AgileMD Terms of Service
Last updated: April 4th, 2017
IMPORTANT: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE AGILEMD PLATFORM.
These Terms of Service (the "Terms") are a legally binding contract between the user ("you") and AgileMD, Inc., ("Agile," "we," or "us"). Agile provides the Services (as defined below) to you subject to these Terms, which may be updated by Agile from time to time without prior notice to you. You can review the most current version of the Terms at any time at http://www.agilemd.com/about/terms-of-service. These Terms govern your use of the Services.
BY ACCESSING AND USING THE SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS, DO NOT USE THE SERVICES OR THE AGILEMD PLATFORM AND EXIT NOW.
DESCRIPTION OF THE SERVICES
Agile provides a platform, including a website available at www.agilemd.com and related mobile applications (collectively, the "AgileMD Platform"), which makes available to individuals (including Health Care Professionals) and organizations various services, including authoring tools and content, as well as cloud-based interactive information access, storage and management tools (the "Services"). If you are using the Services on behalf of an organization, "Services" includes AgileMD's service offering for organizations, AgileMD for Organizations. For purposes of these Terms, "Health Care Professional" means a physician, nurse, nurse practitioner, or similar professional, or a student in medical training. The specific features of the Services that are available may change from time to time, and Agile may choose to discontinue some or all of the Services, in its discretion. We may also engage with partners in countries outside of the United States to make available the AgileMD Platform and the Services (collectively, the "Partners").
You understand and agree that the Services may include certain communications from Agile, such as service announcements and administrative messages. You consent to receive such communications from us electronically. Since these messages are sent to you to administer your membership and provide the Services, you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including the release of new Agile properties, shall be subject to these Terms.
The Services include or may include information, data, text, messages, software, audio, video, photographs, graphics, images, tags, and/or other materials ("Content"). You acknowledge and agree that the Content available through the Services may be obtained or derived from third-party sources (collectively, "Content Providers"), such as individuals or entities that have created and contributed such Content to the AgileMD Platform, or independent third-party providers that make available such Content for your download and use (which may be subject to a separate payment). Content may also include (i) materials that the institution or private organization by whom you are employed or to whom you provides services (CFCB"CB"C"b,E!CB,Cb &C"b,EOrganization") decides to make available to you via the AgileMD Platform, and (ii) materials that account holders (including you) provide to be made available through the Services (collectively, "User Content"). Your use of any Content, including, without limitation any medical information, is at your own risk, as described in more detail below.
CONDITIONS ON ACCESS TO THE SERVICES
Access to and use of the Services is limited to individuals who are at least 18 years of age. You must register to use the Services. With respect to medical reference Content ("Medical Reference Content"), you must also be a Health Care Professional in order to access such Medical Reference Content. To register, you must provide Agile with your name, valid email and mailing addresses, and other information specified in the registration form ("Registration Data"). By registering, and in consideration of the use of the Services, you represent and warrant that: (i) the Registration Data that you provide about yourself is true, accurate, current, and complete; (ii) you are at least 18 years of age; and (iii) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You authorize Agile to confirm the truthfulness and accuracy of the Registration Data. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Agile has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Agile has the right to suspend or terminate your account and refuse any and all current or future use of the Services.
You understand and agree that access to and use of the Services may be conditioned upon your payment of all applicable service subscription and content access fees, as may be modified or amended from time to time (the "Service Fees"). Unless you are accessing the Services through your Organization subscription to the AgileMD Platform, you agree to pay, and you authorize Agile to charge using your selected payment method, all applicable Service Fees. You are responsible for providing complete and accurate billing and contact information to Agile. We may suspend or terminate the Services if applicable Service Fees are 30 days past due.
You also understand and agree that some Content may be offered via the AgileMD Platform by third-party Content Providers, and Agile may charge you a fee in order to access their Content. Agile is not responsible for the payment of any such fees. You understand and agree that your access to such Content is subject to the payment of such fees and to other terms and conditions that may be imposed by such Content Providers, as applicable.
