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HEALTHCARE PROFESSIONAL TERMS OF USE

 

Acceptance of the Terms of Use

These terms of use are entered into by and between You (“Healthcare Professional” or “you”), as an individual, entity or facility providing healthcare services to patients, and PreferredMD, Inc. (“PreferredMD”, “we”, or “us”). The following terms and conditions, together together with the Business Associate Agreement, each as published on the Site (collectively, the “Terms of Use“), govern your access to and use of preferredmd.io, including any content, functionality, and services offered on or through preferredmd.io (the “Site” or “Platform”), whether as a guest or a registered user.  PreferredMD will be responsible for the configuration, maintenance, and support of the Platform.

Please read the Terms of Use carefully before you start to use the Site. By signing an Order Form referencing these Terms of Use, you accept and agree to be bound and abide by the terms of this Agreement as of the date referenced in the Order Form and by using the Platform, you accept and agree to be bound and abide by these Terms of Use and the Business Associate Agreement, each incorporated herein by reference. If you do not want to agree to these Terms of Use or the Business Associate Agreement, you are not permitted to access or use the Platform.

This Platform is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using this Site, you represent and warrant that you are of legal age to form a binding contract with PreferredMD and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site.

Changes to the Terms of Use

We may revise and update these Terms of Use, and the associated Business Associate Agreement from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Site thereafter. However, we shall notify you of any material changes after they are made effective.

Your continued use of the Site following the posting of revised Terms of Use (pr associated agreements) means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Description of our Services

The Platform is an online platform for use by healthcare professionals/facilities (including without limitation, ambulatory surgical centers) for one or more of the following services (collectively the “Services”):

  • Automate compliance logs
  • Organize P & P documents
  • Track Vendor Contracts
  • Document governance processes
  • Track HR files
  • Track physician credentialing
  • Digitize Scheduled Substance documentation

Your ability to use any one or more of the Services is dependent on you and PreferredMD entering into an order form (“Order Form”) specifying the Services you are entitled to use and the price therefor.  

The Platform is generally intended to be used as a data collection and repository to make your compliance and data tracking more efficient.  Use of the Platform is not a guaranty that your processes will be compliant with applicable law.  All information and data is input or collected by you (collectively, “Information”), such Information is maintained by PreferredMD on segregated and secure databases.  You will not have access to any other Health Care Provider’s Information, and no other Health Care Provider will have access to your Information. 

The Platform provides access to various template materials, including but not limited to compliance logs, policy and procedure manuals, educational training and operational documentation (“Templates”), solely for general informational and illustrative purposes. These Templates are not intended as, nor should they be construed to constitute, legal, clinical, or regulatory advice. Use of any Templates is at your sole discretion and risk.

PREFERREDMD MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, LEGAL SUFFICIENCY, OR REGULATORY COMPLIANCE OF ANY TEMPLATES. PREFERREDMD EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING FROM THE USE, MISUSE, OR MODIFICATION OF THE TEMPLATES BY THE CLIENT, ITS EMPLOYEES, OR AGENTS. IT IS YOUR RESPONSIBILITY TO ENSURE THAT ALL DOCUMENTATION AND COMPLIANCE PRACTICES ARE REVIEWED AND APPROVED BY QUALIFIED LEGAL COUNSEL, HEALTHCARE COMPLIANCE PROFESSIONALS, OR APPROPRIATE ACCREDITING BODIES.

BY ACCESSING OR UTILIZING ANY TEMPLATE, YOU ACKNOWLEDGE AND AGREE TO THE TERMS OF THIS DISCLAIMER AND ASSUMES FULL RESPONSIBILITY FOR ENSURING ALL COMPLIANCE REQUIREMENTS ARE APPROPRIATELY MET.

Information Security

While it is not expected that any Information stored on PreferredMD’s systems will be protected health information (“PHI”), to the extent any Information is PHI, PreferredMD’s access and use to such PHI is governed by the Business Associate Agreement available at __________________, the terms of which are incorporated herein by reference.

