deep links”) to the Public Services, so long as (i) you do so in compliance with the Protocol instructions published in applicable locations on our Services, (ii) you do not directly or indirectly receive remuneration in connection with the provision or display of said hyperlinks and cached pages, and (iii) if your user-agent is disallowed by us in our Protocol instructions or we otherwise notify you in writing, you shall cease all crawling of our Services. We call such a free, public search engine satisfying the requirements of clauses (i) through (iii), a “Public Search Engine,” and the Public Search Engine’s combined performance of clauses (i) through (iii), collectively, “Public Search Services.” We may revoke the foregoing authorizations at any time as indicated in our Protocol instructions.
We reserve all rights not expressly granted to you. This means that if you wish to use the Public Services in a way that is not authorized above, you must receive our permission prior to such use.
1.2 Protected Services
Some of our Services are protected by technical measures intended to safeguard the confidentiality, integrity and accessibility of sensitive information our users store and share using our Services. We call these “Protected Services.” One such safeguard is requiring each user to be properly authenticated by obtaining from us a unique username (and, if applicable, a unique identifier), password, API key or other means of authorization (which we call, “Credentials”). In order to obtain Credentials, you must provide certain information about yourself. If you are registering for a Protected Service, or accessing or using, or attempting to access or use, a Protected Service on behalf of, or for the benefit of, someone other than yourself – such as your employer, client or customer (each, a “Principal”) – you must also identify and provide information about each Principal.
If you sign up for one of our Protected Services you may be asked to agree to a user agreement (your “User Agreement”). In such cases, you will be asked to expressly consent to your User Agreement, for example, by checking a box or clicking on a button with terms such as “I agree” or “Create my EHR” or the like. In the event of a conflict between the terms of your User Agreement and of these Terms, the terms of your User Agreement shall control.
Your Credentials are unique to you. You should immediately notify us at firstname.lastname@example.org if your Credentials have been stolen or compromised. You are responsible for all activities that occur under your Credentials until you have properly notified us. Further, you represent, warrant and covenant that:
- the information you submit in obtaining your Credentials is complete and accurate and identifies you and the name of each of your Principals;
- you will not share your Credentials with anyone else;
- you will not circumvent, or attempt to circumvent, any technical measures we have put in place to safeguard the Protected Services;
- you will not, without our prior written approval, access or use, or attempt to access or use, any portion of the Protected Services other than with (i) a commercial browser (such as Chrome, Internet Explorer or Mozilla Firefox), (ii) an application made for mobile or handheld device(s) that is developed and distributed by us, or (iii) our application programming interface (“API”) using Credentials issued to you directly by us, and only us; and
- You will not access or use, or attempt to access or use, a Protected Service without validly-issued active Credentials.
We reserve the right to suspend or terminate your access to any Protected Service at any time, with or without cause or notice. We shall not be liable to you in any way if we suspend or terminate your access to a Protected Service or our Services.
1.3 Additional Safeguards
To further protect the confidentiality, integrity and availability of the information housed and shared on our Services, as well as the stability of our Services, you agree to the following additional safeguards. Accordingly, you agree that you will not, nor will you attempt to:
- access, use or disseminate our Services, nor any information or files accessible via our Services, in a manner that violates any applicable law or regulation or the rights of any individual or entity;
- sell or transfer any information included in our Services or use such information to market any product or service – including by sending, or facilitating the sending of, unsolicited emails or SPAM;
- probe, scan or test the vulnerability of our Services, or of the system or network supporting our Services, or circumvent any security or authentication measures;
- disable, bypass, defeat, avoid, remove, deactivate or otherwise circumvent any technical measures we have implemented to safeguard the stability of our Services, or the confidentiality, integrity or availability of any information, content or data hosted or housed on our Services;
- introduce to our Services any software, code or other device that in any way (i) permits unauthorized access to our systems or any software, hardware, files or data located thereon, (ii) disables or damages or otherwise interferes with or adversely affects the operation of our systems or any software, hardware, files or data located thereon, or (iii) overburdens or interferes with the proper functioning of our Services;
- disassemble, decompile or reverse engineer our Services;
- harvest, retrieve, index or publish any portion of our Services unless you are a Public Search Engine engaging in Public Search Services;
- disable or circumvent our API usage safeguards, including safeguards designed to regulate the nature or amount of data you are permitted to extract from our Services, or the frequency of which you may access such data; or make calls to our API other than those authorized in our API documentation;
- remove any copyright, trademark or other proprietary rights notices contained in or on our Services; or
- engage in any activity other than those expressly permitted in these Terms and your User Agreement(s).