You acknowledge and agree that your use of the Services is dependent upon access to telecommunications and Internet services. You further understand that your use of the Services may involve or require the transmission of significant amounts of data. You understand and agree that you or your Organization are solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Services, including, without limitation, any and all costs, fees, expenses and taxes of any kind related to the foregoing or that may otherwise arise from your use of the Services. Agile shall not be responsible for any loss or corruption of data, lost communications, loss of functionality or any other loss or damage of any kind arising from any such telecommunications and Internet services. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES MAY REQUIRE AN APPROPRIATE MOBILE DEVICE AND DATA PLAN, AND THE PURCHASE AND MAINTENANCE OF SUCH DEVICE AND PLAN AND ASSOCIATED CHARGES ARE YOUR OR YOUR ORGANIZATION's RESPONSIBILITY (AND NOT AGILE'S).
For the avoidance of doubt, the Service Fees shall not apply to or offset (i) any costs, fees, expenses or taxes of any kind that may be charged by your wireless carrier or Internet service provider, (ii) any fees that you incur in connection with your access to certain Content, or (iii) any fees that may otherwise arise from your use of the Services.
Use of the Services is void where prohibited. By using and/or viewing the AgileMD Platform, you represent and warrant that you have the right, authority, and capacity to agree to and abide by these Terms and that you are not prohibited by law from using the Services.
NOT MEDICAL ADVICE; DISCLAIMERS
You understand and acknowledge that the Services and Content are tools offered for your informational and educational purposes only, and that you are responsible for using your professional judgment to evaluate and confirm the information you obtain. Agile does not provide medical advice and does not make diagnostic, treatment, or other clinical decisions or judgments. The Services and Content are not a substitute for the competent analysis and professional judgment of health care professionals. The medical information that is provided to you through the Services is dependent upon the Content that you access and the information that you select and enter, as well the specifics of your situation. NEITHER AGILE NOR ANY CONTENT PROVIDER NOR ANY PARTNER WARRANTS OR GUARANTEES THAT THE MEDICAL INFORMATION OR ANY RESULTS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELEVANT, OR UP TO DATE. YOU, AND NOT AGILE OR ANY CONTENT PROVIDER OR PARTNER, ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ALL MEDICAL INFORMATION, FOR MAKING DIAGNOSTIC AND CLINICAL DECISIONS, AND FOR COMPLYING WILL ALL LAWS, REGULATIONS, LICENSING REQUIREMENTS, AND THE APPLICABLE STANDARD OF CARE IN DELIVERING HEALTH CARE SERVICES IN YOUR JURISDICTION. IF YOU ARE ACCESSING THE SERVICES FROM OUTSIDE THE UNITED STATES, PLEASE BE AWARE THAT WE DO NOT MAKE ANY PROMISE THAT THE SERVICES COMPLY WITH THE LAWS AND REGULATIONS OF YOUR JURISDITION, AND IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER THE USE OF THE SERVICES COMPLY IN YOUR JURISDICTION COMPLIES WITH SUCH LAWS AND REGULATIONS.
By accessing the Services, you assume full responsibility for the use of the Service in compliance with any applicable laws in your jurisdiction, and for the use of any information obtained through the Services and agree that neither Agile nor any of its licensors or Content Providers or Partners is responsible or liable for any claim, loss, or damage arising from the use of the information. Agile does not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, "off-label" drug uses or other information that may be mentioned on the AgileMD Platform. Your reliance upon the Content obtained or used by you through the Services is solely at your own risk.
AGILE'S PROPRIETARY RIGHTS
The Content is protected by applicable intellectual property and other laws, including patent, trademark, and copyright laws. All Content and all intellectual property in the Content belongs to and is the property of Agile or its licensors. Without limiting the preceding sentence, we own and retain all copyrights in the individual web pages, components of web pages, and any collective works contained in the AgileMD Platform. The Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Content or the Services, in whole or in part, by any means, except as expressly authorized in writing by Agile or its licensors or Content Provider, as applicable. Agile and the Agile logos are trademarks and the property of Agile. The appearance, layout, color scheme, and design of the AgileMD Platform are protected trade dress. All other names, logos and trademarks are the property of their respective holders.