We maintain a formalized information security policy to comply with various regulatory and business requirements. This security policy protects all sensitive and confidential data stored, accessed, or transmitted by our software platform, including its applications, components, infrastructure, and underlying code.

PreferredMD has designed a risk assessment program to assess the organization’s enterprise-level risk at least annually or upon significant changes to the environment. This program is designed to identify and assess threats to and vulnerabilities in systems and in service.

We take responsibility for implementing appropriate technical and organizational safeguards to ensure the protection of sensitive information. Our employees are required to read and accept the terms of a confidentiality agreement upon hire that states they are prohibited from disclosing any company data from the systems and system components to which they have access.

We maintain strict control access to restrict private information to privileged users. These users are required to abide by their assigned responsibilities related to their elevated access.

PreferredMD has established a Data Handling, Retention, and Disposal Program to manage information in accordance with applicable laws, regulations, policies, and standards. This program establishes a formal data retention schedule and implements a data classification standard to ensure the confidential data is secured.

PreferredMD retains sensitive and confidential data only for as long as necessary to fulfill its purposes unless otherwise required by law or to meet legal and client contractual obligations.

PreferredMD segments its network to prevent direct or unauthorized connections between an external network and its information systems, in particular confidential data in cloud environments.

PreferredMD maintains a vulnerability management program to ensure the confidentiality, integrity, and availability (CIA) of the organization’s information systems landscape, which includes all critical system resources. The program includes internal and external scans, penetration testing, and issue remediation for the purposes of identifying, detecting, classifying, prioritizing, remediating, validating, and continuously monitoring vulnerabilities.

PreferredMD conducts independent third-party penetration tests at least annually on any systems with confidential data or with a critical risk rating to identify security vulnerabilities. 

License

Subject to full and prompt payment by you, and subject to the terms and conditions of these Terms of Use, PreferredMD hereby grants to you a non-exclusive, non-transferable, non-sublicensable license to access and use the Services by its authorized users (each, an (“Authorized User”) solely for its own internal business purposes during the license term as specified in an Order Form. 

Medical Advice

PreferredMD is not a Healthcare Professional. The Information is solely intended for informational and data collection and repository purposes. 

General Responsibilities

You acknowledge and agree that you shall not use the Site’s Services to, directly or indirectly, engage in or attempt to engage in any anti-competitive business practices including but not limited to price-fixing, output restriction, booking fraudulent appointments of any kind, or otherwise violate applicable antitrust, competition, or consumer protection laws and regulations.

Accessing the Site and Account Security

We will provide one Facility Administrator login to you.  If you wish to update the registration user license email address, please use the field below.

Email Address to setup admin login access on the platform  (enter one email address only) :Each Authorized User will be required to create a password for your account. You are responsible for the confidentiality of your account and for the activity that occurs on the account. PreferredMD will not be liable for any losses caused by any unauthorized use of your account. Use of another user’s account without permission is prohibited.

We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.

You are responsible for both:

  • Making all arrangements necessary for you to have access to the Site.
  • Ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and comply with them.

To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. You agree that all information you provide to register with this Site or otherwise, including, but not limited to, through the use of any interactive features on the Site, is governed by these Terms of Use, and you consent to all actions we take with respect to your information consistent with these Terms of Use.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personally identifiable information (“Personal Information”).

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

PreferredMD warrants that it has the right to license the Services and that to PreferredMD’s knowledge the Services do not infringe on any U.S. patent, copyright or other intellectual property rights of any third party. If any third party asserts a claim that your use of the Services under and in accordance with these Terms of Use and the applicable Order Form infringes upon any such U.S. patent, copyright or other intellectual property right of a third party, PreferredMD shall defend against such third party claim, and PreferredMD’s sole obligation to you shall be to, at PreferredMD’s option, either: (1) obtain the right to continue using the Services; (2) replace or modify the affected portion of the Services so that the use thereof becomes non-infringing or otherwise lawful; or (3) terminate the Order Form and refund to you any prepaid but unused fees as of the date of termination.  