1.4 Use of the Services by and on behalf of Minors
You are not eligible to use our Services (including obtaining a Credential or entering into a User Agreement) unless you are at least 13 years old and otherwise have the legal capacity to enter into a binding contract in your jurisdiction. If you are an unemancipated minor over the age of 13, you may only use our Services if such use has been approved of by your parent or legal guardian, you use our Services under his or her supervision, and he or she has agreed to these Terms (and, if applicable, your User Agreement) on your behalf.
If you are the parent or guardian of an unemancipated minor, you may use the Services and enter into a User Agreement on behalf of such minor. By doing so, you represent and warrant that you have the legal capacity to act on behalf of such minor; and you acknowledge and agree, in such capacity, that all provisions of these Terms (and User Agreement, if applicable) that applicable to you are equally applicable to such minor.
Under no circumstances may our Services be used by a child under 13 years old.
1.5 United States Only
Access to our Services is administered in the United States (“US”) and is intended for users in the US. You may not use our Services in any jurisdiction where offering, accessing or using our Services would be illegal or unlawful.
2. Nature of the Content Appearing on our Services
Our Services may include text, data, graphics, images, video or other content (collectively, “Content”) created by us or third parties, including other users, professionals, partners, advertisers, sponsors, consumers and governmental agencies. The Content is provided for general informational purposes, but should not be relied upon for personal, professional, medical or regulatory decisions. And we cannot ensure the completeness, timeliness or accuracy of the Content.
2.2 Blog Posts; Ratings; Surveys; Comments; User-Submitted Content
Our Services allow you to access blogs, message boards, chat services, surveys and other forums where various users can share information, opinions, chats and other Content. We generally do not pre-screen or monitor user-submitted Content, and such Content may simply represent a user’s opinion or Content a user finds interesting. Our Services may also include survey results, ratings or testimonials (“Evaluations”) from patients, clients or other customers (“Patients”) of healthcare professionals (“Professionals”) that may endorse, recommend, critique, analyze, evaluate or otherwise describe the Professionals and the nature or quality of the services received by such patient, client or customer. Such Evaluations are anecdotal first-hand accounts of individual Patients, and are neither professional judgments nor the product of medical science. We generally do not pre-screen or monitor Evaluations. Further, Evaluations are subject to errors and biases that are common in anecdotal first-hand accounts, and should not to be presumed to be reliable or error-free.
2.3 Directories: Physicians, Consultants, and Other Professionals
Our Services include listings and directories (“Directories”) to help you find physicians, healthcare professionals, certified consultants or other professionals (collectively, “Professionals”). The Directories are provided for your convenience. However, Professionals included in the Directories are generally users of our Services, so the Directories are generally not comprehensive. Further, we do not evaluate any Professional and the listing of a Professional does not in any way constitute a recommendation of such Professional. Before obtaining services or treatment from any Professional listed in a Directory, you should take the same care you would under any other circumstance, including by confirming licensure and specialty certifications. The Professionals are solely responsible for the appropriateness and quality of the services they provide. Additionally, the Directories rely on information submitted by Professionals themselves. Unless Professionals provide us with current information, the Directory information may not be timely or accurate. You should confirm such information before obtaining services or treatment from a Professional. As a convenience, the Services may permit you to request an appointment with a Professional. However, Professionals are responsible for maintaining their own schedules, and we cannot ensure that any given Professional will be available, nor that such Professional will not cancel his or her appointment.
Our Services may include advertisements or promotional messages sponsored by third parties (collectively, “Ads”). The manufacturers, services providers, distributors and resellers of the products and services identified in the Ads are solely responsible for the accuracy of their Ads and the suitability, efficacy, safety and quality of such products or services.
2.5 Links to Other Sites
Our Services may contain hyperlinks (including hyperlinked Ads) to websites operated by third parties, or to materials or information made available by third parties. Such links do not constitute or imply our endorsement of such third parties, or of the content of their sites, or the suitability, efficacy, safety or quality of their products or services, or the information privacy or security procedures and policies of their websites.