LIMITED USE LICENSE
Agile grants you a personal, non-transferable and non-exclusive right and license to use the Services solely for your personal educational use, in connection with your professional decision-making, but not for any commercial purpose, and subject to the condition that you do not (and do not allow any third party to) (a) copy, modify, create a derivative work from, the Services or the Content, or (b) reverse engineer, reverse assemble or otherwise attempt to discover any source code. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Services in a manner that sends more request messages to the Agile servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. You agree not to modify the Services in any manner or form, nor to use modified versions of the Services or software, including (without limitation) for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interface(s) provided by Agile for use in accessing the Services. You agree that you shall not develop, sell, license, or distribute applications that launch, are launched from, or are otherwise integrated with the Services without the prior express written consent of Agile. You agree that you will not rent, lease, loan, resell for profit, distribute, sublicense or use in a time-sharing arrangement the Services, in whole or in part. Any unauthorized use of the Content or any Services may violate patent, copyright, trademark, and other laws. You agree to cooperate with Agile to prevent any unauthorized copying of the Services or Content.
Your use of the Services is subject to and expressly conditioned on your compliance with these Terms. If you fail to comply with the Terms or any other guidelines and rules published by Agile, we may terminate and/or suspend your access to any portion of the Services. Any such termination or suspension shall be in Agile's sole discretion and may occur without prior notice, or any notice. Agile further reserves the right to terminate or suspend any user's access to the Services or to any portion of the Services for any conduct that Agile, in its sole discretion, believes is or may be directly or indirectly harmful to other users, to Agile or its subsidiaries, affiliates, or business contractors, to Content Providers, to Partners, or to other third parties, or for any conduct that violates any local, state, federal, or foreign laws or regulations. Agile further reserves the right to terminate or suspend any user's access to the Services, or to terminate the Services in their entirety, for any reason or for no reason at all, in Agile's sole discretion, without prior notice, and with no liability to you.
Agile may also suspend or terminate any user account for any of the Services because of user inactivity. For example, an account may be terminated or suspended if a user fails to sign-in to the Services for an extended period of time. What is considered "user inactivity" varies and shall be in Agile's sole discretion. If your account is suspended or terminated for inactivity, your right to use the Services immediately ceases.
Upon termination, you shall immediately destroy any Content in your possession, if any, and cease use of the Services. Sections 3, 4, 6 and 8 through 24 shall survive termination of these Terms for any reason.
The Services are designed to require users to provide a valid, working e-mail address and password to access and use the Services. Upon registering, you will receive a password, which you may change from time to time. Certain other Content, features, or functionalities within the Services may require additional access codes. Your e-mail address and the password and codes assigned to you are defined, collectively, as your "Credentials."
You are solely responsible for (1) maintaining the strict confidentiality of your Credentials, (2) not allowing another person to use your Credentials to access the Services, (3) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under your Credentials. You agree to immediately notify Agile in writing of any unauthorized use of your Credentials or any other breach of security, and to ensure that you sign out from your account at the end of each session. Agile is not and shall not be liable for any harm arising from or relating to the theft of your Credentials, your disclosure of your Credentials, or the use of your Credentials by another person or entity.
Any attempt to obtain unauthorized access or to exceed authorized access to the Services shall be considered a trespass and computer fraud and abuse, punishable under applicable laws. Agile hereby notifies you that any or all communications with the Services can and will be monitored, captured, recorded, and transmitted to the authorities as deemed necessary by Agile in its sole discretion and without further notice.
USER-SUBMITTED CONTENT; FEEDBACK
The Services may permit you to post, contribute, or submit information and Content (including data, images, sounds, text, and other things embodied therein) or provide ideas, suggestions, and proposals (collectively, "Submissions"). You are solely responsible for the truthfulness and accuracy of your Submissions.
Agile and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Submissions or Content that is available via the Services. Without limiting the foregoing, Agile and its designees shall have the right to remove any Content that violates these Terms or is otherwise objectionable, in Agile's sole discretion.