The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by PreferredMD, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

You must not Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms of Use, your right to use the Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by PreferredMD. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

PreferredMD name and all related names, logos, product and service names, designs, and slogans are trademarks of PreferredMD or its affiliates or licensors. You must not use such marks without the prior written permission of PreferredMD. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.

Prohibited Uses

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Site:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.
  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
  • To impersonate or attempt to impersonate PreferredMD, a PreferredMD employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone`s use or enjoyment of the Site, or which, as determined by us, may harm PreferredMD or users of the Site, or expose them to liability.

Additionally, you agree not to:

  • Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party`s use of the Site, including their ability to engage in real time activities through the Site.
  • Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
  • Use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Site.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
  • Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Site.

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any of your content for any or no reason in our sole discretion.
  • Take any action with respect to any of your content that we deem necessary or appropriate in our sole discretion, including if we believe that such content violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for PreferredMD.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
  • Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms of Use.

Further, and notwithstanding the foregoing, PreferredMD may, in its sole discretion, terminate the Order Form, or suspend your access to the Services, immediately upon written notice in the event of (A) any unauthorized or unlawful use by you; (B) any third party gaining access to the Services, directly or indirectly, through or as a result of your actions or use of the Services; (C) PreferredMD’s determination, at its sole reasonable discretion, that your or your Authorized User’s use of the Services results in a threat to the security of the Services, PreferredMD’s other customers or users or any third parties;  (D) Your failure to make payments when due or (E) your material uncured breach of your obligations.

If the Order Form or the associated license is not renewed or is terminated by either party, then you will cease all use of the Services, will no longer have access to the Services and shall return or destroy all copies of the user manuals and documentation for the Services (“PreferredMD Materials”).

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS PREFERREDMD AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY PREFERREDMD/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER PREFERREDMD/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Content Standards

These content standards apply to all Information collected or stored by you by use of the Platform.  Your Information must in its entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Information must not:

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations, especially under the Health Insurance Portability and Accountability Act (“HIPAA”), or that otherwise may be in conflict with these Terms of Use.
  • Be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote, or assist any unlawful act.
  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
  • Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Information About You and Your Visits to the Site

All information we collect on this Site is subject to these Terms of Use. By using the Site, you consent to all actions taken by us with respect to your information in compliance with these Terms of Use.

PreferredMD may only use and disclose any collected PHI as permitted in the Business Associate Agreement published on the Site, but in general, only for the purpose of providing the Services, and for no other purpose.

AUTOMATICALLY COLLECTED INFORMATION

Some information is automatically collected when you use our Services, such as the following:

  • Traffic Data: We may automatically collect certain data when you use the Services, such as:
  • IP address;
  • domain server;
  • type of device(s) used to access the Services;
  • web browser(s) used to access the Services;
  • referring webpage or other source through which you accessed the Services;
  • geolocation information; and
  • other statistics and information associated with the interaction between your browser or device and the Services (collectively “Traffic Data”). 

We may use tools outlined below in order to provide our Services to, advertise to, and to better understand users.

  • Cookies: “Cookies” are small computer files transferred to your computing device that contain information such as user ID, user preferences, lists of pages visited and activities conducted while using the Services. We use cookies to improve or tailor the Services, customize advertisements by tracking navigation habits, measuring performance, and storing authentication status so re-entering credentials is not required, customize user experiences with the Services, and for analytics and fraud prevention.  For more information on cookies, including how to control your cookie settings and preferences, visit http://www.allaboutcookies.org.

Some cookies are placed by a third party on your device and provide information to us and third parties about your browsing habits (such as your visits to our Services, the pages you have visited, and the links and advertisements you have clicked). These cookies can be used to determine whether certain third party services are being used, to identify your interests, and to serve advertisements relevant to you. We do not control third party cookies.