2.6 No Medical Advice
Some Content may include health- or medical-related information. Such Content is provided for general informational purposes only. We do not directly or indirectly practice medicine, render medical advice, or dispense medical services via our Services or otherwise, and nothing contained in our Services should be intended to be a medical diagnosis or treatment. No medical professional/patient relationship is created by your use of our Services or the Content. Always seek the advice of your physician or other qualified health professional with any questions you may have regarding a medical condition, and never disregard professional medical advice or delay seeking treatment based on any Content or other information included in the Services. If you think you may have a medical emergency, call your healthcare professional or your local emergency number (usually 911) immediately.
2.7 Clinical Decision Support Information
If you are a Professional, the Content may include information to assist you in clinical decision-making. This may include information and reminders concerning drug interactions, allergies, dosages, as well as general healthcare related information and resources. We may also provide forums for our users to exchange information. The information and materials available through our Services are for informational purposes only and are not intended to constitute professional advice, diagnosis or treatment, or to substitute for your professional judgment.
2.8 No Legal or Regulatory Advice
Some Content may include regulatory related information pertaining to you or your business. Such Content is provided for informational purposes only. We are not providing legal or regulatory advice and no attorney/client relationship is created by your use of our Services or the Content. Accordingly, always seek the advice of your attorney or advisors with any questions you may have regarding a law, regulation, or dispute.
3. Your Interactions and Communications with Us and Our Services
3.1 Visiting Our Websites; Signing-Up for Our Services; Emailing Us
As part of providing our Services to you, we may need to provide you with certain communications, such as service announcements and administrative messages. Such communication may be by email, instant message, a posting on our Services or some other mechanism. You consent to receive such communications from us electronically. If you have registered for one or more of the Protected Services, our Service announcements and administrative messages we provide you are considered part of the Protected Services themselves, which you may not be able to opt-out from receiving until you cease using, or deactivate your Credentials to, such Protected Services.
You agree that all agreements, notices, authorizations, disclosures and other communications that we provide to you electronically, as well as any acceptances, agreements, consents or authorizations that you provide to us electronically, satisfy any and all legal requirement(s) that such communications be in writing.
3.2 Your Participation in Our Public Forums
We may offer one or more forums for the exchange of information among our users. You acknowledge that any text, data, graphics, images, video or other content (“Content”) that you submit in any of our forums (including discussion groups, blogs, surveys, ratings, comment forms, or message boards, collectively, “Public Forums”) is available to the public. Notwithstanding the foregoing, we are under no obligation to display any of your Content that you submit, and we reserve the right to remove or edit your Content at any time, for any or no reason.
It is important that you act responsibly when submitting Content to a Public Forum. You acknowledge that any Content that you submit in a Public Forum is available to the public. You are solely responsible for any Content that you post on the Public Forums or transmit to other users of our Services. You acknowledge that any information you post in a Public Forum may be available to the public, and may result in your receiving communications from others outside our Services.
Your participation in our Public Forums is contingent on your acknowledgment and agreement with the following:
- You will only disclose information about yourself on a Public Forum that you consider suitable for public disclosure. Do not disclose information that personally identifies you unless you intend for that information to be disclosed publicly. We strongly recommend that you refrain from disclosing any sensitive information about yourself on a Public Forum, including information about any medical condition.
- You will not violate the privacy rights of others, including disclosing information about anyone else’s medical or financial condition or any other sensitive subjects.
- You will ensure that any Content that you submit to Public Forums is accurate. If you are rating or reviewing a Professional, you agree to provide your honest appraisals of such Professional, without using inappropriate language or making gratuitous personal criticisms.
- You will not post any Content that you do not have the right to post; you will not violate any person’s or entity’s intellectual property or proprietary rights, including copyrights, trademarks or trade secret rights.
- We will not be liable to you for any Content you submit to any Public Forum.
3.3 Community Standards
Without limiting the generality of the foregoing, when you use any of our Services (including the Public Forums), you will adhere to the following “Community Standards”:
- You will not threaten, harass, defame, disparage, menace, stalk or abuse any user, individual or entity.
- You will not use any language that is racist, sexist or degrading to any religion, ethnicity, sexual orientation, gender or nationality.