By making a Submission, you acknowledge and agree that: (a) your Submission does not contain Patient Information or proprietary information; (b) Agile is not under any obligation of confidentiality, express or implied, with respect to the Submission; (c) Agile shall be entitled to use or disclose (or choose not to use or disclose) such Submission for any purpose, in any way, in any media worldwide; (d) Agile may have something similar to the Submission already under consideration or in development; (e) you are not entitled to any compensation or reimbursement of any kind from Agile under any circumstances for such Submissions.
By making a Submission, you hereby represent, warrant, and certify that you are not a paid consultant or have any other financial interests in the Submissions that you provide to the Services, including, but not limited to, the promotion of "off-label" drug uses, the disclosure of confidential clinical trial or other proprietary information.
By making a Submission to the Services, you hereby grant and agree to grant to Agile the worldwide, royalty-free, fully sublicenseable and transferable right to use, reproduce, distribute, modify, adapt, publish, translate, prepare derivative works from, display and perform the Submissions for any commercial or noncommercial purpose, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels now known or later developed. Agile shall be free to use any ideas, concepts, know-how or techniques contained in any and all Submissions for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products and services incorporating such Submissions. You also agree and hereby grant each user of the Services a non-exclusive license to access your Submissions through the Services, and to use, reproduce, distribute, display and perform such Submissions as permitted through the functionality of the Services and under these Terms. These licenses are perpetual and irrevocable.
Similarly, in the event you decide to provide any feedback, recommendations and/or suggestions with respect to the Services (collectively, "Feedback"), you hereby assign and agree to assign to Agile all of your title, right and interest, including all associated intellectual property rights, in and to the Feedback.
PATIENT INFORMATION AND LEGAL COMPLIANCE
Applicable laws, as well as ethical and licensure requirements of your profession may impose obligations with respect to patient confidentiality that may limit the ability of physicians, health care providers, and persons acting on their behalf, to make use of certain patient information ("Patient Information") and/or to transmit Patient Information to third parties.
You represent and warrant that you will, at all times, comply with all laws directly or indirectly applicable to you that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Patient Information, and use your best efforts to cause all persons or entities under your direction or control to comply with such laws. You are at all times solely responsible for obtaining and maintaining all patient consents, if applicable, and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Patient Information that you transmit, store, or receive in connection with the Services and any third party site.
Agile does not knowingly collect, and you are prohibited from providing, any individually identifiable health information, as that term is defined in the United States Health Insurance Portability and Accountability Act of 1996 (HIPAA) and related statutes and regulations.
WE, OUR CONTENT PROVIDERS AND OUR PARTNERS CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY FOR YOUR USE OR MISUSE OF PATIENT INFORMATION OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED OR RECEIVED WHILE USING THE SERVICES. WE RESERVE THE RIGHT TO AMEND OR DELETE ANY CONTENT (ALONG WITH THE RIGHT TO REVOKE ANY MEMBERSHIP OR RESTRICT ACCESS TO THE SERVICES) THAT IN OUR SOLE DISCRETION VIOLATES THE ABOVE.
Your representations, warranties, and obligations in this section survive termination of these Terms.
You agree that you shall not in connection with your use of the Services:
You acknowledge, consent and agree that Agile may access, preserve and disclose your Registration Data, Submissions, user profile, and other Content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Agile, its Content Providers, its Partners, its users, and the public.
You understand that the Services, Content, and software embodied within the Services may include security components that permit digital materials to be protected, and that your use of these materials is subject to any rules set by Agile and/or content providers who provide Content to the Services. You may not attempt to override or circumvent any of the usage rules embedded into the Services. Any unauthorized reproduction, publication, further distribution or public exhibition of the Content or materials provided on the Service, in whole or in part, is strictly prohibited.