  • Web Beacons: “Web Beacons” (a.k.a. clear GIFs or pixel tags) are tiny graphic image files embedded in a web page or email that may be used to collect information about the use of our Services, the websites of selected advertisers and the emails, special promotions or newsletters that we send. The information collected by Web Beacons allows us to analyze how many people are using the Services, using selected publishers’ websites or opening emails, and for what purpose, and also allows us to enhance our interest-based advertising (discussed further below).
  • Web Service Analytics: We may use third-party analytics services in connection with the Services, including, for example, to register mouse clicks, mouse movements, scrolling activity and text typed into the Site.  We use the information collected from these services to help make the Services easier to use and as otherwise set forth in “How We Use Your Information.”  These analytics services generally do not collect Personal Information unless you voluntarily provide it and generally do not track your browsing habits across web services that do not use their services.
  • Mobile Device Identifiers: As with other Tracking Tools, mobile device identifiers help PreferredMD learn more about our users’ demographics and internet behaviors in order to personalize and improve the Services. Mobile device identifiers are data stored on mobile devices that may track mobile device and data and activities occurring on and through it, as well as the applications installed on it. Mobile device identifiers enable collection of Personal Information (such as media access control, address and location) and Traffic Data.

We may use a type of advertising commonly known as interest-based or online behavioral advertising. This means that some of our partners use Tracking Tools, such as cookies, pixel tags, and web beacons, to collect information about a user’s online activities to display PreferredMD ads to the user based on the user’s interests (“Engagement Tools”). Such partners may include third-party service providers, advertisers, advertising networks or platforms, traffic measurement service providers, marketing analytics service providers, and other third party service providers. Other Tracking Tools used by our partners may collect information when you use the Services, such as IP address, mobile device ID, operating system, browser, web page interactions, geographic location and demographic information, such as gender and age range. These Tracking Tools help PreferredMD learn more about our users’ demographics and internet behaviors.

HOW WE USE YOUR INFORMATION

We may use information that is neither Personal Information nor PHI (including non-PHI Personal Information that has been de-identified and/or aggregated) to better understand who uses PreferredMD and how we can deliver a better experience, or otherwise at our discretion.

We use information, including Personal Information, to provide the Services and to help improve the Services, to develop new services, and to advertise (for example, to display PreferredMD ads on other web services). Specifically, such use may include:

  • Providing you with the products, services and information you request;
  • Responding to correspondence that we receive from you;
  • Providing, maintaining, administering or expanding the Services, performing business analyses, or for other internal purposes to support, improve or enhance our business, the Services, and other products and services we offer;
  • Customizing or tailoring your experience of the Services, which may include sending customized messages or showing you sponsored results;
  • Sending you information about PreferredMD or our products or Services;
  • Sending emails and other communications that display content that we think will interest you;
  • Combining information received from third parties with information that we have from or about you and using the combined information to market PreferredMD’s services and to otherwise provide Services;
  • Showing you advertisements, including interest-based or online behavioral advertising;
  • Using statistical information that we collect in any way permitted by law, including from third parties in connection with their commercial and marketing efforts;
  • Fulfilling our legally required obligations, such as preventing, detecting and investigating security incidents and potentially illegal or prohibited activities;
  • Resolving disputes;
  • Protecting against or deterring fraudulent, illegal, or harmful actions; and
  • Enforcing our Terms of Use and other agreements.