- You will not engage in, or advocate engaging in, any fraudulent, violent or other illegal conduct.
- You will not submit pornographic, obscene or sexually suggestive Content.
- You will not impersonate any person or entity, including any of our employees. You will only submit Content that you believe to be true and you will not purposely provide false or misleading information.
- You will not submit any unauthorized or unsolicited advertising, including website links not authorized by Company.
- You will not submit spam or mass-emails to any of our Services nor any other user or any individual or entity identified on our Services.
- You may not state or imply that any product, service, individual, or entity is sponsored or endorsed by Company.
- You will not infringe, misappropriate or otherwise violate any copyright, trademark or other proprietary right of any individual or entity.
3.4 Removal of Content
You understand and agree that we may, but are not obligated to, monitor, edit or remove any Content for any or no reason at any time. We are not responsible, however, for any delay or failure in removing any Content.
3.5 Reporting Violations
We may provide you with tools with which to report violations of the Community Standards or other provisions of these Terms. Notwithstanding the availability of such tools, you acknowledge and agree that we are under no obligation to take any action with respect to any such report.
3.6 Copyright Policy
We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information:
- A physical or electronic signature of the copyright owner or a person authorized to act on behalf of the owner, if someone other than you, of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- A statement by you that you have 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;
- A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner; and
- Your contact information, including your address, telephone number, and email address.
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, Company will also terminate a user’s account if the user is determined to be a repeat infringer.
Our designated copyright agent for notice of alleged copyright infringement is:
Attn: Copyright Agent
6020 West Oaks Blvd, Suite 260,
Rocklin, CA, 95765
Except for your Content, as between you and us, all right, title and interest in and to our Services, the Content, and the structure, organization and arrangement thereof, are and remain the exclusive property of us and our licensors. Except for the limited specific rights we grant you above, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, exploit or otherwise use our Services or any Content.
We reserve the right to monitor any and all use of our Services, and investigate any activity we suspect violates these Terms, a User Agreement, our rights or interest, or the rights or interests of any person or entity.
We reserve the right, to the fullest extent permitted under law, to cooperate with any governmental authority or third party investigating conduct that may be illegal or harm any individual or entity or violates their respective rights. If, for example, a user threatens to physically harm another user or any other individual, we reserve the right to fully cooperate with law enforcement authorities and the threatened individual. You hereby consent to our cooperation in such investigation.
You will indemnify, defend and hold harmless Company and any of its affiliates, officers, directors, employees, agents, representatives, partners and licensors from and against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, losses, or expenses, including attorneys’ fees, costs and disbursements, arising out of or in any way connected with your use of our Services.
4.4 Disputes; Governing Law; Jurisdiction
The interpretation of these Terms and the resolution of any disputes arising under these Terms shall be governed by the laws of the State of California, without regard to its conflict of laws provisions. These Terms shall not be governed by the United Nations Convention on Contract for the International Sale of Goods, the application of which is expressly disclaimed. If any action or other proceeding is brought on or in connection with these Terms, you agree to submit to the personal jurisdiction of the state and federal courts located in the City and County of San Diego in the State of California, and agree not to bring any of action relating to the use of our Services or to these of these Terms in any court in any jurisdiction other than the state or federal courts located in the county of San Diego, State of California. We shall have the right to commence and prosecute any legal or equitable action or proceeding before any US or non-US court of competent jurisdiction to enforce these Terms or to protect our or any third party’s rights in our Services or any data, information or other content made available via our Services. You hereby waive any right to a jury trial. You also agree that we may bring suit in court to enjoin any violation of these Terms without the posting of a bond or security, in addition to whatever remedies we might have at law. In any dispute between you and us where we prevail, we shall be entitled to recover our reasonable attorney fees, court costs, disbursements, and other legal expenses.
You agree and acknowledge that we may suspend or terminate your authorization to access any of our Services, with or without notice or cause, for any or no reason, and without any liability to you. Sections 4.1 through 4.14 shall survive any termination or expiration of these Terms.