DISCLAIMER OF WARRANTIES
THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL CONTENT PROVIDED BY AGILE, ITS LICENSORS, AND CONTENT PROVIDERS, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, AGILE DISCLAIMS (ALSO ON BEHALF OF ITS LICENSORS, CONTENT PROVIDERS AND PARTNERS) ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES. AGILE SIMILARLY DISCLAIMS (ALSO ON BEHALF OF ITS LICENSORS, CONTENT PROVIDERS AND PARTNERS), TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT AGILE DISCLAIMS (ALSO ON BEHALF OF ITS LICENSORS, CONTENT PROVIDERS AND PARTNERS) ANY AND ALL RESPONSIBILITY OR LIABILITY FOR (1) THE ACCURACY, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF ANY CONTENT OR INFORMATION OR MATERIAL PROVIDED BY, DISTRIBUTED OR ACCESSIBLE THROUGH THE SERVICES, OR THAT ANY SUCH CONTENT, INFORMATION OR MATERIAL WILL BE CURRENT OR UP-TO-DATE; OR (2) THE USE OF OR INABILITY TO USE THE SERVICES; (3) THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL; (4) BREACHES OF SECURITY; (5) INFORMATION COMMUNICATED THROUGH THE SERVICES; (6) THE SATISFACTION OF ANY GOVERNMENT REGULATION REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION OR "OFF-LABEL" DRUG PRODUCTS WITH REGARD TO THE CONTENT PROVIDED WITHIN THE SERVICES; OR (7) ANY OTHER FAILURE TO PERFORM BY AGILE, ITS LICENSORS, CONTENT PROVIDERS OR PARTNERS.
AGILE DISCLAIMS (ALSO ON BEHALF OF ITS LICENSORS, CONTENT PROVIDERS AND PARTNERS) ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY CONTENT, INFORMATION OR MATERIAL THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. AGILE MAKES NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF ANY STORAGE FACILITIES OFFERED BY AGILE.
YOU UNDERSTAND AND AGREE THAT ANY CONTENT, INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR OBTAINMENT OF SUCH MATERIAL.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU INSOFAR AS THEY RELATE TO IMPLIED WARRANTIES.
AGILE MAKES NO COMMITMENT ON BEHALF OF ITSELF, OR ITS LICENSORS, CONTENT PROVIDERS OR PARTNERS, TO UPDATE THE CONTENT.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL AGILE, ITS LICENSORS, CONTENT PROVIDERS OR PARTNERS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OR RELIANCE ON THE SERVICES. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF AGILE, ITS LICENSORS, CONTENT PROVIDERS OR PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICES, FROM INABILITY TO USE THE SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).
THIS LIMITATION OF LIABILITY SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES. SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SERVICES OR THE AGILEMD PLATFORM. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
UNDER NO CIRCUMSTANCES SHALL AGILE, ITS LICENSORS, CONTENT PROVIDERS OR PARTNERS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, EQUIPMENT FAILURES, OR ACTS OF GOD.
IF, NOTWITHSTANDING THESE LIMITATIONS OF LIABILITY, AGILE IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE TO YOU IN ANY WAY, IN NO EVENT SHALL AGILE'S LIABILITY EXCEED THE FEES YOU HAVE PAID TO AGILE DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING YOUR CLAIM. YOU AND AGILE AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND AGILE. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, AGILE WOULD NOT PROVIDE THE SERVICES TO YOU.
In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you.
YOU AGREE THAT THE LICENSORS, CONTENT PROVIDERS AND PARTNERS OF AGILE ARE THIRD PARTY BENEFICIARIES OF THE DISCLAIMER OF WARRANTIES IN SECTION 11 AND THE LIMITATION OF LIABILITY IN SECTION 12.
You agree to defend, indemnify and hold Agile, its licensors, Content Providers and Partners, including, without limitation, the University of Chicago, its and their affiliates, and its and their respective members, directors, officers, employees, stockholders and agents harmless against any losses, expenses, costs or damages (including Agile's reasonable attorneys' fees, expert fees' and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to (1) your provision of healthcare services or related services to any person, (2) your breach of these Terms, (3) your unauthorized or unlawful use of the Services or the Content, (4) the unauthorized or unlawful use of the Services by any other person using your Credentials, and (5) any Submissions by you.
COOPERATION WITH GOVERNMENT AUTHORITIES
Agile will cooperate with local, state, federal, international and/or worldwide government authorities to protect the Services, visitors, customers, members, Agile, its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents and operational providers, when Agile determines, in its discretion, that such cooperation is appropriate to prevent or remedy unauthorized use of the Services.