We may need to disclose your Personal Information or any other information we collect about you if we determine in good faith that such disclosure is needed:

  • to detect, prevent, investigate, or address fraud, illegal activity, or violations of our terms and agreements;
  • in response to legal process, such as a search warrant, court order, or subpoena, or when we have a good faith belief that the law requires us to do so or to otherwise comply with or fulfill our obligations under applicable law, regulation, court order or other legal process;
  • with our current and future subsidiaries or corporate affiliates or actual or potential investors;
  • in connection with a potential or actual sale, merger, transfer, exchange, reorganization or other disposition (whether of assets, stock, or otherwise) of all or a portion of the business conducted by our Services.  If such a transaction occurs, the acquiring company’s use of your information will remain subject to these Terms of Use, as may be subsequently amended; 
  • for any other purposes described in these terms of Use;
  • when we otherwise have your permission;
  • to protect the rights, property or safety of you, PreferredMD or another party;
  • to enforce the Agreement or other agreements with you; or
  • to respond to claims that any posting or other content violates third-party rights.

Links from the Site

If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Site is based in the State of New York in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

PreferredMD is not bound by any contractual agreement arising between Patient and Healthcare Professionals, whether or not PreferredMD receives some form of remuneration in connection with the transaction. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PREFERREDMD NOR ANY PERSON ASSOCIATED WITH PREFERREDMD MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER PREFERREDMD NOR ANYONE ASSOCIATED WITH PREFERREDMD REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, TO THE FULLEST EXTENT PROVIDED BY LAW, PREFERREDMD HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL PREFERREDMD, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. WE PROVIDE SITE SERVICES “AS IS “AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE CONTENT OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO USE THE SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF THE DATA OR INFORMATION PROVIDED HEREIN, PREFERREDMD MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION.

THE LIMITATION OF LIABILITY SET OUT ABOVE DOES NOT APPLY TO LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

IF THERE IS A DISPUTE BETWEEN USERS, HEALTHCARE PROFESSIONALS OR PATIENTS, OF THE SITE, OR BETWEEN USERS AND A THIRD PARTY, YOU ACKNOWLEDGE AND AGREE THAT PREFERREDMD IS UNDER NO OBLIGATION TO BECOME INVOLVED IN ANY WAY, SHAPE, OR FORM AT ANY TIME. IN THE EVENT OF A DISPUTE BETWEEN A PATIENT AND A HEALTHCARE PROFESSIONAL, OR EITHER SO NAMED PARTY AND A THIRD PARTY, YOU EXPRESSLY RELEASE PREFERREDMD, ITS DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS AND/OR ASSIGNS FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, CONFIDENTIAL, OR PUBLIC, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND/OR THE SITE’S SERVICES.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “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.”

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

IN THE EVENT OF ANY CONFLICT BETWEEN THIS SECTION AND THE BUSINESS ASSOCIATE AGREEMENT BETWEEN PREFERREDMD AND YOU, THE TERMS OF THE BUSINESS ASSOCIATE AGREEMENT SHALL PREVAIL.

Indemnification

You agree to defend, indemnify, and hold harmless PreferredMD, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys‘ fees) arising out of or relating to your violation of these Terms of Use or your use of the Site, including, but not limited to, your User Contributions, any use of the Site‘s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Site.

Governing Law, Jurisdiction, and Arbitration

All matters relating to the Site and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the County of New York, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

PreferredMD And Healthcare Professional Hereby Waives Any Right To A Jury Trial.

PreferredMD and its users, Patient or Healthcare Professional, shall use their best efforts to settle any dispute, claim, question, or disagreement out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York County, New York. The arbitration shall proceed in the English language, in accordance with the American Arbitration Association (“AAA”) Commercial Arbitration Rules and Mediation Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

The Rules will govern payment of all arbitration fees. Nothing herein shall be deemed to prevent PreferredMD from seeking injunctive relief in a court of competent jurisdiction.

Waiver and Severability

No waiver by PreferredMD of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of PreferredMD to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Miscellaneous

The Terms of Use, and the Business Associate Agreement constitute the sole and entire agreement between you and PreferredMD regarding the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

The section headings in these Terms of Service are provided merely for convenience and shall not be given any legal import.

By providing PreferredMD your email address you consent to PreferredMD sending you notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Site and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page.

Please contact us at hello@preferredmd.io with any questions regarding these Terms of Service.