4.6 Disclaimers and Limitations on Liability
Access to our services and the information and content contained thereon is provided “as is” and “as available” and we hereby expressly disclaim all warranties of any kind, whether expressed, implied, statutory or otherwise, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, non-infringement and title. We do not warrant that the services will be uninterrupted, error free or without breaches of security and you agree that you are solely responsible for any and all acts or omissions taken or made in reliance on our services or the information in our services, including inaccurate or incomplete information. We expressly disclaim any liability with respect to any injury caused by any user, or any damage suffered by any user, as a result of the actions or inactions of any other user. If you are dissatisfied with our services or any content, your sole and exclusive remedy is to discontinue using and accessing our services. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so in these jurisdictions the above limitations or exclusions may not apply to the user.
4.7 Risks You Assume
without limiting any of the other risks we have disclosed to you in these terms, you are solely responsible for your use of our services, including any content you submit to use and you expressly acknowledge and agree that your use and access to our services and the information and content contained therein, and any sites linked through our services and any data transmitted through our services is at your sole risk. Accordingly, we do not assume any liability to you for or relating to any of your actions, including the publication of any content you submit or our exercise of the rights you grant to us with respect thereto.
4.8 Limitation of Liability
in no event shall we or any of our subsidiaries or affiliates, or our respective officers, directors, employees, agents, representatives, partners and licensors (collectively, the “company entities”) be liable for any special, indirect, consequential, or exemplary damages, including, but not limited to, loss of profits or revenues, loss of use, loss of goodwill or loss of information, however caused and whether based on contract, warranty, negligence, strict liability, or any other theory of liability, even if we have been apprised of the possibility or likelihood of such damages. Notwithstanding anything in these terms to the contrary, our aggregate liability in respect of any claim or action you may bring against us or any of the company entities, regardless of form of action or theory of liability, shall be limited to the greater of (1) one hundred united states dollars (us \$100), and (2) the aggregate fees actually paid by you to us for the six (6) month period preceding the event first giving rise to such claim or action. You acknowledge that you may be waiving rights with respect to claims that are unknown or unsuspected. Accordingly, you agree to waive the benefit of any law, including, to the extent applicable, california civil code § 1542 (or similar provisions of the laws of other states), which states,
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
If any provision of these Terms is held to be deemed invalid or unenforceable, then (a) that provision shall be construed to the extent necessary to make it valid and enforceable in such a manner as comes closest to preserving the intentions of such provision, and (b) the remaining provisions shall remain in full force and effect.
4.10 No Waiver
Our failure at any time to require performance by you of any provision of these Terms shall in no way affect our right to enforce such provision, nor shall the waiver of any breach by you of any provision herein constitute a waiver of any succeeding breach or the provision itself.
For the purpose of these Terms, “you” means the individual user of our Services. If your access or use of our Services is, directly or indirectly, on behalf of one or more third parties (such as, without limitation, your employer or client, or your employer’s client, if your employer has been engaged to access our Services (any such employer, client or other third party, a “Principal”)), then “you” also refers to such Principal. If you are using our Services on behalf of a Principal, (a) you represent and warrant that you have the authority to bind, and have bound, such Principal to these Terms; and (b) you agree to be jointly and severally liable for any breach of these Terms by Principal.
“Company,” “we,” and “us” means, collectively, Company, Inc. and our current and future subsidiaries and affiliates.
In addition, the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” shall be construed to have the same meaning and effect as “and/or.” The words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to these Terms. The headings used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms.
These Terms, together with your User Agreement(s), constitute the entire agreement between you and Company regarding any services accessed via our Services, and supersede all previous communications, representations, or understandings, either oral or written, relating to the subject matter hereof; provided, however, (a) in the event of an express conflict between any specific provision included in these Terms and an express provision in a User Agreement, the provision set forth in User Agreement shall prevail, and (b) these Terms shall cover all rights, obligations, terms and conditions not expressly addressed in such User Agreement.
4.12 Electronic Contracting
Your use of our Services includes the ability to enter into agreements and/or to make transactions electronically. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by such agreements and transactions. Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions you enter into on the services, including notices of cancellation, policies, contracts, and applications.
We may freely assign these Terms in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
We may update or change our Services or the provisions set forth in these Terms from time to time and recommend that you review these Terms on a regular basis. You understand and agree that your continued use of our Services after these Terms have been updated or changed constitutes your acceptance of the revised Terms. Without limiting the foregoing, if we make a change to these Terms that materially affects your use of the Services, we may post notice or notify you via email or our website(s) of any such change. The most current version of the Terms shall govern and supersede all previous versions.