LINKS TO OTHER MATERIALS
The Services may include links to third-party sites. The linked sites are not necessarily under the control of Agile and Agile is not responsible for nor does it certify the content of any linked site or any link contained in a non-affiliated linked site. Agile reserves the right to terminate any link or linking program at any time. The selection or omission of links is not intended to endorse any particular companies or products. If you decide to access any of the third party sites linked through the Services, you do so entirely at your own risk. Agile shall have the right to disable or remove any link that violates any rights of Agile or causes interruption or deterioration of the Services.
Agile makes no representation that the Services or Content are appropriate or available for use in any particular jurisdiction, and access to them from jurisdictions where their content is illegal is prohibited. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Services or any Content in violation of United States export laws or regulations. Any claim relating to the Services or these Terms shall be governed by the internal substantive laws of the State of Delaware.
CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT
Agile respects copyright law and expects its users to do the same. It is Agile's policy to terminate in appropriate circumstances users who repeatedly infringe the rights of copyright holders. Please see Agile's Copyright Policy for further information.
Any dispute, controversy, or claim that arises out of or relates to these Terms, or their performance or breach, or the Services ("Dispute") shall be resolved first by direct communication and negotiation with one or more of Agile's management team members. If the Dispute is not resolved by direct communications and negotiations, then it shall be settled by final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, including the Optional Rules of Emergency Measures of Protection, and judgment on the arbitration award may be entered in any court of competent jurisdiction. The arbitration shall be conducted in San Francisco, California, before a single arbitrator. The arbitrator shall not have the power to award punitive, special, or exemplary damages, but shall award the prevailing party its costs and expenses (including the costs of arbitration and reasonable attorneys' fees).
YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THE TERMS MUST BE FILED WITH THE AAA WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. ANY ARBITRATION UNDER THESE TERMS WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST AGILE.
These Terms, contain the entire agreement between you and Agile relating to the subject matter hereof, and supersede any other oral or written communications relating thereto. These Terms may not be amended or supplemented by (1) any e-mail message, purchase order, or similar communication originated by you relating to the subject matter hereof, or (2) statements of any of Agile's employees. You can review the most current version of the Terms at any time at http://www.agilemd.com/about/terms-of-service. If we make material changes to these Terms, we will notify you of such changes by posting them on the AgileMD Platform or by sending you an email or other notification, and we will indicate when such changes will become effective. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised Terms.
Agile may assign this agreement, in whole or in part, in its sole discretion. You may not assign your rights under these Terms without Agile's prior written permission. Any attempt to assign your rights under these Terms without Agile's permission shall be void.
You agree that your account is non-transferable and any rights to your username, password, or contents of your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.
WAIVER OF BREACH
Any failure to enforce any term or provision of these Terms shall not be deemed a waiver of that or any other breach of that or any other term or provision. In addition, any failure to enforce any term or provision of these Terms shall not constitute a waiver of a future breach of that or any other term or provision of these Terms.
Agile may deliver notice to you by means of electronic mail to the e-mail address on record in Agile's account information, or by a general notice on the AgileMD Platform, or by written communication delivered by first class U.S. mail to your address on record in Agile's account information. You may give notice to Agile at any time via electronic mail to email@example.com or by letter delivered by first class postage prepaid mail or overnight courier to the following address:
455 Mission Bay Blvd S #124
San Francisco, CA 94158
The headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.
If any provision of these Terms shall be held, be deemed, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case or circumstance because of the conflicts of any provision with any law, regulation, ordinance or for any other reason, the provision or provisions in question shall not be invalid, inoperative or unenforceable in any other case or circumstance, nor shall any other provision or provisions herein contained thereby be or become invalid, inoperative or unenforceable and such provision shall be reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such circumstances.
FOR USERS IN INDIA
In the event that it comes to your knowledge that any Content made available through the Services is violative of any law currently in force, or violative of the user's Conduct, as detailed in Section 10 above, please report the same in writing or by email to our Grievance Officer, as listed below.
c/o Grievance Officer
455 Mission Bay Blvd S #124
San Francisco, CA 94158
By Phone: (650) 687-7054
By Email: firstname.lastname@example.org